As filed with the Securities and Exchange Commission on April 30, 201929, 2020

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM20-F

 

 

(Mark One)

☐

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20182019

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report       ��                    

Commission file number001-31811

 

 

Woori Financial Group Inc.

(Exact name of Registrant as specified in its charter)

 

 

Woori Financial Group Inc.

(Translation of Registrant’s name into English)

 

 

The Republic of Korea

(Jurisdiction of incorporation or organization)

51,Sogong-ro,Jung-gu, Seoul 04632, Korea

(Address of principal executive offices)

Jeong Soo Lee

51,Sogong-ro,Jung-gu, Seoul 04632, Korea

Telephone No.:+82-2-2125-2050

Facsimile No.:+82-0505001-0451

(Name, telephone,e-mail and/or facsimile number and address of company contact person)

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each classTrading symbol Name of each exchange on which registered

American Depositary Shares, each representing

three shares of Common Stock

WF

 New York Stock Exchange

Common Stock, par value￦5,000 per share

WF

 New York Stock Exchange*

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

 

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

680,164,306722,267,681 shares of Common Stock, par value￦5,000 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☒  Yes    ☐  No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes    ☒  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes    ☐  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

 

☒     Large accelerated filer

  

☐    Accelerated Filer

  

☐    Non-accelerated filer

  

☐    Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.    ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.    ☒  Yes    ☐  No

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

☐    U.S. GAAP

  

☒    International Financial Reporting Standards as issued

by the International Accounting Standards Board

  

☐    Other

If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.     ☐  Item 17    ☐  Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    ☐  Yes    ☒  No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    ☐  Yes    ☐  No

* Not for trading, but only in connection with the registration of the American Depositary Shares.

 

 

TABLE OF CONTENTS

 

        Page 

Explanatory Note

1

Presentation of Financial and Other Information

   21 

Forward-Looking Statements

   32 

Item 1.

 

Identity of Directors, Senior Management and Advisers

   43 

Item 2.

 

Offer Statistics and Expected Timetable

   43 

Item 3.

 

Key Information

   43 
 

Item 3.A.

  

Selected Financial Data

   43 
 

Item 3.B.

  

Capitalization and Indebtedness

   1110 
 

Item 3.C.

  

Reasons for the Offer and Use of Proceeds

   1110 
 

Item 3.D.

  

Risk Factors

   1110 

Item 4.

 

Information on the Company

   37 
 

Item 4.A.

  

History and Development of the Company

   37 
 

Item 4.B.

  

Business Overview

   4344 
 

Item 4.C.

  

Organizational Structure

   118119 
 

Item 4.D.

  

Property, Plants and Equipment

   119120 

Item 4A.

 

Unresolved Staff Comments

   119120 

Item 5.

 

Operating and Financial Review and Prospects

   120 
 

Item 5.A.

  

Operating Results

   120 
 

Item 5.B.

  

Liquidity and Capital Resources

149

Item 5.C.

Research and Development, Patents and Licenses, etc.

   155 
 

Item 5.C.5.D.

  

Research and Development, Patents and Licenses, etc.Trend Information

   161155 
 

Item 5.D.5.E.

  

Trend InformationOff-Balance Sheet Arrangements

   161155 
 

Item 5.E.5.F.

  

Off-Balance Sheet ArrangementsTabular Disclosure of Contractual Obligations

156

Item 5.G.

Safe Harbor

156

Item 6.

Directors, Senior Management and Employees

156

Item 6.A.

Directors and Senior Management

156

Item 6.B.

Compensation

160

Item 6.C.

Board Practices

160

Item 6.D.

Employees

   162 
 

Item 5.F.6.E.

  

Tabular Disclosure of Contractual ObligationsShare Ownership

   162163

Item 7.

Major Shareholders and Related Party Transactions

164 
 

Item 5.G.7.A.

  

Safe HarborMajor Shareholders

   162

Item 6.

Directors, Senior Management and Employees162164 
 

Item 6.A.7.B.

  

Directors and Senior ManagementRelated Party Transactions

162
Item 6.B.Compensation

   165 
 

Item 6.C.7.C.

  

Board PracticesInterest of Experts and Counsel

165

Item 8.

Financial Information

   165 
 

Item 6.D.8.A.

  

EmployeesConsolidated Statements and Other Financial Information

165

Item 8.B.

Significant Changes

167

Item 9.

The Offer and Listing

   167 
 

Item 6.E.9.A.

  

Share OwnershipOffering and Listing Details

   168

Item 7.

Major Shareholders and Related Party Transactions169167 
 

Item 7.A.9.B.

  

Major ShareholdersPlan of Distribution

169
Item 7.B.Related Party Transactions

   170 
 Item 7.C.Interest of Experts and Counsel170

Item 8.9.C.

  

Financial InformationMarkets

   170 
 

Item 8.A.9.D.

  

Consolidated Statements and Other Financial InformationSelling Shareholders

   170 
 

Item 8.B.9.E.

  

Significant ChangesDilution

   171170

Item 9.F.

Expenses of the Issuer

170 

Item 9.10.

 

The Offer and ListingAdditional Information

   171 
 

Item 9.A.10.A.

  

Offering and Listing DetailsShare Capital

   171 
 

Item 9.B.10.B.

  

PlanMemorandum and Articles of DistributionAssociation

   174171 
 

Item 9.C.10.C.

  

MarketsMaterial Contracts

   174177 
 

Item 9.D.10.D.

  

Selling ShareholdersExchange Controls

   174177 
 

Item 9.E.10.E.

  

DilutionTaxation

   174
Item 9.F.Expenses of the Issuer174

Item 10.

Additional Information175
Item 10.A.Share Capital175
Item 10.B.Memorandum and Articles of Association175
Item 10.C.Material Contracts181178 

 

i

        Page 
 

Item 10.D.10.F.

  

Exchange ControlsDividends and Paying Agents

   181184 
 

Item 10.E.10.G.

  

TaxationStatements by Experts

   182184 
 

Item 10.F.10.H.

  

Dividends and Paying AgentsDocuments on Display

   188184 
 

Item 10.G.10.I.

  

Statements by ExpertsSubsidiary Information

   188
Item 10.H.Documents on Display188
Item 10.I.Subsidiary Information188184 

Item 11.

 

Quantitative and Qualitative Disclosures about Market Risk

   188185 

Item 12.

 

Description of Securities Other Than Equity Securities

   212207 

Item 13.

 

Defaults, Dividend Arrearages and Delinquencies

   213208 

Item 14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

   213208 

Item 15.

 

Controls and Procedures

   213208 

Item 16.

 

Reserved

   214209 

Item 16A.

 

Audit Committee Financial Expert

   214209 

Item 16B.

 

Code of Ethics

   214210 

Item 16C.

 

Principal Accountant Fees and Services

   214210 

Item 16D.

 

Exemptions from the Listing Standards for Audit Committees

   215210 

Item 16E.

 

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

   215211 

Item 16F.

 

Change in Registrant’s Certifying Accountant

   215211 

Item 16G.

 

Corporate Governance

   215212 

Item 16H.

 

Mine Safety Disclosure

   217213 

Item 17.

 

Financial Statements

   217213 

Item 18.

 

Financial Statements

   217213 

Item 19.

 

Exhibits

   217213 

 

ii

EXPLANATORY NOTEPRESENTATION OF FINANCIAL AND OTHER INFORMATION

The financial statements included in this annual report are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

Unless expressly stated otherwise, all financial data included in this annual report are presented on a consolidated basis.

We were established on January 11, 2019 pursuant to a “comprehensive stock transfer” under Korean law, whereby holders of the common stock of Woori Bank and certain of its subsidiaries transferred all of their shares to us, a new financial holding company, and in return received shares of our common stock.

As a result of the stock transfer, Woori Bank and certain of its former wholly-owned subsidiaries, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd., became our direct and wholly-owned subsidiaries. Accordingly, our overall business and operations after the stock transfer, on a consolidated basis, are identical to those of Woori Bank on a consolidated basis immediately prior to the stock transfer. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group.”

The stock transfer constituted a succession for purposes of Rule12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such that our common stock was deemed registered under Section 12(b) of the Exchange Act by operation of Rule12g-3(a). Following the stock transfer, we file reports under the Exchange Act as the successor issuer to Woori Bank.

In our consolidated financial statements for financial reporting periods beginning on or after January 1, 2019, the stock transfer will beis accounted for as a transaction among entities under common control applying the pooling of interests method of accounting. We will initially recognizerecognized the transferred assets and liabilities at their book value as of the date of the stock transfer in such consolidated financial statements, and no goodwill will bewas recognized in connection with the transaction. As our establishment pursuant to the stock transfer occurred after December 31, 2018, the historical

The consolidated financial statements included in this annual report as of dates and for periods prior to the date of our establishment in January 2019 pursuant to the stock transfer were prepared based on the consolidated financial statements for Woori Bank and its subsidiaries, under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB, except that Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd. were consolidated on aline-by-line basis instead of being presented as assets and liabilities held for distribution. Unless expressly stated otherwise, all historical financial data included in this annual report as of dates and for periods prior to our establishment are for Woori Bank and its subsidiaries, on a consolidated basis, with the foregoing modification. For further information regarding the accounting treatment of the stock transfer, see Note 42 of the notes to our consolidated financial statements included elsewhere in this annual report.

Unless otherwise indicated or required by the context, “we,” “us,” “our” and similar terms used in this annual report refer to Woori Financial Group and its subsidiaries (including Woori Bank) and, for periods prior to theour establishment, of Woori Financial Group in January 2019 pursuant to the stock transfer, refer to Woori Bank and its subsidiaries.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

The financial statements included in this annual report are prepared in accordance with IFRS as issued by the IASB.

Unless expressly stated otherwise, all financial data included in this annual report are presented on a consolidated basis.

In this annual report:

 

references to “Korea” are to the Republic of Korea;

 

references to the “government” are to the government of the Republic of Korea;

 

references to “Won” or “￦” are to the currency of Korea;

 

references to “U.S. dollars,” “$” or “US$” are to the currency of the United States; and

 

references to “Euros” or “EUR” are to the currency of the European Economic and Monetary Union.

Discrepancies between totals and the sums of the amounts contained in any table may be a result of rounding.

For your convenience, this annual report contains conversions of Won amounts into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York for Won in effect on December 31, 2018,2019, which was ￦1,112.9￦1,155.5 = US$1.00.

FORWARD-LOOKING STATEMENTS

The U.S. Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This annual report contains forward-looking statements.

Words and phrases such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “future,” “goal,” “intend,” “may,” “objective,” “plan,” “positioned,” “predict,” “project,” “risk,” “seek to,” “shall,” “should,” “will likely result,” “will pursue” and words and terms of similar substance used in connection with any discussion of future operating or financial performance or our expectations, plans, projections or business prospects identify forward-looking statements. In particular, the statements under the headings “Item 3.D. Risk Factors,” “Item 4.B. Business Overview” and “Item 5. Operating and Financial Review and Prospects” regarding our financial condition and other future events or prospects are forward-looking statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

In addition to the risks related to our business discussed under “Item 3.D. Risk Factors,” other factors could cause actual results to differ materially from those described in the forward-looking statements. These factors include, but are not limited to:

 

a change or delay in, or cancellation of, the Korean government’s privatization plan with respect to us;

 

our ability to successfully implement our strategy;

 

future levels ofnon-performing loans;

 

our growth and expansion;

 

the adequacy of allowances for credit and other losses;

 

technological changes;

 

interest rates;

 

investment income;

 

availability of funding and liquidity;

 

our exposure to market risks; and

 

adverse market and regulatory conditions.

By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains, losses or impact on our income or results of operations could materially differ from those that have been estimated. For example, revenues could decrease, costs could increase, capital costs could increase, capital investment could be delayed and anticipated improvements in performance might not be fully realized.

In addition, other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this annual report could include, but are not limited to:

 

general economic and political conditions in Korea or other countries that have an impact on our business activities or investments;

 

the monetary and interest rate policies of Korea;

 

inflation or deflation;

 

unanticipated volatility in interest rates;

 

foreign exchange rates;

prices and yields of equity and debt securities;

 

the performance of the financial markets in Korea and globally;

 

changes in domestic and foreign laws, regulations and taxes;

 

changes in competition and the pricing environment in Korea; and

 

regional or general changes in asset valuations.

For further discussion of the factors that could cause actual results to differ, see the discussion under “Item 3.D. Risk Factors” contained in this annual report. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this annual report. Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this annual report.

 

Item 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not Applicable

 

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not Applicable

 

Item 3.

KEY INFORMATION

 

Item 3.A.

Selected Financial Data

The selected consolidated financial and operating data set forth below as of and for the years ended December 31, 2014, 2015, 2016, 2017, 2018 and 20182019 have been derived from our audited consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB. Our consolidated financial statements as of and for the years ended December 31, 2014, 2015, 2016, 2017, 2018 and 20182019 have been audited by Deloitte Anjin LLC, an independent registered public accounting firm.

IFRS 9Financial Instruments, or IFRS 9, is effective for annual periods beginning on or after January 1, 2018 and replaces International Accounting Standard 39Financial Instruments: Recognition and Measurement, or IAS 39. We have applied IFRS 9 in our consolidated financial statements as of and for the yearyears ended December 31, 2018 and 2019 included elsewhere in this annual report. As permitted by the transition rules of IFRS 9, our consolidated financial statements as of and for the year ended December 31, 2016 and 2017 included elsewhere in this annual report have not been restated to retroactively apply IFRS 9. For information regarding the impact of the application of IFRS 9 to our consolidated financial statements, see “Item 5.A. Operating Results—Overview—Changes in Accounting Standards” and Note2-(1)-1)-3)-a) of the notes to our consolidated financial statements included elsewhere in this annual report.

The Korean government, which currently owns 18.32% of our outstanding common stock through the Korea Deposit Insurance Corporation, or the KDIC, has been implementing a privatization plan with respect to us and our subsidiaries.As a result of the dispositions of ownership interests in Kwangju Bank, Kyongnam Bank, Woori Investment & Securities, Woori Aviva Life Insurance, Woori Asset Management, Woori Financial, Woori FG Savings Bank and Woori F&I by Woori Finance Holdings Co., Ltd., Woori Bank’s former parent company, in 2014, these former subsidiaries of Woori Finance Holdings have been accounted for as discontinued operations in our consolidated statement of comprehensive income for the year ended December 31, 2014. See “Item 4.A. History and Development of the Company—Privatization Plan.”

You should read the following data together with the more detailed information contained in “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements included elsewhere in this annual report. Historical results do not necessarily predict future results.

Consolidated Statement of Comprehensive Income Data

 

 Year ended December 31,  Year ended December 31, 
 2014(1) 2015 2016 2017 2018 2018(2)  2015 2016 2017 2018 2019 2019(1) 
 (in billions of Won except per share data) (in millions of
US$ except per
share data)		  (in billions of Won except per share data) (in millions of
US$ except per
share data)		 

Interest income

 ￦9,211  ￦8,698  ￦8,512  ￦8,551  ￦9,684  US$8,702  ￦8,698  ￦8,512  ￦8,551  ￦9,684  ￦10,577  US$9,153 

Interest expense

 (4,718)  (3,936)  (3,492)  (3,330)  (4,033)  (3,624)  (3,936)  (3,492)  (3,330)  (4,033)  (4,683)  (4,053) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net interest income

 4,493  4,762  5,020  5,221  5,651  5,078  4,762  5,020  5,221  5,651  5,894  5,100 

Fees and commissions income

 1,598  1,757  1,865  2,069  1,681  1,510  1,757  1,865  2,069  1,681  1,709  1,479 

Fees and commissions expense

 (681)  (781)  (928)  (999)  (611)  (549)  (781)  (928)  (999)  (611)  (606)  (525) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net fees and commissions income

 917  976  937  1,070  1,070  961  976  937  1,070  1,070  1,103  954 

Dividend income

 97  103  185  125  91  81  103  185  125  91  108  93 

Net gain on financial assets at fair value through profit or loss (IFRS 9)

  —   —   —   —  214  193 

Net gain (loss) on financial assets at fair value through profit or loss (IAS 39)

 190  240  114  (105)   —   — 

Net gain on financial instruments at fair value through profit or loss (IFRS 9)

  —   —   —  214  25  22 

Net gain (loss) on financial instruments at fair value through profit or loss (IAS 39)

 240  114  (105)   —   —   — 

Net gain on financial assets at fair value through other comprehensive income

  —   —   —   —  2  2   —   —   —  2  11  10 

Net gain (loss) onavailable-for-sale financial assets

 (69)  (3)  (1)  193   —   —  (3)  (1)  193   —   —   — 

Net gain arising on financial assets at amortized cost

  —   —   —   —  80  71   —   —   —  80  102  88 

Impairment losses due to credit loss

 (1,097)  (966)  (834)  (785)  (330)  (296)  (966)  (834)  (785)  (330)  (374)  (324) 

General and administrative expenses

 (2,959)  (3,151)  (3,479)  (3,531)  (3,624)  (3,256)  (3,151)  (3,479)  (3,531)  (3,624)  (3,766)  (3,259) 

Other net operating expenses(3)(2)

 (674)  (610)  (368)  (31)  (395)  (355)  (610)  (368)  (31)  (395)  (303)  (261) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Operating income

 898  1,351  1,574  2,157  2,759  2,479  1,351  1,574  2,157  2,759  2,800  2,423 

Share of loss of joint ventures and associates

 (68)  (70)  (20)  (101)  3  3 

Share of gain (loss) of joint ventures and associates

 (70)  (20)  (101)  3  84  73 

Other netnon-operating income (expense)

 4  171  (1)  (106)  43  38  171  (1)  (106)  43  (161)  (139) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Non-operating income (loss)

 (64)  101  (21)  (207)  46  41  101  (21)  (207)  46  (77)  (66) 

Net income before income tax expense

 834  1,452  1,553  1,950  2,805  2,520  1,452  1,553  1,950  2,805  2,723  2,357 

Income tax expense

 (288)  (377)  (276)  (420)  (753)  (677)  (377)  (276)  (420)  (753)  (685)  (593) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income from continuing operations

 546  1,075  1,277  1,530  2,052  1,843  1,075  1,277  1,530  2,052  2,038  1,764 

Net income (loss) from discontinued operations

 662   —   —   —   —   —   —   —   —   —   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income

 ￦1,208  ￦1,075  ￦1,277  ￦1,530  ￦2,052  US$1,843  ￦1,075  ￦1,277  ￦1,530  ￦2,052  ￦2,038  US$1,764 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net loss on valuation of equity securities at fair value through other comprehensive income

  —   —   —   —  (31)  (28)   —   —   —  (31)  (58)  (50) 

Items out of change in equity method securities due to change in equity of investee that will not be reclassified to profit or loss

  —   —   —  (3)   —   —   —   —  (3)   —   —   — 

Remeasurement gain (loss) related to defined benefit plan

 (52)  (78)  34  10  (85)  (76)  (78)  34  10  (85)  (35)  (30) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Items that will not be reclassified to profit or loss

 (52)  (78)  34  7  (116)  (104)  (78)  34  7  (116)  (93)  (80) 

Net gain on valuation of debt securities at fair value through other comprehensive income

  —   —   —   —  33  30   —   —   —  33  44  38 

Gain (loss) onavailable-for-sale financial assets

 (75)  72  13  (85)   —   —  72  13  (85)   —   —   — 

Share of other comprehensive income (loss) of joint ventures and associates

 (2)  3  (8)  4  3  3  3  (8)  4  3  1  1 

Gain (loss) on foreign currency translation of foreign operations

 48  34  29  (208)  (4)  (4)  34  29  (208)  (4)  102  88 

Gain (loss) on valuation of cash flow hedge

 (27)   —  10  1  (5)  (4)   —  10  1  (5)  (2)  (2) 

Gain (loss) on disposal of assets held for sale

  —   —   —  4  (4)  (4) 

Other comprehensive income (loss) on valuation of assets held for sale

  —   —  4  (4)   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Items that may be reclassified to profit or loss

 (56)  109  44  (284)  23  21  109  44  (284)  23  145  125 

Other comprehensive gain (loss), net of tax

 (108)  31  78  (277)  (93)  (83) 

Other comprehensive income (loss), net of tax

 31  78  (277)  (93)  52  45 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

 ￦1,100  ￦1,106  ￦1,355  ￦1,253  ￦1,959  US$1,760  ￦1,106  ￦1,355  ￦1,253  ￦1,959  ￦2,090  US$1,809 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net income attributable to owners

 ￦1,214  ￦1,059  ￦1,261  ￦1,512  ￦2,033  US$1,827  ￦1,059  ￦1,261  ￦1,512  ￦2,033  ￦1,872  US$1,620 

Income from continuing operations

 435  1,059  1,261  1,512  2,033  1,827  1,059  1,261  1,512  2,033  1,872  1,620 

Income (loss) from discontinued operations

 779   —   —   —   —   —   —   —   —   —   —   — 

Net income (loss) attributable tonon-controlling interests

 ￦(6)  ￦16  ￦16  ￦18  ￦19  US$16 

Net income attributable tonon-controlling interests

 ￦16  ￦16  ￦18  ￦19  ￦166  US$144 

Income from continuing operations

 111  16  16  18  19  16  16  16  18  19  166  144 

Loss from discontinued operations

 (117)   —   —   —   —   —   —   —   —   —   —   — 

Comprehensive income attributable to owners

 1,192  1,095  1,332  1,249  1,944  1,747  1,095  1,332  1,249  1,944  1,914  1,658 

Comprehensive income (loss) attributable tonon-controlling interests

 (92)  11  23  4  15  13 

Basic and diluted earnings (loss) from continuing and discontinued operations per share

 ￦1,621  ￦1,301  ￦1,567  ￦1,999  ￦2,796  US$2.512 

Comprehensive income attributable tonon-controlling interests

 11  23  4  15  176  151 

Basic and diluted earnings from continuing and discontinued operations per share

 ￦1,301  ￦1,567  ￦1,999  ￦2,796  ￦2,727  US$2.360 

Basic and diluted earnings from continuing operations per share

 536  1,301  1,567  1,999  2,796  2.512  1,301  1,567  1,999  2,796  2,727  2.360 

Per common share data:

            

Net income (loss) per share—basic

 ￦1,621  ￦1,301  ￦1,567  ￦1,999  ￦2,796  US$2.512 

Net income per share—basic

 ￦1,301  ￦1,567  ￦1,999  ￦2,796  ￦2,727  US$2.360 

Weighted average common shares outstanding—basic (in thousands)

 718,265  673,271  673,271  673,271  673,271  673,271  673,271  673,271  673,271  673,271  685,489  685,489 

Net income (loss) per share—diluted

 ￦1,621  ￦1,301  ￦1,567  ￦1,999  ￦2,796  US$2.512 

Net income per share—diluted

 ￦1,301  ￦1,567  ￦1,999  ￦2,796  ￦2,727  US$2.360 

Weighted average common shares outstanding—diluted (in thousands)

 718,265  673,271  673,271  673,271  673,271  673,271  673,271  673,271  673,271  673,271  685,489  685,489 

Cash dividends paid per share

 ￦500  ￦500  ￦400  ￦500  ￦650  US$0.58  ￦500  ￦400  ￦500  ￦650  ￦700  US$0.61 

 

(1)

The amounts for 2014 reflect the classification of certain former subsidiaries of Woori Finance Holdings as discontinued operations.

(2)

Won amounts are expressed in U.S. dollars at the rate of ￦1,112.9￦1,155.5 to US$1.00, the noon buying rate in effect on December 31, 20182019 as quoted by the Federal Reserve Bank of New York in the United States.

(3)(2)

For a description of “Other net operating expenses,” see Note 3936 of the notes to our consolidated financial statements.

Consolidated Statement of Financial Position Data

 

 As of December 31,  As of December 31, 
 2014 2015 2016 2017 2018 2018(1)  2015 2016 2017 2018 2019 2019(1) 
 (in billions of Won) 

(in millions

of US$)

  (in billions of Won) 

(in millions

of US$)

 

Assets

            

Cash and cash equivalents

 ￦5,963  ￦6,644  ￦7,591  ￦6,908  ￦6,748  US$6,063  ￦6,644  ￦7,591  ￦6,908  ￦6,748  ￦6,393  US$5,532 

Financial assets at fair value through profit or loss (IFRS 9)

  —   —   —   —  6,126  5,505   —   —   —  6,126  8,069  6,983 

Financial assets at fair value through profit or loss (IAS 39)

 4,554  5,133  5,651  5,843   —   —  5,133  5,651  5,843   —   —   — 

Financial assets at fair value through other comprehensive income

  —   —   —   —  18,063  16,231   —   —   —  18,063  27,731  23,999 

Available-for-sale financial assets

 18,811  17,171  20,818  15,353   —   —  17,171  20,818  15,353   —   —   — 

Securities at amortized cost

  —   —   —   —  22,933  20,606   —   —   —  22,933  20,321  17,586 

Held-to-maturity financial assets

 13,044  13,622  13,910  16,749   —   —  13,622  13,910  16,749   —   —   — 

Loans and other financial assets at amortized cost

  —   —   —   —  282,458  253,803   —   —   —  282,458  293,718  254,191 

Loans and receivables

 223,370  244,842  258,393  267,106   —   —  244,842  258,393  267,106   —   —   — 

Investments in joint ventures and associates

 648  644  439  417  362  325  644  439  417  362  806  698 

Investment properties

 358  351  358  371  378  340  351  358  371  378  280  243 

Premises and equipment

 2,501  2,471  2,458  2,478  2,450  2,202  2,471  2,458  2,478  2,450  3,365  2,912 

Intangible assets and goodwill

 296  420  484  519  598  537  420  484  519  598  844  731 

Assets held for sale

 8  18  2  49  18  16  18  2  49  18  11  9 

Net defined benefit assets

  —   —   —   —  3  2 

Current tax assets

 5  7  6  5  21  19  7  6  5  21  47  41 

Deferred tax assets

 258  210  232  280  59  53  210  232  280  59  39  34 

Derivative assets (designated for hedging)

 196  183  141  59  36  32  183  141  59  36  121  105 

Other assets(2)

 145  143  200  158  197  178  143  200  158  197  233  202 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total assets

 ￦270,157  ￦291,859  ￦310,683  ￦316,295  ￦340,447  US$305,910  ￦291,859  ￦310,683  ￦316,295  ￦340,447  ￦361,981  US$313,268 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liabilities

            

Financial liabilities at fair value through profit or loss (IFRS 9)

 ￦—  ￦—  ￦—  ￦—  ￦2,283  US$2,051  ￦—  ￦—  ￦—  ￦2,283  ￦2,958  US$2,560 

Financial liabilities at fair value through profit or loss (IAS 39)

 2,675  3,461  3,803  3,428   —   —  3,461  3,803  3,428   —   —   — 

Deposits due to customers

 188,516  209,142  221,020  234,695  248,691  223,462  209,142  221,020  234,695  248,691  264,686  229,066 

Borrowings

 17,708  20,034  18,770  14,785  16,203  14,559  20,034  18,770  14,785  16,203  18,999  16,442 

Debentures

 24,796  21,899  23,566  27,869  28,736  25,821  21,899  23,566  27,869  28,736  30,858  26,705 

Provisions

 692  517  429  410  391  352  517  429  410  391  444  384 

Net defined benefit liability

 75  99  65  43  173  156  99  65  43  173  92  80 

Current tax liabilities

 299  109  171  233  159  143  109  171  233  159  183  158 

Deferred tax liabilities

 22  19  22  23  18  16  19  22  23  18  134  116 

Derivative liabilities (designated for hedging)

  —   —  7  68  51  46   —  7  68  51  7  6 

Other financial liabilities(3)

 16,890  16,964  21,985  13,892  21,443  19,267  16,964  21,985  13,892  21,443  17,707  15,324 

Other liabilities(4)

 391  305  299  284  346  311  305  299  284  346  420  365 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities

 ￦252,064  ￦272,549  ￦290,137  ￦295,730  ￦318,494  US$286,184  ￦272,549  ￦290,137  ￦295,730  ￦318,494  ￦336,488  US$291,206 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Equity

            

Owners’ equity

            

Capital stock

 ￦3,381  ￦3,381  ￦3,381  ￦3,381  ￦3,381  US$3,038  ￦3,381  ￦3,381  ￦3,381  ￦3,381  ￦3,611  US$3,125 

Hybrid securities

 2,539  3,334  3,575  3,018  3,162  2,841  3,334  3,575  3,018  3,162  998  863 

Capital surplus

 291  294  286  286  286  257  294  286  286  286  626  542 

Other equity(5)

 (2,393)  (1,547)  (1,468)  (1,939)  (2,214)  (1,989)  (1,547)  (1,468)  (1,939)  (2,214)  (2,249)  (1,947) 

Retained earnings

 14,165  13,726  14,612  15,620  17,125  15,387  13,726  14,612  15,620  17,125  18,525  16,032 

Non-controlling interests

 110  122  160  199  213  192  122  160  199  213  3,982  3,447 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total equity

 ￦18,093  ￦19,310  ￦20,546  ￦20,565  ￦21,953  US$19,726  ￦19,310  ￦20,546  ￦20,565  ￦21,953  ￦25,493  US$22,062 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total liabilities and equity

 ￦270,157  ￦291,859  ￦310,683  ￦316,295  ￦340,447  US$305,910  ￦291,859  ￦310,683  ￦316,295  ￦340,447  ￦361,981  US$313,268 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Won amounts are expressed in U.S. dollars at the rate of ￦1,112.9￦1,155.5 to US$1.00, the noon buying rate in effect on December 31, 20182019 as quoted by the Federal Reserve Bank of New York in the United States.

(2)

For a description of “other assets,” see Note 19 of the notes to our consolidated financial statements.

(3)

For a description of “other financial liabilities,” see Note 25 of the notes to our consolidated financial statements.

(4)

For a description of “other liabilities,” see Note 25 of the notes to our consolidated financial statements.

(5)

For a description of “other equity,” see Note 3028-(1) of the notes to our consolidated financial statements.

Profitability Ratios and Other Data

 

  Year ended December 31,   Year ended December 31, 
  2014(1) 2015 2016 2017 2018   2015 2016 2017 2018 2019 
  (in billions of Won except percentages)   (in billions of Won except percentages) 

Return on average assets(2)(1)

   0.47%  0.37%  0.41%  0.49%  0.62%    0.37%  0.41%  0.49%  0.62%  0.53% 

Return on average equity(3)(2)

   6.74  5.62  6.26  7.25  9.36    5.62  6.26  7.25  9.36  9.00 

Net interest spread(4)(3)

   1.72  1.67  1.65  1.69  1.74    1.67  1.65  1.69  1.74  1.66 

Net interest margin(5)(4)

   1.82  1.74  1.71  1.74  1.80    1.74  1.71  1.74  1.80  1.74 

Cost-to-income ratio(6)(5)

   68.38  66.22  66.48  60.79  59.98    66.22  66.48  60.79  59.98  59.56 

Average equity as a percentage of average total assets

   7.03  6.63  6.60  6.71  6.67 

Average owners’ equity as a percentage of average total assets

   6.63  6.60  6.71  6.67  6.86 

Total revenue(7)(6)

  ￦11,027  ￦10,795  ￦10,675  ￦10,833  ￦11,752   ￦10,795  ￦10,675  ￦10,833  ￦11,752  ￦12,532 

Operating expense(8)(7)

   9,032  8,478  8,267  7,891  8,663    8,478  8,267  7,891  8,663  9,358 

Operating margin(9)(8)

   1,995  2,317  2,408  2,942  3,089    2,317  2,408  2,942  3,089  3,174 

Operating margin as a percentage of total revenue

   18.09%  21.46%  22.56%  27.16%  26.28%    21.46%  22.56%  27.16%  26.28%  25.33% 

 

(1)

The amounts for 2014 exclude certain former subsidiaries of Woori Finance Holdings classified as discontinued operations.

(2)

Represents net income attributable to owners as a percentage of average total assets. Average balances are based on daily balances for Woori Bank and on quarterly balances for all of our other subsidiaries and our structured companies.

(3)(2)

Represents net income attributable to owners as a percentage of average owners’ equity. Average balances are based on daily balances for Woori Bank and on quarterly balances for all of our subsidiaries and our structured companies.

(4)(3)

Represents the difference between the yield on average interest-earning assets and cost of average interest-bearing liabilities.

(5)(4)

Represents the ratio of net interest income to average interest-earning assets.

(6)(5)

Represents the ratio ofnon-interest expense (excluding impairment losses due to credit loss) to the sum of net interest income andnon-interest income.

(7)(6)

Represents the sum of interest income, dividend income, fees and commissions income, net gain (loss) on financial instruments at fair value through profit or loss, net gain on financial assets at fair value through other comprehensive income and net gain arising on financial assets at amortized cost (or net gain (loss) onavailable-for-sale financial assets).

The following table shows how total revenue is calculated:

 

  Year ended December 31,   Year ended December 31, 
  2014(a) 2015 2016 2017 2018   2015 2016 2017 2018   2019 
  (in billions of Won)   (in billions of Won) 

Interest income

  ￦9,211  ￦8,698  ￦8,512  ￦8,551  ￦9,684   ￦8,698  ￦8,512  ￦8,551  ￦9,684   ￦10,577 

Fees and commissions income

   1,598  1,757  1,865  2,069  1,681    1,757  1,865  2,069  1,681    1,709 

Dividend income

   97  103  185  125  91    103  185  125  91    108 

Net gain on financial assets at fair value through profit or loss (IFRS 9)

   —   —   —   —  214 

Net gain (loss) on financial assets at fair value through profit or loss (IAS 39)

   190  240  114  (105)   — 

Net gain on financial instruments at fair value through profit or loss (IFRS 9)

   —   —   —  214    25 

Net gain (loss) on financial instruments at fair value through profit or loss (IAS 39)

   240  114  (105)   —    — 

Net gain on financial assets at fair value through other comprehensive income

   —   —   —   —  2    —   —   —  2    11 

Net gain (loss) onavailable-for-sale financial assets

   (69)  (3)  (1)  193   —    (3)  (1)  193   —    — 

Net gain arising on financial assets at amortized cost

   —   —   —   —  80    —   —   —  80    102 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

 

Total revenue

  ￦11,027  ￦10,795  ￦10,675  ￦10,833  ￦11,752   ￦10,795  ￦10,675  ￦10,833  ￦11,752   ￦12,532 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

   

 

 

 

(a)

The amounts for 2014 exclude certain former subsidiaries of Woori Finance Holdings classified as discontinued operations.

(8)(7)

Represents interest expense, fees and commissions expense, general and administrative expense and other net operating expense, excluding impairment losses due to credit loss of ￦1,097 billion, ￦966 billion, ￦834 billion, ￦785 billion, and ￦330 billion and ￦374 billion for 2014, 2015, 2016, 2017, 2018 and 2018,2019, respectively.

The following table shows how operating expense is calculated:

 

  Year ended December 31,   Year ended December 31, 
  2014(a)   2015   2016   2017   2018   2015   2016   2017   2018   2019 
  (in billions of Won)   (in billions of Won) 

Interest expense

  ￦4,718   ￦3,936   ￦3,492   ￦3,330   ￦4,033   ￦3,936   ￦3,492   ￦3,330   ￦4,033   ￦4,683 

Fees and commissions expense

   681    781    928    999    611    781    928    999    611    606 

General and administrative expense

   2,959    3,151    3,479    3,531    3,624    3,151    3,479    3,531    3,624    3,766 

Other net operating expenses

   674    610    368    31    395    610    368    31    395    303 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Operating expense

  ￦9,032   ￦8,478   ￦8,267   ￦7,891   ￦8,663   ￦8,478   ￦8,267   ￦7,891   ￦8,663   ￦9,358 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(a)

The amounts for 2014 exclude certain former subsidiaries of Woori Finance Holdings classified as discontinued operations.

(9)(8)

Represents total revenue less operating expense.

Asset Quality Data

 

  As of December 31,   As of December 31, 
  2014 2015 2016 2017 2018   2015 2016 2017 2018 2019 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Total loans(1)

  ￦207,077  ￦227,169  ￦236,801  ￦252,793  ￦262,034   ￦227,169  ￦236,801  ￦252,793  ￦262,034  ￦271,993 

Totalnon-performing loans(2)

   3,818  2,909  2,080  1,853  1,329    2,909  2,080  1,853  1,329  1,157 

Other impaired loans not included innon-performing loans

   692  339  335  374  292    339  335  374  292  229 

Totalnon-performing loans and other impaired loans

   4,510  3,248  2,415  2,227  1,621    3,248  2,415  2,227  1,621  1,386 

Total allowance for credit losses

   2,609  2,051  1,851  1,770  1,778    2,051  1,851  1,770  1,778  1,575 

Non-performing loans as a percentage of total loans

   1.84%  1.28%  0.88%  0.73%  0.51%    1.28%  0.88%  0.73%  0.51%  0.43% 

Non-performing loans as a percentage of total assets

   1.41  1.00  0.67  0.59  0.39    1.00  0.67  0.59  0.39  0.32 

Totalnon-performing loans and other impaired loans as a percentage of total loans

   2.18  1.43  1.02  0.88  0.62    1.43  1.02  0.88  0.62  0.51 

Allowance for credit losses as a percentage of total loans

   1.26  0.90  0.78  0.70  0.68    0.90  0.78  0.70  0.68  0.58 

 

(1)

Not including due from banks and other financial assets (or other receivables), and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(2)

Defined as those loans that are past due by 90 days or more or classified as substandard or below based on the Financial Services Commission’s asset classification criteria. See “Item 4.B. Business Overview—Assets and Liabilities—Asset Quality of Loans—Loan Classifications.”

Selected Financial Information

Average Balances and Related Interest

The following tables show our average balances and interest rates for the past three years:

 

 Year ended December 31,  Year ended December 31, 
 2016 2017 2018  2017 2018 2019 
 Average
Balance(1)		 Interest
Income(2)		 Average
Yield		 Average
Balance(1)		 Interest
Income(2)		 Average
Yield		 Average
Balance(1)		 Interest
Income(2)		 Average
Yield		  Average
Balance(1)		 Interest
Income(2)		 Average
Yield		 Average
Balance(1)		 Interest
Income(2)		 Average
Yield		 Average
Balance(1)		 Interest
Income(2)		 Average
Yield		 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 

Assets

                  

Interest-earning assets

                  

Due from banks

 ￦14,807  ￦75  0.51%  ￦15,594  ￦83  0.53%  ￦16,027  ￦113  0.71%  ￦15,594  ￦83  0.53%  ￦16,027  ￦113  0.71%  ￦16,045  ￦141  0.88% 

Loans(3)

                  

Commercial and industrial

 98,202  3,220  3.28  95,349  3,141  3.29  104,269  3,437  3.30  95,349  3,141  3.29  104,269  3,437  3.30  110,291  3,604  3.27 

Trade financing

 13,159  213  1.62  12,155  240  1.97  11,916  315  2.64  12,155  240  1.97  11,916  315  2.64  11,112  295  2.65 

Lease financing(4)

 4   —   —  35  1  3.73  111  4  3.52  35  1  3.73  111  4  3.52  191  2  3.92 

Other commercial

 9,697  221  2.28  9,064  211  2.33  11,038  270  2.45  9,064  211  2.33  11,038  270  2.45  9,460  243  2.57 

General purpose household(5)

 61,918  2,111  3.41  66,420  2,287  3.44  67,042  2,647  3.95  66,420  2,287  3.44  67,042  2,647  3.95  71,413  2,928  4.10 

Mortgage

 45,007  1,323  2.94  47,545  1,405  2.96  48,445  1,559  3.22  47,545  1,405  2.96  48,445  1,559  3.22  53,296  1,717  3.22 

Credit cards(2)

 6,300  547  8.68  6,772  551  8.14  7,445  600  8.06  6,772  551  8.14  7,445  600  8.06  7,358  655  8.90 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total loans

 234,287  7,635  3.26  237,340  7,836  3.30  250,266  8,832  3.53  237,340  7,836  3.30  250,266  8,832  3.53  263,121  9,444  3.59 

Securities

                  

Trading(6)

 2,665  63  2.36  2,712  53  1.95  3,955  54  1.37  2,712  53  1.95  3,955  54  1.37  4,091  51  1.25 

Investment(7)

 31,348  700  2.23  32,881  548  1.67  32,404  657  2.03  32,881  548  1.67  32,404  657  2.03  43,568  911  2.09 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total securities

 34,013  763  2.24  35,593  601  1.69  36,359  711  1.96  35,593  601  1.69  36,359  711  1.96  47,659  962  2.02 

Other

 11,157  39  0.35  11,164  31  0.28  11,990  28  0.23  11,164  31  0.28  11,990  28  0.23  12,809  30  0.23 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average interest earning assets

 294,264  8,512  2.89  299,691  8,551  2.85  314,642  9,684  3.08  299,691  8,551  2.85  314,642  9,684  3.08  339,634  10,577  3.11 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total averagenon-interest earning assets

 11,289   —   —  11,104   —   —  11,144   —   —  11,104   —   —  11,144   —   —  15,428   —   — 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average assets

 ￦305,553  ￦8,512  2.79%  ￦310,795  ￦8,551  2.75%  ￦325,786  ￦9,684  2.97%  ￦310,795  ￦8,551  2.75%  ￦325,786  ￦9,684  2.97%  ￦355,062  ￦10,577  2.98% 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

 

 Year ended December 31,  Year ended December 31, 
 2016 2017 2018  2017 2018 2019 
 Average
Balance(1)		 Interest
Expense		 Average
Cost		 Average
Balance(1)		 Interest
Expense		 Average
Cost		 Average
Balance(1)		 Interest
Expense		 Average
Cost		  Average
Balance(1)		 Interest
Expense		 Average
Cost		 Average
Balance(1)		 Interest
Expense		 Average
Cost		 Average
Balance(1)		 Interest
Expense		 Average
Cost		 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 

Liabilities

                  

Interest-bearing liabilities

                  

Deposits due to customers

                  

Demand deposits

 ￦9,742  ￦76  0.78%  ￦8,319  ￦52  0.63%  ￦8,512  ￦51  0.60%  ￦8,319  ￦52  0.63%  ￦8,512  ￦51  0.60%  ￦8,213  ￦35  0.43% 

Time and savings deposits

 181,073  2,166  1.20  186,277  2,008  1.08  196,806  2,418  1.23  186,277  2,008  1.08  196,806  2,418  1.23  211,732  2,814  1.33 

Certificates of deposit

 3,476  59  1.70  4,553  78  1.71  5,091  104  2.04  4,553  78  1.71  5,091  104  2.04  4,760  105  2.21 

Other deposits

 23,405  246  1.05  24,444  242  0.99  26,254  344  1.31  24,444  242  0.99  26,254  344  1.31  28,930  471  1.63 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total deposits

 217,696  2,547  1.17  223,593  2,380  1.06  236,663  2,917  1.23  223,593  2,380  1.06  236,663  2,917  1.23  253,635  3,425  1.35 

Borrowings

 20,054  215  1.07  17,669  238  1.35  15,752  307  1.95  17,669  238  1.35  15,752  307  1.95  19,258  383  1.99 

Debentures

 22,988  619  2.69  25,865  639  2.47  27,613  720  2.61  25,865  639  2.47  27,613  720  2.61  29,536  777  2.63 

Other

 19,994  111  0.56  19,037  73  0.38  20,146  89  0.44  19,037  73  0.38  20,146  89  0.44  21,426  98  0.46 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average interest-bearing liabilities

 280,732  3,492  1.24  286,164  3,330  1.16  300,174  4,033  1.34  286,164  3,330  1.16  300,174  4,033  1.34  323,855  4,683  1.45 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total averagenon-interest-bearing liabilities

 4,663   —   —  3,767   —   —  3,896   —   —  3,767   —   —  3,896   —   —  6,855   —   — 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average liabilities

 285,395  3,492  1.22  289,931  3,330  1.15  304,070  4,033  1.33  289,931  3,330  1.15  304,070  4,033  1.33  330,710  4,683  1.42 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average equity

 20,158   —   —  20,864   —   —  21,716   —   —  20,864   —   —  21,716   —   —  24,352   —   — 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

Total average liabilities and equity

 ￦305,553  ￦3,492  1.14%  ￦310,795  ￦3,330  1.07%  ￦325,786  ￦4,033  1.24%  ￦310,795  ￦3,330  1.07%  ￦325,786  ￦4,033  1.24%  ￦355,062  ￦4,683  1.32% 
 

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

   

 

  

 

  

 

(1)

Average balances are based on daily balances for Woori Bank and on quarterly balances for all of our other subsidiaries and our structured companies.

(2)

Interest income from credit cards is derived from interest on credit card loans and credit card installment purchases.

(3)

Not including other financial assets (or other receivables), and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(4)

Includes automobile lease financing to consumer borrowers.

(5)

Includes home equity loans.

(6)

Includes financial assets at fair value through profit or loss.

(7)

Includes financial assets at fair value through other comprehensive income and securities at amortized cost (oravailable-for-sale financial assets andheld-to-maturity financial assets).

Analysis of Changes in Net Interest Income—Volume and Rate Analysis

The following table provides an analysis of changes in interest income, interest expense and net interest income based on changes in volume and changes in rate for 2017 compared to 2016 and 2018 compared to 2017.2017 and 2019 compared to 2018. Information is provided with respect to: (1) effects attributable to changes in volume (changes in volume multiplied by prior rate) and (2) effects attributable to changes in rate (changes in rate multiplied by prior volume). Changes attributable to the combined impact of changes in rate and volume have been allocated proportionately to the changes due to volume changes and changes due to rate changes.

 

  2017 vs. 2016
Increase/(decrease)
due to changes in		 2018 vs. 2017
Increase/(decrease)
due to changes in		   2018 vs. 2017
Increase/(decrease)
due to changes in		 2019 vs. 2018
Increase/(decrease)
due to changes in		 
  Volume Rate Total Volume Rate Total   Volume Rate Total Volume Rate Total 
  (in billions of Won)   (in billions of Won) 

Interest-earning assets

    

Due from banks

  ￦4  ￦4  ￦8  ￦2  ￦28  ￦30   ￦2  ￦28  ￦30  ￦—  ￦28  ￦28 

Loans(1)

              

Commercial and industrial

   (94)  15  (79)  293  3  296    293  3  296  199  (32)  167 

Trade financing

   (16)  43  27  (5)  80  75    (5)  80  75  (21)  1  (20) 

Lease financing(2)

   1   —  1  3   —  3    3   —  3  3  (5)  (2) 

Other commercial

   (14)  4  (10)  46  13  59    46  13  59  (39)  12  (27) 

General purpose household(3)

   154  22  176  21  339  360 

General purpose household(3)

   21  339  360  173  108  281 

Mortgage

   75  7  82  27  127  154    27  127  154  156  2  158 

Credit cards

   41  (37)  4  55  (6)  49    55  (6)  49  (7)  62  55 

Securities

              

Trading(4)

   1  (11)  (10)  24  (23)  1    24  (23)  1  2  (5)  (3) 

Investment(5)

   34  (186)  (152)  (8)  117  109    (8)  117  109  227  27  254 

Other

   —  (8)  (8)  2  (5)  (3)    2  (5)  (3)  2   —  2 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total interest income

  ￦186  ￦(147)  ￦39  ￦460  ￦673  ￦1,133   ￦460  ￦673  ￦1,133  ￦695  ￦198  ￦893 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Interest-bearing liabilities

              

Deposits due to customers

              

Demand deposits

  ￦(11)  ￦(13)  ￦(24)  ￦1  ￦(2)  ￦(1)   ￦1  ￦(2)  ￦(1)  ￦(2)  ￦(14)  ￦(16) 

Time and savings deposits

   62  (220)  (158)  114  296  410    114  296  410  184  212  396 

Certificates of deposit

   18  1  19  9  17  26    9  17  26  (7)  8  1 

Other deposits

   11  (15)  (4)  18  84  102    18  84  102  35  92  127 

Borrowings

   (26)  49  23  (26)  95  69    (26)  95  69  68  8  76 

Debentures

   77  (57)  20  43  38  81    43  38  81  50  7  57 

Other

   (5)  (33)  (38)  4  12  16    4  12  16  6  3  9 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total interest expense

  ￦126  ￦(288)  ￦(162)  ￦163  ￦540  ￦703   ￦163  ￦540  ￦703  ￦334  ￦316  ￦650 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Net interest income

  ￦60  ￦141  ￦201  ￦297  ￦133  ￦430   ￦297  ￦133  ￦430  ￦361  ￦(118)  ￦243 
  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Not including other financial assets (or other receivables) and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(2)

Includes automobile lease financing to consumer borrowers.

(3)

Includes home equity loans.

(4)

Includes financial assets at fair value through profit or loss.

(5)

Includes financial assets at fair value through other comprehensive income and securities at amortized cost (oravailable-for-sale financial assets andheld-to-maturity financial assets).

 

Item 3.B.

Capitalization and Indebtedness

Not Applicable

 

Item 3.C.

Reasons for the Offer and Use of Proceeds

Not Applicable

 

Item 3.D.

Risk Factors

Risks relating to our corporate credit portfolio

The largest portion of our exposure is to small- andmedium-sized enterprises, and financial difficulties experienced by companies in this segment may result in a deterioration of our asset quality and have an adverse impact on us.

Our loans to small- andmedium-sized enterprises amounted to ￦68,434 billion, or 28.9% of our total loans, as of December 31, 2016, ￦74,906 billion, or 29.6% of our total loans, as of December 31, 2017, and ￦79,371 billion, or 30.3 % of our total loans, as of December 31, 2018.2018 and ￦85,367 billion, or 31.4% of our total loans, as of December 31, 2019. As of December 31, 2018,2019,Won-denominated loans to small- andmedium-sized enterprises that were classified as substandard or below were ￦451￦409 billion, representing 0.6%0.5% of such loans to those enterprises. Seeenterprises.See “Item 4.B. Business Overview—Corporate Banking—Small andMedium-Sized Enterprise Banking.” We recorded charge-offs of ￦199￦185 billion in respect of ourWon-denominated loans to small- andmedium-sized enterprises in 2018,2019, compared to charge-offs of ￦199 billion in 2018 and ￦325 billion in 2017 and ￦469 billion in 2016.2017. According to data compiled by the Financial Supervisory Service, the industry-wide delinquency ratios forWon-denominated loans to small- andmedium-sized enterprises increased in 2018 but decreased in 2017 but increased in 2018.2019. The delinquency ratio for small- andmedium-sized enterprises is calculated as the ratio of (1) the outstanding balance of such loans in respect of which either principal or interest payments are overdue by one month or more to (2) the aggregate outstanding balance of such loans. Our delinquency ratio for such loans denominated in Won was 0.9% as of December 31, 2016, 0.5% as of December 31, 2017, and 0.5% as of December 31, 2018. Our2018 and 0.4% as of December 31, 2019.Our delinquency ratio may increase in 20192020 as a result of, among other things, adverse changes in economic conditions in Korea and globally. See “—Other risks relating to our business—Unfavorable changes in the global financial markets could adversely affect our results of operations and financial condition.” Accordingly, we may be required to take measures to decrease our exposures to these customers.

In light of the deteriorating financial condition and liquidity position of small- andmedium-sized enterprises in Korea as a result of the global financial crisis commencing in the second half of 2008, the Korean government introduced measures intended to encourage Korean banks to provide financial support to small- andmedium-sized enterprise borrowers. For example, the Korean government requested Korean banks, including us,Woori Bank, to establish a “fast track” program to provide liquidity assistance to small- andmedium-sized enterprises on an expedited basis. Under the “fast track” program we established by Woori Bank, liquidity assistance is provided to small- andmedium-sized enterprise borrowers applying for such assistance, in the form of new short termshort-term loans or maturity extensions or interest rate adjustments with respect to existing loans, after expedited credit review and approval. The overall prospects for the Korean economy in 20192020 and beyond remain uncertain, especially in light of theCOVID-19 pandemic affecting many countries worldwide, including Korea, and the Korean government may extend or renew existing or past policies and initiatives or introduce new policies or initiatives to encourage Korean banks to provide financial support to small- andmedium-sized enterprises. For example, the Financial Services Commission requested 14 Korean banks, including Woori Bank, to extend speciallow-rate loans to small merchants affected by theCOVID-19 pandemic beginning in April 2020. The aggregate amount of such loans extended by the Korean banks is expected to be ￦3.5 trillion, of which ￦261 billion was provided by Woori Bank as of April 23, 2020. In addition, Korean financial regulatory authorities, including the Financial Services Commission and the Financial Supervisory Service, adopted guidelines for

Korean banks to extend loan terms and defer interest payments with respect to small- and medium sized enterprises and small merchants affected by theCOVID-19 pandemic starting from April 2020. We believe that, to date, our participation in suchgovernment-led initiatives (primarily through the “fast track” program) has not caused us to extend a material amount of credit that we would not have otherwise extended nor materially impacted our results of operations and financial condition in general. The aggregate amount of outstanding small- andmedium-sized enterprise loans made by us under the “fast track” program was ￦91.8￦103.4 billion as of December 31, 2018,2019, which represented 0.12%0.13% of our total small- andmedium-sized enterprise loan portfolio as of such date.

Furthermore, loans made by us under the “fast track” program are partially guaranteed by the Korean government’s public financial institutions, including the Korea Credit Guarantee Fund and the Korea Technology Finance Corporation. However, there can be no assurance that our future participation in suchgovernment-led initiatives would not lead us to extend credit to small- andmedium-sized enterprise borrowers that we would not otherwise extend, or offer terms for such credit that we would not otherwise offer, in the absence of such initiatives. Furthermore, there is no guarantee that the financial condition and liquidity position of our small- andmedium-sized enterprise borrowers benefiting from such initiatives will improve sufficiently for them to service their debt on a timely basis, or at all. Accordingly, increases in our exposure to small- andmedium-sized enterprises resulting from suchgovernment-led initiatives may have a material adverse effect on our results of operations and financial condition.

Many small- andmedium-sized enterprises represent sole proprietorships or very small businesses dependent on a relatively limited number of suppliers or customers and tend to be affected by fluctuations in the Korean and global economy to a greater extent than large corporate borrowers. In addition, small- andmedium-sized enterprises often maintain less sophisticated financial records than large corporate borrowers. Therefore, it is generally more difficult for us to judge the level of risk inherent in lending to these enterprises, as compared to large corporations. However, in light of theCOVID-19 pandemic, the Bank of Korea announced the early implementation of Basel III standards relating to lowering the risk weight of loans extended to small- andmedium-sized enterprises with no credit rating from 100% to 85% starting from April 2020 in an effort to boost such lending.

In addition, many small- andmedium-sized enterprises have close business relationships with large corporations in Korea, primarily as suppliers. Any difficulties encountered by those largecorporations would likely hurt the liquidity and financial condition of related small- andmedium-sized enterprises, including those to which we have exposure, also resulting in an impairment of their ability to repay loans.

Financial difficulties experienced by small- andmedium-sized enterprises as a result of, among other things, adverse changes in domestic and global economic conditions, as well ascould have an adverse impact on the ability of small- andmedium-sized enterprises to make payments on their loans. For example, the ongoingCOVID-19 pandemic has had a significant adverse impact on the Korean and global economy, including disruptions in the supply chains, declines in the sales and deterioration in the financial conditions of small- andmedium-sized enterprises. See “—Other risks relating to our business—The recent global outbreak of COVID-19 may adversely affect our business, financial condition or results of operations.” In addition, aggressive marketing and competition among banks to lend to this segment may lead to a deterioration in the asset quality of our loans to this segment in the future. Any such deterioration would result in increased charge-offs, higher provisioning and reduced interest and fee income from this segment, which would have an adverse impact on our financial condition and results of operations.

We have exposure to Korean construction, shipbuilding and shipping companies, and financial difficulties of these companies may adversely impact us.

As of December 31, 2018,2019, the total amount of loans provided by us to construction, shipbuilding and shipping companies in Korea amounted to ￦3,847￦4,051 billion, ￦527￦420 billion and ￦371￦413 billion, or 1.5%, 0.2% and 0.1%0.2% of our total loans, respectively. Werespectively.We also have other exposures to Korean construction, shipbuilding and shipping companies, including in the form of guarantees extended for the benefit of such companies and debt and equity securities of such companies held by us.In the case of construction companies, we have potential exposure in the form of guarantees provided to us by general contractors with respect to financing extended by us for residential and commercial real estate development projects, as well as commitments to purchase asset-backedasset-

backed securities secured by the assets of companies in the construction industry and other commitments we enter into relating to project financing for such real estate projects which may effectively function as guarantees. In the case of shipbuilding companies, such exposures include refund guarantees extended by us on behalf of shipbuilding companies to cover their obligation to return a portion of the ship order contract amount to customers in the event of performance delays or defaults under shipbuilding contracts.

Although the construction industry in Korea has shown signs of recovery since 2015, excessive investment in residential property development projects, the recent strengthening of mortgage lending regulations by the Korean government, stagnation of real property prices and reduced demand for residential property in areas outside of Seoul, are expected to continue to negatively impact the construction industry. The shipbuilding industry in Korea has experienced a severe downturn in recent years reflecting a significant decrease in ship orders, primarily due to adverse conditions in the global economy and the resulting slowdown in global trade. In the case of shipping companies in Korea, reduced shipping rates and high chartering costs, together with the slowdown in global trade, have contributed to the deterioration of their financial condition, requiring some of them to file for bankruptcy or pursue voluntary restructuring of their debt.

In response to the deteriorating financial condition and liquidity position of borrowers in the Korean construction, shipbuilding and shipping industries, which were disproportionately impacted by adverse domestic and global economic developments, the Korean government implemented a program in 2009 to promote expedited restructuring of such borrowers by their Korean creditor financial institutions, under the supervision of major commercial banks. In accordance with such program, 24 construction companies and five shipbuilding companies became subject to workout in 2009, following review by their creditor financial institutions (including us) and the Korean government. Each year since 2009, the Financial Services Commission and the Financial Supervisory Service have announced the results of subsequent credit risk evaluations conducted by creditor financial institutions (including us) of certain companies in Korea, with outstanding debt of ￦50 billion or more, pursuant to which a number of companies were selected by such financial institutions for restructuring in the form of workout, liquidation or court receivership. Most recently, in 2018, five companies with outstanding debt of ￦50 billion or more (all of which were shipbuilding companies) were selected by such financial institutions for restructuring. ThereHowever, there is no assurance however, that these measures will be successful in stabilizing the Korean construction, shipbuilding and shipping industries.

The allowance for credit losses that we have established against our credit exposures to Korean construction, shipbuilding and shipping companies may not be sufficient to cover all future losses arising from these and other exposures. If the credit quality of our exposures to such companies declines further, we may incur substantial additional provisions for credit loss, which could adversely impact our results of operations and financial condition. Furthermore, although a portion of our loans to construction, shipbuilding and shipping companies are secured by collateral, such collateral may not be sufficient to cover uncollectible amounts in respect of such loans.

A large portion of our exposure is concentrated in a relatively small number of large corporate borrowers, which increases the risk of our corporate credit portfolio.

As of December 31, 2018,2019, our 20 largest exposures to corporate borrowers (including loans, debt and equity securities, credit-related commitments and other exposures) totaled ￦49,913￦52,634 billion, which represented 12.0% of our total exposures. As of that date, our single largest corporate exposure was to the Korea Development Bank, to which we had outstanding credits in the form of debt securities of ￦9,424￦11,917 billion and loans in Won of ￦14￦6 billion, representing 2.3%2.7% of our total exposures in the aggregate. Aside from exposure to the Korean government and government-related agencies, our next largest exposure was to KyoboKB Securities, to which we had outstanding exposure of ￦2,543￦1,140 billion representing 0.6%0.3% of our total exposures. Any deterioration in the financial condition of our large corporate borrowers, including those in industries particularly affected by theCOVID-19 pandemic to which we have significant exposures such as the hotel, leisure and transportation industries, the retail and wholesale industries and the manufacturing industry, may require us to record substantial additional allowances and may have a material adverse impact on our results of operations and financial condition.

We have exposure to the largest Korean commercial conglomerates, known as “chaebols,” and, as a result, financial difficulties of chaebols may have an adverse impact on us.

Of our 20 largest corporate exposures as of December 31, 2018, four2019, five were to companies that were members of the 2428 largestchaebolsin Korea. AsKorea.As of that date, the total amount of our exposures to the 2428 largestchaebols was ￦24,285￦19,454 billion, or 5.8%4.4% of our total exposures. Ifexposures.If the credit quality of our exposures tochaebols declines as a result of financial difficulties they experience or for other reasons, we could incur additional provisions for credit loss, which would hurt our results of operations and financial condition. See “Item 4.B. Business Overview—Assets and Liabilities—Loan Portfolio—Exposure to Chaebols.”

The allowances we have established against these exposures may not be sufficient to cover all future losses arising from these exposures. In addition, in the case of companies that are in or in the future enter into workout, restructuring, reorganization or liquidation proceedings, our recoveries from those companies may be limited. We may, therefore, experience future losses with respect to these exposures.

We have exposure to companies that are currently or may in the future be put in restructuring and we may suffer losses as a result of additional provisions for credit loss required or the adoption of restructuring plans with which we do not agree.

As of December 31, 2018,2019, our credit exposures to companies that were in workout or corporate restructuring amounted to ￦515￦274 billion or 0.1% of our total credit exposures, of which ￦433￦227 billion or 84.1%82.8% was classified as substandard or below and substantially all of which was classified as impaired. Asimpaired.As of the same date, our allowance for credit losses on these credit exposures amounted to ￦193￦124 billion, or 37.5%45.3% of these exposures. Theseexposures.These allowances may not be sufficient to cover all future losses arising from our credit exposure to these companies. Furthermore, we have other exposure to such companies in the form of debt and equity securities of such companies held by us (including equity securities we acquired as a result ofdebt-to-equity conversions). Including such securities, our exposures as of December 31, 20182019 to companies in workout or restructuring amounted to ￦523￦275 billion, or 0.1% of our total exposures. Ourexposures.Our exposures to such companies may also increase in the future, including as a result of adverse conditions in the Korean economy. In addition, in the case of borrowers that are or become subject to workout, we may be forced to restructure our credits pursuant to restructuring plans approved by other creditor financial institutions of the borrower, or to dispose of our credits to other creditors on unfavorable terms, which may adversely affect our results of operations and financial condition.

Risks relating to our consumer credit portfolio

We may experience increases in delinquencies in our consumer loan and credit card portfolios.

In recent years, consumer debt has increased rapidly in Korea. Our portfolio of consumer loans amounted to ￦104,484 billion as of December 31, 2016, ￦109,290 billion as of December 31, 2017, and ￦117,096 billion as of December 31, 2018. Our2018 and ￦124,003 billion as of December 31, 2019.Our credit card portfolio amounted to ￦6,674 billion as of December 31, 2016, ￦6,827 billion as of December 31, 2017, and ￦8,051 billion as of December 31, 2018. As2018 and ￦8,399 billion as of December 31, 2018,2019.As of December 31, 2019, our consumer loans and credit card receivables represented 44.7%45.6%and 3.1%of our total lending, respectively. Seerespectively.See “Item 4.B. Business Overview—Consumer Banking—Lending Activities” and “Item 4.B. Business Overview—Credit Cards—Products and Services.”

The growth in our consumer loan portfolio in recent years, together with adverse changes in economic conditions in Korea and globally, may lead to increasing delinquencies and a deterioration in asset quality. The amount of our consumer loans classified as substandard or below was ￦305 billion (or 0.3% of our consumer loan portfolio) as of December 31, 2016, ￦276 billion (or 0.3% of our consumer loan portfolio) as of December 31, 2017, and ￦309 billion (or 0.3% of our consumer loan portfolio) as of December 31, 2018. We2018 and ￦314 billion (or 0.3% of our consumer loan portfolio) as of December 31, 2019.We charged off consumer loans amounting to ￦217 billion in 2019, as compared to ￦204 billion in 2018 as compared toand ￦147 billion in 2017, and ￦155 billion in 2016, and recorded provisions for credit loss in respect of consumer loans of ￦163 billion in 2019, as compared to ￦192 billion in 2018 as compared toand ￦152 billion in 2017 and ￦77 billion in 2016.2017. Within our consumer loan portfolio, the outstanding balance of general purpose household loans, which, unlike mortgage or home equity loans, are often

unsecured and therefore tend to carry a higher credit risk, amounted to ￦27,113 billion, or 25.9% of our total outstanding consumer loans, as of December 31, 2016, ￦31,108 billion, or 28.5% of our total outstanding consumer loans, as of December 31, 2017, and ￦33,486 billion, or 28.6% of our total outstanding consumer loans, as of December 31, 2018.2018 and ￦35,981 billion, or 29.0% of our total outstanding consumer loans, as of December 31, 2019.

In our credit card segment, outstanding balances overdue by more than one month amounted to ￦80 billion, or 1.2% of our credit card receivables, as of December 31, 2016, ￦88 billion, or 1.3% of our credit card receivables, as of December 31, 2017, and ￦110 billion, or 1.4% of our credit card receivables, as of December 31, 2018. In2018 and ￦110 billion, or 1.3% of our credit card receivables, as of December 31, 2019.In line with industry practice, we have restructured a portion of our delinquent credit card account balances as loans. As of December 31, 2018,2019, these restructured loans amounted to ￦147￦165 billion, or 1.8%2.0% of our credit card balances. Becausebalances.Because these restructured loans are not initially recorded as being delinquent, our delinquency ratios do not fully reflect all delinquent amounts relating to our credit card balances. Including all restructured loans, outstanding balances overdue by more than one month accounted for 3.1%3.2% of our credit card

balances as of December 31, 2018. We2019.We charged off credit card balances amounting to ￦281 billion in 2019, as compared to ￦243 billion in 2018 as compared toand ￦228 billion in 2017, and ￦242 billion in 2016, and recordedprovisions for credit loss in respect of credit card balances of ￦236 billion in 2019, as compared to ￦213 billion in 2018 as compared toand ￦204 billion in 2017 and ￦207 billion in 2016. Delinquencies2017.Delinquencies may further increase in the future as a result of, among other things, adverse economic conditions in Korea, additional government regulation or the inability of Korean consumers to manage increased household debt.

A deterioration of the asset quality of our consumer loan and credit card portfolios would require us to record increased provisions for credit loss and charge-offs and adversely affect our financial condition and results of operations. In addition, our large exposure to consumer debtloans means that we are exposed to changes in economic conditions affecting Korean consumers. Accordingly, economic difficulties in Korea that hurt those consumers could result in further deterioration in the credit quality of our consumer loan and credit card portfolios. For example, the severe impact of theCOVID-19 pandemic on Korea’s economy may disrupt the business, activities and operations of our consumers, which in turn could result in a significant decrease in the number of financial transactions or the inability of our consumers to meet existing payment or other obligations to us. In addition, a rise in unemployment or an increase in interest rates in Korea could adversely affect the ability of consumers to make payments and increase the likelihood of potential defaults. See “Risks relating to Korea—Unfavorable financial and economic developments in Korea may have an adverse effect on us.”

In addition, we are exposed to changes in regulations and policies on consumer lending by the Korean government, which may adopt measures to restrict consumer lending or encourage financial institutions to provide financial support to certain types of retail borrowers. In 2014 and 2015, the Korean government implemented several measures to encourage consumer spending and revive the housing market in Korea, including loosening regulations on mortgage lending, which contributed to an increase in our portfolio of consumer loans. However, the Korean government introduced various measures from the second half of 2016 to 20182019 to tighten regulations on mortgage lending and housing subscription in response to the rapid growth in consumer debt and concerns over speculative investments in real estate in certain areas. A decrease in housing prices as a result of the implementation of such measures, together with the high level of consumer debt and rising interest rate levels, could result in declines in consumer spending and reduced economic growth, which may lead to increases in delinquency levels of our consumer loan and credit card portfolios.

In light of adverse conditions in the Korean economy affecting consumers, in March 2009, the Financial Services Commission requested Korean banks, including us,Woori Bank, to establish a“pre-workout program,” including a credit counseling and recovery service, for retail borrowers with outstanding short-term debt. Under thepre-workout program, which has been in operation since April 2009, maturity extensions and/or interest reductions are provided to retail borrowers with total loans of less than ￦1.5 billion (consisting of no more than ￦500 million of unsecured loans and ￦1 billion of secured loans) who are in arrears on their payments for more than 30 days but less than 90 days or for retail borrowers with an annual income of ￦40 million or less who have been in arrears on their payments for 30 days or more on an aggregate basis for the 12 months prior to their application, among others. The aggregate amount of consumer credit (including credit card receivables) we provided which became subject to thepre-workout program in 20182019 was ￦37￦43.7 billion. While we believe that

ouroperation of thepre-workout programhasprogram has not had a material impact on the overall credit quality of our consumer loan and credit card portfolios to date, our participation in suchgovernment-led initiatives to provide financial support to retail borrowers may lead us to offer credit terms for such borrowers that we would not otherwise offer in the absence of such initiatives, which may have an adverse effect on our results of operations and financial condition.

A decline in the value of the collateral securing our consumer loans and our inability to realize full collateral value may adversely affect our consumer credit portfolio.

A substantial portion of our consumer loans is secured by real estate, the values of which have fluctuated significantly in recent years. Although it is our general policy to lend up to 70% of the appraised value of collateral (except in areas of high speculation designated by the government where we generally limit our lending to 40% of the appraised value of collateral)and to periodicallyre-appraise our collateral, a downturn in the real estate markets in Korea may result in a decline in the value of the collateral securing our mortgage and home equity loans. If collateral values decline in the future, they may not be sufficient to cover uncollectible amounts

in respect of our secured loans. Any declines in the value of the real estate or other collateral securing our consumer loans, or our inability to obtain additional collateral in the event of such declines, could result in a deterioration in our asset quality and may require us to record additional allowances for credit losses.

In Korea, foreclosure on collateral generally requires a written petition to a court. An application, when made, may be subject to delays and administrative requirements that may decrease the value of such collateral. We cannot guarantee that we will be able to realize the full value on our collateral as a result of, among other factors, delays in foreclosure proceedings and defects in the perfection of our security interest in collateral. Our failure to recover the expected value of collateral could expose us to potential losses.

Risks relating to our financial holding company structure and strategy

We may not succeed in implementing our strategy to take advantage of, or fail to realize the anticipated benefits of, our financial holding company structure.

We were established as a new financial holding company in January 2019 pursuant to a “comprehensive stock transfer” under Korean law, following the completion of which Woori Bank, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd. became our wholly-owned subsidiaries. See “Item 4A. History and Development of the Company—Establishment of Woori Financial Group.”

One of our principal strategies is to take advantage of our financial holding company structure to become a comprehensive financial services provider capable of developing and cross-selling a diverse range of products and services to our large existing base of retail and corporate banking customers. An intended benefit of our financial holding company structure is that it enhances our ability to engage in mergers and acquisitions which we may decide to pursue as part of our strategy. Accordingly, we may consider acquiring or merging with other financial institutions, particularly in thenon-banking sector, to achieve more balanced growth and further diversify our revenue base. We may also continue to seek opportunities to expand our operations in markets outside Korea. See “Item 4.B. Business Overview—Strategy” and “—We may not be able to successfully execute our overseas expansion strategy.”

The integration of companies we may acquire or merge with in the future under our financial holding company structure could require a significant amount of time, financial resources and management attention. Moreover, that process could place a burden on our operations (including our risk management operations) or information technology systems, reduce employee morale, produce unintended inconsistencies in our standards, controls, procedures or policies, and affect our relationships with customers and our ability to retain key personnel. The realization of the anticipated benefits of our financial holding company structure may be blocked, delayed or reduced as a result of many factors, some of which may be outside our control. These factors include:

 

competition from other financial institutions, as well as private equity firms and other potential acquirers, in Korea and elsewhere in terms of identifying and winning bids for attractive merger and acquisition targets in the financial industry, including thenon-banking sector, which may make it challenging for us to successfully acquire, or which may require us to pay a high acquisition price for, such targets;

acquisition targets in the financial industry, including thenon-banking sector, which may make it challenging for us to successfully acquire, or which may require us to pay a high acquisition price for, such targets;

 

difficulties in integrating the diverse activities and operations of our subsidiaries or any companies we may acquire, including risk management operations and information technology systems, personnel, policies and procedures;

 

difficulties in reorganizing or reducing overlapping personnel, branches, networks and administrative functions;

 

restrictions under the Financial Holding Company Act and other regulations on transactions between a financial holding company and, or among, its subsidiaries;

 

failure to leverage our financial holding company structure to realize operational efficiencies and to cross-sell multiple products and services;

unforeseen contingent risks, including lack of required capital resources, increased tax liabilities or restrictions in our overseas operations, relating to our financial holding company structure;

 

unexpected business disruptions;

 

failure to attract, develop and retain personnel with necessary expertise;

 

loss of customers; and

 

labor unrest.

Accordingly, we may not be able to realize the anticipated benefits of our financial holding company structure, and our business, results of operations and financial condition may suffer as a result.

We depend on limited forms of funding to fund our operations at the holding company level.

We are a financial holding company with no significant assets other than the shares of our subsidiaries. Our primary sources of funding and liquidity are dividends from our subsidiaries, sales of interests in our subsidiaries and direct borrowings and issuances of equity or debt securities at the holding company level. In addition, as a financial holding company, we are required to meet certain minimum financial ratios under Korean law, including with respect to liquidity and capital adequacy. Our ability to meet our obligations to our direct creditors and employees and our other liquidity needs and regulatory requirements at the holding company level depends on timely and adequate distributions from our subsidiaries and our ability to sell our securities or obtain credit from our lenders.

The ability of our subsidiaries to pay dividends to us depends on their financial condition and operating results. In the future, our subsidiaries may enter into agreements, such as credit agreements with lenders or indentures relating to high-yield or subordinated debt instruments, that impose restrictions on their ability to make distributions to us, and the terms of future obligations and the operation of Korean law could prevent our subsidiaries from making sufficient distributions to us to allow us to make payments on our outstanding obligations. See “—As a financial holding company, we largely depend on receiving dividends from our subsidiaries to pay dividends on our common stock.” Any delay in receipt of or shortfall in payments to us from our subsidiaries could result in our inability to meet our liquidity needs and regulatory requirements, including minimum liquidity and capital adequacy ratios, which may disrupt our operations at the holding company level.

In addition, our creditors will generally not be able to assert claims on the assets of our subsidiaries. Furthermore, our inability to sell our securities or obtain funds from our lenders on favorable terms, or at all, could also result in our inability to meet our liquidity needs and regulatory requirements and may disrupt our operations at the holding company level.

As a financial holding company, we largely depend on receiving dividends from our subsidiaries to pay dividends on our common stock.

Since our principal assets at the holding company level are the shares of our subsidiaries, our ability to pay dividends on our common stock largely depends on dividend payments from those subsidiaries. Those dividend payments are subject to the Korean Commercial Code, the Bank Act and regulatory limitations, generally based on capital levels and retained earnings, imposed by the various regulatory agencies with authority over those entities. The ability of our subsidiaries to pay dividends may be subject to regulatory restrictions to the extent that paying dividends would impair their respectivenon-consolidated profitability, financial condition or other cash flow needs. For example:

 

under the Korean Commercial Code, dividends may only be paid out of distributable income, an amount which is calculated by subtracting the aggregate amount of a company’spaid-in capital and certain mandatory legal reserves from its net assets, in each case as of the end of the prior annual period;

 

under the Bank Act, a bank also must credit at least 10% of its net profit to a legal reserve each time it pays dividends on distributable income until that reserve equals the amount of its totalpaid-in capital; and

under the Bank Act and the requirements of the Financial Services Commission, if a bank fails to meet its required capital adequacy ratio or otherwise becomes subject to management improvement measures imposed by the Financial Services Commission, then the Financial Services Commission may restrict the declaration and payment of dividends by that bank.

Our subsidiaries may not continue to meet the applicable legal and regulatory requirements for the payment of dividends in the future. If they fail to do so, they may stop paying or reduce the amount of the dividends they pay to us, which would have an adverse effect on our ability to pay dividends on our common stock.

The implementation of the Korean government’s privatization plan may have an adverse effect on us and your interests as a shareholder.

In June 2013, the Korean government, through the Public Funds Oversight Committee of the Financial Services Commission, announced an updated plan to privatize Woori Finance Holdings, Woori Bank’s former parent company, and its former subsidiaries. The privatization plan provided for the segregation of such entities into three groups and the disposal of the Korean government’s interest in these entities held through the Korea Deposit Insurance Corporation, or the KDIC, in a series of transactions, many of which have been completed. Such transactions included the following:

 

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Kwangju Bank and Kyongnam Bank.  In May 2014, Woori Finance Holdings established KJB Financial Group and KNB Financial Group through aspin-off of its businesses related to the holding of the shares and thereby controlling the business operations of Kwangju Bank and Kyongnam Bank, respectively. As a result of suchspin-off, KJB Financial Group became the owner of the shares of Kwangju Bank previously held by Woori Finance Holdings and KNB Financial Group became the owner of the shares of Kyongnam Bank previously held by Woori Finance Holdings. Woori Finance Holdings no longer owned any shares of Kwangju Bank or Kyongnam Bank, and neither they nor their new holding companies were its subsidiaries, after the spin-off. Following suchspin-off, each of these banks was merged with its holding company, and in October 2014, the KDIC sold its 56.97% ownership interest in Kwangju Bank and Kyongnam Bank to JB Financial Group and BS Financial Group, respectively.

 

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Woori Investment & Securities and Other Subsidiaries.  In March 2014, Woori Finance Holdings sold its 52.0% ownership interest in Woori Financial to KB Financial Group. In May 2014, Woori Finance Holdings sold its 100.0% ownership interest in Woori Asset Management to Kiwoom Securities and sold its 100.0% ownership interest in Woori F&I to Daishin Securities. In June 2014, Woori Finance Holdings sold its 37.9% ownership interest in Woori Investment & Securities, its 51.6% ownership interest in Woori Aviva Life Insurance and its 100.0% ownership interest in Woori FG Savings Bank to NongHyup Financial Group in a collective sale. As a result of such sales, Woori Investment &

Securities, Woori Asset Management, Woori Aviva Life Insurance, Woori FG Savings Bank, Woori F&I and Woori Financial were no longer subsidiaries of Woori Finance Holdings, and it no longer owned any shares in such former subsidiaries.

 

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Woori Bank.  In November 2014, Woori Finance Holdings merged with and into Woori Bank. As a result of the merger, the other former subsidiaries of Woori Finance Holdings, including Woori Card, Woori Private Equity, Woori FIS, Woori Investment Bank and Woori Finance Research Institute, became Woori Bank’s subsidiaries. In December 2014, the KDIC sold 40,143,022 shares of Woori Bank’s common stock (representing 5.9% of its outstanding common stock) in a private sale in Korea. In addition, in December 2016 and January 2017, the KDIC sold an aggregate of 200,685,395 shares of Woori Bank’s common stock (representing 29.7% of its outstanding common stock) in stakes ranging from 3.7% to 6.0% to seven financial companies through a bidding process. Pursuant to a commitment made by the KDIC in connection with such bidding process, five persons, each nominated by one of the winning bidders, were elected as new outside directors at an extraordinary general meeting of Woori Bank’s shareholders held in December 2016. In December 2018, five persons, each nominated by one of such winning bidders, were elected at an extraordinary general meeting of Woori Bank’s shareholders to serve as our outside directors upon our establishment. See “Item 6.A. Directors and Senior Management—Board of Directors—Outside Directors.” In 2017, pursuant to a series of transactions

related to call options previously granted in connection with the KDIC’s sale of Woori Bank’s common stock in December 2014, the KDIC sold an aggregate of 19,852,364 shares of Woori Bank’s common stock (representing 2.94% of its outstanding common stock). As a result of such transactions, the KDIC’s ownership interest in Woori Bank was reduced to 18.43%.

See “Item 4.A. History and Development of the Company—Privatization Plan.” In connection with our establishment in January 2019 as a new financial holding company pursuant to a “comprehensive stock transfer” under Korean law, the KDIC received our common stock in exchange for the common stock of Woori Bank it owned as a result of which the KDICand currently owns 18.32%17.25% of our outstanding common stock. We expect that the KDIC will sell all or a portion of such common stock to one or more purchasers in multiple transactions by 2022 in accordance with its plan that was approved by the future.Financial Services Commission in June 2019.

The implementation of the Korean government’s privatization plan, including the expected sale of the KDIC’s remaining ownership interest in us to third parties, is likely to have a significant impact on us. For example, the KDIC’s sale of its ownership interest in us to a small number of third parties may affect our business, management, strategy, capital structure and assets and liabilities and lead to diversion of management attention, a loss of customers and labor unrest. There is also no guarantee that such sale will not result in unintended adverse tax consequences for us and our subsidiaries, as well as our shareholders. See “—Risks relating to our common stock and ADSs—Future sales by the KDIC of the shares of our common stock it owns may result in adverse Korean tax consequences for you.” Accordingly, the implementation of the privatization plan may have a material adverse effect on the trading price of our common stock and American depositary shares, or ADSs, and your interests as a shareholder.

We may not be able to successfully execute our overseas expansion strategy.

As part of our business strategy, we have been seeking opportunities to expand our operations in markets outside Korea, including through the opening of additional overseas branches and offices as well as strategic acquisitions and investments, particularly in South and Southeast Asia. For example, we expanded our network of branches to India, where we established branches in Chennai, Gurgaon and Mumbai from 2012 to 2016. In October 2016, we acquired a 51% equity interest in Wealth Development Bank Corp., a thrift bank in the Philippines. In November 2016, we establishedobtained a banking license to establish a local subsidiary in Vietnam, Woori Bank Vietnam, which commenced operations in January 2017 and currently operates 14 branches in major cities including Hanoi, Bac Ninh, Ho Chi Minh City and Haiphong. In July 2017, we expanded our network of branches to India, where we established branches in Gurgaon and Mumbai.throughout the country. In June 2018, we acquired VisionFund (Cambodia) Ltd., a microfinance lenderdeposit-taking institution in Cambodia, which was renamed WB Finance Co., Ltd. In February 2020, with the approval of the Cambodian financial authorities, Woori Finance (Cambodia) Plc., a microfinance institution, merged with and into WB Finance Co., Ltd. Notwithstanding the foregoing, the expansion of our operations abroad may be difficult due to

the presence of established competitors in the relevant local markets. In addition, overseas expansion and the management of international operations may require significant financial expenditures as well as management attention, and will subject us to the challenges of operating in an unfamiliar business environment with different regulatory, legal and taxation systems and political, economic and social risks. Accordingly, there is no guarantee that we will be successful in executing our overseas expansion strategy. The failure of our overseas expansion strategy could have an adverse impact on our business, results of operations and financial condition.

We may not generate sufficient additional fees to achieve our revenue diversification strategy.

An important element of our overall strategy is increasing our fee income in order to diversify our revenue base, in anticipation of greater competition and declining lending margins. Historically, our primary source of revenues has been net interest income from our banking operations at Woori Bank. To date, except for credit card, trust management, bancassurance and currency transfer fees (including foreign exchange-related commissions), and fees collected in connection with the operation of our investment funds and investment banking activities, we have not generated substantial fee income. We intend to develop new sources of fee income as part of our business strategy, including through our current investment banking and asset management businesses and mergers and acquisitions which we may decide to pursue through our financial holding company structure. See “Item 4.B. Business Overview—Strategy.” Although we, like many other Korean financial institutions, have begun to charge fees to our customers more regularly, customers may prove unwilling to pay additional fees, even in exchange for more attractive value-added services, and their reluctance to do so would

adversely affect the implementation of our strategy to increase our fee income.Furthermore,income. Furthermore, the fees that we charge to customers are subject to regulation by Korean financial regulatory authorities, which may seek to implement regulations or measures that may have an adverse impact on our ability to achieve this aspect of our strategy.

Risks relating to competition

Competition in the Korean financial industry is intense, and we may lose market share and experience declining margins as a result.

Competition in the Korean financial market has been and is likely to remain intense. Some of the financial institutions that we compete with are larger in terms of asset size and customer base and have longer operating histories as financial holding companies, greater financial resources or more specialized capabilities than us and our subsidiaries. In addition, in the area of our core banking operations, most Korean banks have been focusing on retail customers and small- andmedium-sized enterprises in recent years, although they have begun to generally increase their exposure to large corporate borrowers, and have been focusing on developing fee income businesses, including bancassurance and investment products, as increasingly important sources of revenue. In the area of credit cards, Korean banks and credit card companies have in the past engaged in aggressive marketing activities and made significant investments, contributing to some extent to lower profitability and asset quality problems previously experienced with respect to credit card receivables. The competition and market saturation resulting from this common focus may make it more difficult for us to secure retail, small- andmedium-sized enterprise and large corporate customers with the credit quality and on credit terms necessary to maintain or increase our income and profitability.

In addition, the following general regulatory reforms in the Korean financial industry have increased competition among banks and other financial institutions in Korea. Korea:

In the second half of 2015, the Korean government implemented measures to facilitate bank account portability of retail customers by requiring commercial banks to establish systems that allow retail customers to easily switch their bank accounts at one commercial bank to another and automatically transfer the automatic payment settings of their former accounts to the new ones. Such measures are expected to further intensify competition among financial institutions in Korea. Moreover, in

In March 2016, the Financial Services Commission introduced an individual savings account scheme in Korea, which enables individuals to efficiently manage a wide range of retail investment vehicles, including cash deposits, investment funds and securities investment products, from a single integrated

account with one financial institution and offers tax benefits on investment returns. Since the scheme backed by the Korean government allows only one individual savings account per person, financial institutions have been competing to retain existing customers and attract new customers since the launch of the individual savings account scheme. Over 30 financial institutions, including banks, securities companies and insurance companies, have registered with the Financial Services Commission to sell their individual savings account products.

In April 2019, the Financial Services Commission approved and is currently conducting test procedures for a financial regulatory sandbox, a framework set up to sell their individual savings account products,allow financial service providers to test new business models in a less regulated environment, as part of its efforts to work closely with the fintech sector and competition among these financial institutionsprovide support to facilitate its development. In May 2019, we introduced a “drive-thru money exchange and withdrawal service” that is expected to remain intense.allow our customers to exchange currencies and make withdrawals at drive-thru locations without having to visit a bank, which was approved by the Financial Services Commission for testing in the financial regulatory sandbox. In November 2019, we entered into an agreement with Shinsaegae Duty Free to provide foreign exchange drive-thru services on weekends, when banks are generally closed. Over 80 financial services have been similarly approved for such testing.

In December 2019, the Financial Services Commission launched an “open banking” system, which allows customers to view banking account information, regardless of institution, through a single mobile application. Such integrated system is expected to allow fintech firms to share payment networks with banks, thereby cutting transaction fees and encouraging the development of new payment services.

We expect such measures to intensify competition among financial institutions in Korea.

Furthermore, the introduction of Internet-only banks in Korea is expected to increase competition in the Korean banking industry. Internet-only banks generally operate without branches and conduct most of their operations through electronic means, which enable them to minimize costs and offer customers higher interest rates on deposits or lower lending rates. In April 2017, K bank, the first Internet-only bank in Korea, in which we ownWoori Bank owns 13.8% of the equity with voting rights, commenced operations. Kakao Bank, a mobile-only bank, commenced operations in July 2017. In December 2019, Toss Bank was granted a preliminary license by the Financial Services Commission to operate as an Internet-only bank and is expected to begin operations in July 2021 upon receiving final approval from the Financial Services Commission.

Moreover, a number of significant mergers and acquisitions in the financial industry have taken place in Korea in recent years, including Hana Financial Group’s acquisition of a controlling interest in Korea Exchange Bank in 2012, the subsequent merger of Hana Bank into Korea Exchange Bank in 2015, KB Financial Group’s acquisition of Hyundai Securities Co., Ltd. in 2016 and the subsequent merger of Hyundai Securities with and into KB Investment & Securities Co., Ltd. in 2016. In 2016, Mirae Asset Securities Co., Ltd. acquired a 43% interest in KDB Daewoo Securities Co., Ltd., which subsequently merged with and into Mirae Asset Securities to create Mirae Asset Daewoo Securities Co., Ltd., the largest securities company in Korea in terms of capital.

Furthermore, in In 2014, pursuant to the implementation of the Korean government’s privatization plan with respect to Woori Finance Holdings and its former subsidiaries, Woori Financial, Woori Asset Management and Woori F&I were acquired by KB Financial Group, Kiwoom Securities and Daishin Securities, respectively, and Woori Investment & Securities, Woori Aviva Life Insurance and Woori FG Savings Bank were acquired by NongHyup Financial Group. In addition, in October 2014, the KDIC’s ownership interest in Kwangju Bank and Kyongnam Bank were acquired by JB Financial Group and BS Financial Group, respectively. See “Item 4.A. History and Development of the Company—Privatization Plan.” Furthermore, Orange Life Insurance, Ltd. (formerly known as ING Life Insurance Korea, Ltd.) became a wholly-owned subsidiary of Shinhan Financial Group following the acquisition of equity interests by Shinhan Financial Group in February 2019 and January 2020.

We expect that consolidation in the Korean financial industry will continue. Other financial institutions may seek to acquire or merge with other entities, and the financial institutions resulting from such consolidation may, by virtue of their increased size and business scope, provide significantly greater competition for us. We also believe that foreign financial institutions, many of which have greater experience and resources than we do, may

seek to compete with us in providing financial products and services either by themselves or in partnership with existing Korean financial institutions. Increased competition and continuing consolidation may lead to decreased margins, resulting in a material adverse impact on our future profitability. Accordingly, our results of operations and financial condition may suffer as a result of increasing competition in the Korean financial industry.

Competition for customer deposits may increase, resulting in a loss of our deposit customers or an increase in our funding costs.

In recent years, we have faced increasing pricing pressure on deposit products from our competitors. If we do not continue to offer competitive interest rates to our deposit customers, we may lose their business. In addition, even if we are able to match our competitors’ pricing, doing so may result in an increase in our funding costs, which may have an adverse impact on our results of operations.

Other risks relating to our business

The recent global outbreak ofCOVID-19 may adversely affect our business, financial condition or results of operations.

COVID-19, an infectious disease caused by severe acute respiratory syndrome coronavirus 2, has spread globally and was declared a “pandemic” by the World Health Organization on March 11, 2020. The global outbreak ofCOVID-19 has led to global economic and financial disruptions and has adversely affected our business operations in recent months. Risks associated with a prolonged outbreak ofCOVID-19 may include:

an increase in defaults on loan payments from our customers who may not be able to meet payment obligations, which may lead to an increase in delinquency ratios and a deterioration in asset quality, resulting in increased charge-offs, higher provisioning and reduced interest and fee income;

decreases in interest rates worldwide (see “—An increase in interest rates would decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which could adversely affect us”);

depreciation of the Won against major foreign currencies, which may increase our costs in servicing foreign currency-denominated debt and result in foreign exchange losses (see “—Unfavorable changes in the global financial markets could adversely affect our results of operations and financial condition”);

impairments in the fair value of our investments in companies that may be adversely affected by the pandemic;

disruption in the normal operations of our business resulting from the contraction of the disease by our employees or customers, which may necessitate our employees to be quarantined and/or our offices or branches to be temporarily shut down; and

disruption resulting from the necessity for social distancing, including, for example, temporary arrangements for employees to work remotely, which may lead to a reduction in labor productivity.

While the exact nature and magnitude of the impact of the COVID-19 pandemic on our business, financial condition and results of operations are continuing to be assessed by our management, we believe that the COVID-19 pandemic has had a negative impact on our results of operations for the three months ended March 31, 2020.

It is not possible to predict the duration or the full magnitude of the overall harm that may result from the COVID-19 outbreak in the long term. In response to the outbreak, we and our subsidiaries have implemented various measures, both financial, such as offering extensions on the terms or discounts on the interest rates of certain loans and waiving ATM transaction fees in areas most affected by COVID-19 including Daegu and Gyeongsangbuk-do, and non-financial, such as installing acrylic transparent barriers in our branches and distributing masks to protect our customers and workforce. We have also established a group emergency management committee to accurately assess the relevant risks, proactively develop countermeasures and enhance reporting and communication systems on a group-wide basis. Notwithstanding such efforts, in the event that COVID-19 or other types of widespread infectious diseases cannot be effectively and timely contained, our business, financial condition, results of operations and cash flows may continue to be adversely affected.

Unfavorable changes in the global financial markets could adversely affect our results of operations and financial condition.

The overall prospects for the Korean and global economy in 20192020 and beyond remain uncertain. In recent years, the global financial markets have experienced significant volatility as a result of, among other things:

 

a deterioration in economic and trade relations between the United States and its major trading partners, including China;occurrence of severe health epidemics, such as the ongoingCOVID-19 pandemic;

 

uncertainty regardinginterest rate fluctuations as well as changes in policy rates by the timingU.S. Federal Reserve and method of the United Kingdom’s exit from the European Union, or Brexit;other central banks;

 

financial and social difficulties affecting many countries worldwide, in particular in Latin America and Europe;

 

a deterioration in economic and trade relations between the United States and its major trading partners, including China;

the slowdown of economic growth in China and other major emerging market economies;

 

interest rate fluctuations as well asincreased uncertainties resulting from the possibility of further increases in policy rates byUnited Kingdom’s exit from the U.S. Federal Reserve and other central banks;European Union; and

 

political and social instability in various countries in the Middle East, including Syria, Iraq and Egypt.

In light of the high level of interdependence of the global economy, unfavorable changes in the global financial markets, including as a result of any of the foregoing developments, could have a material adverse effect on the Korean economy and financial markets, and in turn on our business, financial condition and results of operations.

We are also exposed to adverse changes and volatility in the global and Korean financial markets as a result of our liabilities and assets denominated in foreign currencies and our holdings of trading and investment securities, including structured products. The value of the Won relative to major foreign currencies in general and the U.S. dollar in particular has fluctuated widely in recent years.years and has recently been subject to significant volatility as a result of the recentCOVID-19 pandemic. A depreciation of the Won will increase our

cost of servicing our foreign currency-denominated debt, while continued exchange rate volatility may also result in foreign exchange losses for us. Furthermore, as a result of changingthe deterioration in global and Korean economic conditions, there has been volatility indownward pressure on securities prices, including the stock prices of Korean and foreign companies in which we hold an interest. SuchNotwithstanding the Korean government’s efforts to stabilize such volatility hasthrough the execution of a bilateral currency swap agreement with the U.S. Federal Reserve for the provision of US$60 billion in exchange forWon-denominated treasury bonds in March 2020 and the establishment of bond and stock market stabilization funds with the participation of Korean banks, such developments have resulted in and may lead to further trading and valuation losses on our trading and investment securities portfolio as well as impairment losses on our investments in joint ventures and associates.

Our risk management system may not be effective in mitigating risk and loss.

We seek to monitor and manage our risk exposure through a standardized risk management system, encompassing a multi-tiered risk management governance structure under our Board Risk Management Committee, our centralized credit risk management system called the CREPIACredit Wizard system, reporting and monitoring systems, early warning systems and other risk management infrastructure, using a variety of risk management strategies and techniques. Seetechniques.See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” However, such risk management strategies and techniques employed by us and the judgments that accompany their application cannot anticipate the economic and financial outcome in all market environments, and many of our risk management strategies and techniques have a basis in historic market behavior that may limit the effectiveness of such strategies and techniques in times of significant market stress or other unforeseen circumstances. Furthermore, our risk management strategies may not be effective in a difficult or less liquid market environment, as other market participants may be attempting to use the same or similar strategies as us to deal with such market conditions. In such circumstances, it may be difficult for us to reduce our risk positions due to the activity of such other market participants.

We have provided certain assets as collateral in connection with our secured borrowings and could be required to make payments and realize losses in the future relating to those assets.

We have provided certain assets as collateral for our secured borrowings in recent years. As of December 31, 2018,2019, the aggregate amount of assets we had provided as collateral for our secured borrowings was ￦9,340 billion. These￦11,923 billion.These secured borrowings may take the form of asset securitization transactions, where we nominally sell our assets to a securitization vehicle that issues securities backed by those assets, although the assets remain on our statements of financial position. These secured borrowings are intended to be fully repaid through recoveries on collateral. Some of these nominal asset sales were with recourse, which means that if delinquencies arise with respect to such assets, we will be required to either repay a proportionate amount of the related secured borrowing (by reversing the nominal sale and repurchasing such assets) or compensate the securitization vehicle for any net shortfalls in its recoveries on such assets. If we are required to make payments on such assets, or to repay our secured borrowings on those assets and are unable to make sufficient recoveries on them, we may realize further losses on these assets.

An increase in interest rates would decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which could adversely affect us.

Interest rates in Korea have been subject to significant fluctuations in the past. The Bank of Korea reduced its policy rate to 2.00% through a series of reductions from 2012 to 2014 to support Korea’s economy in light of the slowdown in Korea’s growth and uncertain global economic prospects. The Bank of Korea further reduced its policy rate to 1.50% in 2015 and again to an unprecedented 1.25% in June 2016 amid deflationary concerns and interest rate cuts by central banks around the world. However,While the Bank of Korea increased its policy rate to 1.50% in November 2017 and 1.75% in November 2018 in light of improved growth prospects in Korea and rising interest rate levels globally.Allglobally, it again reduced its policy rate to 1.50% in June 2019 and 1.25% in October 2019 to address the sluggishness of the global and domestic economies. Moreover, in March 2020, the Bank of Korea further reduced its policy rate to an unprecedented 0.75% amid rising concerns of a potential global recession as a result of theCOVID-19 pandemic. All else being equal, further increases in interest rates in the future could lead to a decline in the value of our portfolio of debt securities, which generally pay interest based on a fixed rate. A sustained increase in interest rates will also raise our funding costs, while reducing loan demand, especially among consumers. Rising interest rates may therefore require us tore-balance our asset portfolio and our liabilities in order to minimize the risk of potential mismatches and maintain our profitability. See “Item 11.

Quantitative and Qualitative Disclosures about Market Risk.” In addition, rising interest rate levels may adversely affect the Korean economy and the financial condition of our corporate and consumer borrowers, including holders of our credit cards, which in turn may lead to a deterioration in our credit portfolio. In particular, since most of our consumer and corporate loans bear interest at rates that adjust periodically based on prevailing market rates, a sustained increase in interest rates would increase the interest costs of our consumer and corporate borrowers and will adversely affect their ability to make payments on their outstanding loans.

Uncertainties regarding the possible discontinuation of the London Interbank Offered Rate, or LIBOR, or any other interest rate benchmark could have adverse consequences for market participants, including us.

In July 2017, the U.K. Financial Conduct Authority, or the FCA, which has regulatory authority with respect to LIBOR, announced that it does not intend to continue to encourage, or use its power to compel, panel banks to provide rate submissions for the determination of LIBOR beyond the end of 2021. It is possible that panel banks will continue to provide rate submissions, and that the ICE Benchmark Administration, the administrator of LIBOR, will continue to determine and announce LIBOR, on the current basis after 2021, if they are willing and able to do so. However, there is no guarantee that LIBOR will be determined and announced after 2021 on the current basis or at all.

Given the extensive use of LIBOR across financial markets, the transition away from LIBOR presents various risks and challenges to financial markets and institutions, including us, and in particular, Woori Bank. We issue, trade, hold or otherwise use various products and securities that reference LIBOR, including, among others, loans, securities, deposits, borrowings, derivatives and debentures. If not sufficiently planned for, the discontinuation of LIBOR or any other interest rate benchmark could result in increased financial, operational,

legal, reputational and/or compliance risks. For example, a significant challenge will be managing the impact of the LIBOR transition on the contractual mechanics of LIBOR-based financial instruments and contracts that mature after 2021. Certain of these instruments and contracts may not provide for alternative reference rates. Even if such instruments and contracts provide for alternative reference rates, such alternative reference rates are likely to differ from the prior benchmark rates and may require us to pay interest at higher rates on the related obligations, which could adversely impact our interest expenses, results of operations and cash flows. While there are a number of international working groups focused on transition plans and the provision of fallback contract language that seek to minimize market disruption, replacement of LIBOR or any other benchmark with a new benchmark rate could adversely impact the value of and return on existing instruments and contracts. Moreover, replacement of LIBOR or other benchmark rates could result in market dislocations and have other adverse consequences for market participants, including the potential for increased costs, and litigation risks, including the potential for disputes with counterparties regarding the interpretation and enforceability of fallback contract language in LIBOR-based financial instruments and contracts.

Our funding is highly dependent on short-term deposits, which dependence may adversely affect our operations.

We meet a significant amount of our funding requirements through short-term funding sources, which consist primarily of customer deposits. As of December 31, 2018,2019, approximately 96.4%96.8% of these deposits had maturities of one year or less or were payable on demand. Indemand.In the past, a substantial proportion of these customer deposits have been rolled over upon maturity. We cannot guarantee, however, that depositors will continue to roll over their deposits in the future. In the event that a substantial number of these short-term deposit customers withdraw their funds or fail to roll over their deposits as higher-yielding investment opportunities emerge, our liquidity position could be adversely affected. We may also be required to seek more expensive sources of short-term and long-term funding to finance our operations. See “Item 5.B. Liquidity and Capital Resources—Financial Condition—Liquidity.”

Labor union unrest may disrupt our operations and hinder our ability to continue to reorganize our operations.

Most financial institutions in Korea have experienced periods of labor unrest. In recent years, we have transferred or merged some of the business operations of our subsidiaries and affiliates into one or more entities and implemented other forms of corporate and operational restructuring, including in connection with the Korean government’s privatization plan with respect to Woori Finance Holdings and its former subsidiaries. See “—Risks relating to our structure and strategy—The implementation of the Korean government’s privatization plan may have an adverse effect on us and your interests as a shareholder.” We may also decide to implement other organizational or operational changes, as well as acquisitions or dispositions, in the future. Such efforts have in the past been met with significant opposition from labor unions in Korea. Actual or threatened labor disputes may in the future disrupt the reorganization process and our business operations, which in turn may hurt our financial condition and results of operations.

The secondary market for corporate bonds in Korea is not fully developed, and, as a result, we may not be able to realize the full“marked-to-market” value of debt securities we hold when we sell any of those securities.

As of December 31, 2018,2019, we held debt securities issued by Korean companies and financial institutions (other than those issued by government-owned or -controlled enterprises or financial institutions, which include the Bank of Korea, the Korea Development Bank, the Korea Housing Finance Corporation and the Industrial Bank of Korea, among others) with a total book value of ￦3,263￦2,424 billion in our trading and investment securities portfolio. Theportfolio.The market value of these securities could decline significantly due to various factors, including future increases in interest rates or a deterioration in the financial and economic condition of any particular issuer or of Korea in general. Any of these factors individually or a combination of these factors would require us to write down the fair value of these debt securities, resulting in impairment losses. Because the secondary market for corporate bonds in Korea is not fully developed, the market value of many of these securities as reflected on our consolidated statements of financial position is determined by references to suggested prices posted by Korean rating agencies, which measure prices based on observable market data. These valuations, however, may differ significantly from the actual value that we could realize in the event we elect to sell these securities. As a result,

we may not be able to realize the full“marked-to-market” value at the time of any such sale of these securities and thus may incur additional losses.

We may be required to raise additional capital if our capital adequacy ratios deteriorate or the applicable capital requirements change in the future, but we may not be able to do so on favorable terms or at all.

Under the capital adequacy requirements of the Financial Services Commission, as of December 31, 2018,2019, we as a bank holding company (had we been in existence) would have been required, and Woori Bank as a bank waswere required to maintain a total minimum common equity Tier I common equity capital adequacy ratio of 7.125%7.0%, Tier I capital adequacy ratio of 8.625%8.5% and combined Tier I and Tier II capital adequacy ratio of 10.625%10.5%, on a consolidated basis (including applicable additional capital buffers and requirements as described below).As, and Woori Bank as a bank was required to maintain a total minimum common equity Tier I capital adequacy ratio of 8.0%, Tier I capital adequacy ratio of 9.5% and combined Tier I and Tier II capital adequacy ratio of 11.5%, on a consolidated basis (including applicable additional capital buffers and requirements as described below). As of December 31, 2018, Woori Bank’s2019, our common equity Tier I common equity capital, Tier I capital and combined Tier I and Tier II capital adequacy ratios were 11.15%8.39%, 13.18%9.86% and 15.65%11.89%, respectively, and Woori Bank’s common equity Tier I capital, Tier I capital and combined Tier I and Tier II capital adequacy ratios were 10.97%, 13.17% and 15.40%, respectively, all of which exceeded the minimum levels required by the Financial Services Commission. However, our capital base and capital adequacy ratios may deteriorate in the future if our results of operations or financial condition deteriorates for any reason, or if we are not able to deploy our funding into suitablylow-risk assets.

The current capital adequacy requirements of the Financial Services Commission are derived from a new set of bank capital measures, referred to as Basel III, which the Basel Committee on Banking Supervision initially introduced in 2009 and began phasing in starting from 2013. Commencing in July 2013, the Financial Services Commission promulgated a series of amended regulations implementing Basel III, pursuant to which Korean banks and bank holding companies were required to maintain a minimum ratio of common equity Tier I common equity capital (which principally includes equity capital, capital surplus and retained earnings) to risk-weighted assets of 3.5% and Tier I capital to risk-weighted assets of 4.5% from December 1, 2013, which minimum ratios were increased to 4.0% and 5.5%, respectively, from January 1, 2014 and increased further to 4.5% and 6.0%, respectively, from January 1, 2015. Such requirements are in addition to thepre-existing requirement for a minimum ratio of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets of 8.0%, which remains unchanged. The amended regulations also require an additional capital conservation buffer of 1.875% in 2018 and 2.5% in 2019 and 2020, as well as a potential counter-cyclical capital buffer of up to 2.5%, which is determined on a quarterly basis by the Financial Services Commission. Furthermore, Woori Bank was designated as one of sixa domestic systemically important banksbank for 20182019 by the Financial Services Commission and was subject to an additional capital requirement of 0.75%1.0% in 2018.2019. In June 2018,2019, we and Woori Bank was againwere each designated as a domestic systemically important bank holding company and a domestic systemically important bank, respectively, for 2019,2020, which subjects us and Woori Bank to anthe additional capital requirement of 1.0% in 2019.2020. The implementation of Basel III in Korea may have a significant effect on the capital requirements of Korean financial institutions, including us. See “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Capital Adequacy” and “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Capital Adequacy.”

In measuring risk-weighted assets for the purpose of calculating capital adequacy ratios, generally the standardized approach or the internal ratings-based approach is applied; however,applied. However, for the application of the internal ratings-based approach, which relies on the internal rating system of the relevant bank or bankingbank holding company, the bank or bank holding company must receive approval from the Financial Supervisory Service after a trial evaluation period of one year. Currently,period. While we as a newly established bank holding company,have commenced the process to receive such approval, we are currently required to apply the standardized approach to measure our risk-weighted assets foras a trial evaluation period,newly-established bank holding company, and as a result, our capital adequacy ratios may decline in part,be lower compared to those of Woori Bank. We expect to begin to applying the internal ratings-based approach in the first half of 2020.

We may be required to obtain additional capital in the future in order to remain in compliance with the applicable capital adequacy and other regulatory requirements. However, we may not be able to obtain additional

capital on favorable terms, or at all. Our ability to obtain additional capital at any time may be constrained to the extent that banks, bank holding companies or other financial institutions in Korea or from other countries are seeking to raise capital at the same time. To the extent that we fail to comply with applicable capital adequacy or other regulatory requirements in the future, Korean regulatory authorities may impose penalties on us ranging from a warning to suspension or revocation of our banking license.

We engage in limited activities relating to Iran and may become subject to sanctions under relevant laws and regulations of the United States and other jurisdictions as a result of such activities, which may adversely affect our business and reputation.

The U.S. Department of the Treasury’s Office of Foreign Assets Control, or OFAC, administers and enforces certain laws and regulations (which we refer to as OFAC sanctions) that impose restrictions upon activities or transactions within U.S. jurisdiction with certain countries, governments, entities and individuals that are the subject of OFAC sanctions, including Iran.Non-U.S. persons generally are not automatically bound by OFAC sanctions, but to the extent they engage in transactions completed in part in the United States or through U.S. persons (such as, for example, wiring an international payment that clears through a bank branch in New York), they are required to comply with U.S. sanctions. The European Union also enforces certain laws and regulations that impose restrictions upon nationals and entities of, and business conducted in, member states with respect to activities or transactions with certain countries, governments, entities and individuals that are the subject of such laws and regulations, including with respect to targeted entities in Iran. The United Nations Security Council and other governmental entities (including Korea) also impose similar sanctions.

The United States also maintains indirect sanctions, which we refer to collectively as U.S. secondary sanctions, which provide authority for the imposition of U.S. sanctions on foreign parties that engage in targeted transactions with no connection to U.S. jurisdiction. Secondary sanctions are maintained under among others, the Iran Sanctions Act, the Comprehensive Iran Sanctions, Accountabilitya wide and Divestment Actgrowing range of 2010, or CISADA, the National Defense Authorization Act for Fiscal Year 2012, or the NDAA, the Iran Threat Reductionstatutes and Syria Human Rights Act of 2012, or ITRA, various Executive Orders, and the Iran Freedom and Counter-Proliferation Actstandard language of 2012, or IFCA.most Executive Orders provides authority to impose sanctions on persons providing material support to designated entities. Secondary sanctions have been of increasing importance in recent years, particularly (but not only) with respect to Iran, Russia, and Iran.North Korea. Iran has also been designated as a “jurisdiction of primary money laundering concern” under Section 311 of the USA PATRIOT Act, potentially subjecting banks dealing with Iranian financial institutions to increased regulatory scrutiny.

The 2015 Joint Comprehensive Plan of Action, or the JCPOA, between the five permanent United Nations Security Council members, Germany, and Iran, provided significant sanctions relief to Iran by lifting the majority of European Union and United Nations sanctions, as well as many U.S. secondary sanctions (including those focused on the energy and banking sectors generally). However, on May 8, 2018, U.S. President Donald Trump issued National Security Presidential Memorandum 11, and on August 6, 2018, he issued Executive Order 13846. Together, these documents set forth a plan to terminate the United States’ participation in the JCPOA andre-imposed, following wind-down periods, certain of the U.S. secondary sanctions that had been lifted to implement the JCPOA. An initial set of secondary sanctions against the Iranian energy sector werere-imposed on August 7, 2018 and a second set of secondary sanctions against Iran became effective on November 5, 2018. Although these changes are not retroactive, they affect transactions executed following the applicable wind-down periods. Accordingly, U.S. secondary sanctions have effectively returned to the status quo prior to the JCPOA, including, but not limited to, secondary sanctions targeting financial and banking transactions with Iranian banks and financial institutions (including the Central Bank of Iran, or the CBI), the Iranian energy sector (including significant transactions for the purchase of petrochemical products from Iran), and transactions with an expanded list of Iranian specially designated nationals.

Violations of OFAC sanctions via transactions with a U.S. jurisdictional nexus can result in substantial civil or criminal penalties. U.S. secondary sanctions apply even when no such jurisdictional nexus exists, and companies that engage in targeted activities under secondary sanctions may themselves become the target of OFAC sanctions, including, among other things, the blocking of any property subject to U.S. jurisdiction in which the sanctioned company has an interest, which would include a prohibition on transactions or dealings within U.S. jurisdiction involving securities of the sanctioned company. Financial institutions engaging in targeted activity could in some instances be sanctioned by termination or restriction of their ability to maintain correspondent accounts in the United States. The imposition of sanctions against foreign financial institutions pursuant to U.S. secondary sanctions is not automatic, requiring further action by the U.S. administration.

Prior to the JCPOA,Previously, Korea had benefited from a “significant reduction” exception, or SRE, that exempted Korean companies from many U.S. secondary sanctions in connection with purchases of crude oil and natural gas

from Iran that met a series of conditions, including restrictions on the currencies involved and stringent limits on the use of proceeds of oil and gas purchases. Although Korean companies were again eligible for the SRE immediately following the United States’ withdrawal from the JCPOA, theThe U.S. Department of State announced that as of May 2, 2019, it would discontinue the exemption.

In 2018,2019, we engaged in the following activities relating to Iran:

 

We have operated certain accounts for the CBI, which were opened by the CBI pursuant to a service agreement entered into by us and the CBI in September 2010, as amended from time to time, to facilitate trade between Korea and Iran. The accounts opened by the CBI consist ofWon-denominated accounts that are used for the settlement of exports of goods produced or substantially transformed in Korea to Iran by Korean exporters and Won, U.S. dollar, euro and JapaneseYen-denominated accounts (of which only the Won accounts are in use) that are used for the settlement of imports of crude oil and natural gas from

only the Won accounts are in use) that are used for the settlement of imports of crude oil and nauralgasfrom Iran by Korean importers. By the terms of the service agreement between us and the CBI, settlement of export and import transaction payments due from Iranian entities to Korean exporters or from Korean importers of oil and gas to Iranian entities through such accounts opened by the CBI was effected by crediting or debiting the relevant amount to or from the applicable accounts while a corresponding payment of funds was made to or from an Iranian commercial bank by the CBI. Any funds deposited for the account of Iranian entities as a result of Korean imports of crude oil and natural gas was only to be used by transferring them to theWon-denominated account and then making payment to accounts of Korean persons and entities opened at financial institutions in Korea in respect of Korean exports to Iran. No transfers of funds were to be made from these accounts to Iran, to Iranian accounts in any third country, or for any use other than those described above. In light of the discontinuation of the SRE, from July 8, 2019 to September 20, 2019, we limited activity in the existing CBI accounts to processing payments for exports of humanitarian goods to Iran, and since the imposition of additional secondary sanctions against the CBI on September 20, 2019, we ceased all activity in the existing CBI accounts. In 2019, the total fee revenue from maintaining the CBI accounts amounted to approximately ￦1.8 million.As there were no expenses directly applicable to such activities under our internal management accounts, we estimate that our net income before tax from maintaining the CBI accounts also amounted to approximately ￦1.8 million.

We have also provided fund transfer and financing services to Korean exporters and importers in connection with their trade transactions with Iranian parties which were permitted under the relevant Korean sanctions regime and not subject to U.S. secondary sanctions. We have discontinued all trade financing activities relating to export and import transaction payments due from Iranian entities to Korean exporters or from Korean importers of oil and gas to Iranian entities through such accounts opened bytrades involving the CBI is effected by creditingaccounts since November 5, 2018. In 2019, all such exports and imports were settled through telegraphic transfer and did not involve our financing services. In addition, we continued to honor our obligations on a limited basis under previously-issued bank guarantees to the extent that such activities did not violate OFAC sanctions or debiting the relevant amount to or from the applicable accounts while a corresponding payment of funds is made to or from an Iranian bank by the CBI. Any funds deposited for the account of Iranian entities as a result of Korean imports of crude oil and natural gas may only be used by transferring them to theWon-denominated account and then making payment to accounts of Korean persons and entities opened at financial institutions in Korea in respect of Korean exports to Iran. No transfers of funds may be made from these accounts to Iran, to Iranian accounts in any third country, or for any use other than those described above. In 2018, theU.S. secondary sanctions.In 2019, our total fee revenue from maintaining the CBI accountsrelevant telegraphic transfer services amounted to approximately ￦92 million (which represented approximately 0.001% of our total revenue). As￦0.64 million.As there were no expenses directly applicable to such activities under our internal management accounts, we estimate that our net income before tax from maintaining the CBI accountssuch activities also amounted to approximately ￦92 million (which represented approximately 0.003% of our total net income before tax). In light of the discontinuation of the SRE, we intend to restrict activity in the existing CBI accounts to conform to applicable U.S. secondary sanctions.

We also have provided limited export-import financing services to Korean exporters and importers in connection with their trade transactions with Iran that are permitted under the relevant Korean sanctions and not subject to U.S. secondary sanctions, primarily by discounting, advising on or issuing letters of credit, and to a lesser extent, issuing performance bonds on behalf of Korean contractors with respect to Iranian construction projects permitted under the relevant Korean sanctions and not subject to U.S. secondary sanctions.All such transactions are settled through the accounts opened by the CBI with us as described above. In 2018, our total fee revenue from such export-import financing services amounted to approximately ￦4.3 billion (which represented approximately 0.04% of our total revenue), while our net income before tax from such activities (net of expenses directly applicable to such activities based on our internal management accounts) amounted to approximately ￦1.7 billion (which represented approximately 0.06% of our total net income before tax). We intend to discontinue this activity when the CBI accounts are restricted.￦0.64 million.

 

We also maintain a limited number of deposit accounts in Korea for an Iranian financial institution that the U.S. government has historically viewed as controlled by the government of Iran. These accounts were opened with us before the institution was designatedprior to its designation for U.S. sanctions. Under Korean customer protection requirements, we are unable to provide specific information identifying this Iranian financial institution or the volume of its deposits, but theThe relevant accounts have since been restricted, and no transactions are currently allowed through these accounts. Accordingly, in 2018, there were no fee revenues from maintaining such deposit accounts, and there were no expenses directly applicable to such activities under our internal management accounts.

In May 2016,While we established a representative office in Tehran, Iran, which had engaged in the collection of local market information without generating any revenue. Following there-imposition of sanctions, the representative office is no longer operational and does not have any employees or office space.

We intend to conformconformed our Iran-related dealings with U.S. secondary sanctions previously waived under the SRE. However,SRE and ceased such activities following the expiration of the SRE on May 2, 2019, regulatory guidance regarding the wind down ofSRE-related activities to date is limited, and complications may arise in relation to legacy accounts or our past activities during or following the wind down. While we do not believe that our past activities relating to Iran violatehave violated OFAC sanctions or are sanctionable under applicable U.S. secondary sanctions, there is no guarantee that oursuch activities relating to Iran will not be found to violatehave violated OFAC sanctions or involveinvolved sanctionable activity under U.S. secondary sanctions, or that any other government will not determine that our activities violateviolated applicable sanctions of other countries. Sanctions against Iran continue to evolve rapidly, and future changes in law could also adversely affect us.

Furthermore, there is no guarantee that other countries (including Korea) that had provided sanctions relief to Iran in conjunction with the JCPOA2015 Joint Comprehensive Plan of Action (JCPOA) will not decide tore-impose sanctions relating to Iran, especially if there are further negative political developments relating to the Middle East. It is also possible that the United States, Korea or other countries might seek to expand their sanctions relating to Iran in the future beyond those existing currently. There-imposition or expansion of sanctions relating to Iran may require us to reduce or cease our activities relating to Iran. Such governmental actions and policies may also increase the risk of our violating certain sanctions or becoming a target of sanctions as a result of our past activities relating to Iran. Any such development could have a material adverse impact on our business, reputation or results of operations.

Our business and reputation could be adversely affected if the U.S. government were to determine that our past activities relating to Iran violateviolated OFAC sanctions or involveinvolved sanctionable activity under U.S. secondary sanctions, or if any other government were to determine that oursuch activities violateviolated applicable sanctions of other countries. Any prohibition or conditions placed on our use of U.S. correspondent accounts could effectively eliminate our access to the U.S. financial system, including U.S. dollar clearing transactions, which would adversely affect our business, and any other sanctions or civil or criminal penalties imposed could also adversely affect our business. If the U.S. government were to challenge the compatibility of our past activities relating to Iran with OFAC sanctions or U.S. secondary sanctions, while no assurances can be given that any such measures would be successful, we intend to take all necessary measures to the extent possible to ensure that prohibitions or conditions are not placed on our use of U.S. correspondent accounts, including closing the accounts opened by the CBI with us, if required.

We are cooperating with an investigation relating to compliance with U.S. sanctions and other U.S. laws led by the U.S. Attorney’s Office for the Southern District of New York and the New York State Office of the Attorney General on certain of our transactions involving sanctioned countries undercountries. We have provided the U.S. sanctions and other U.S. laws, by producinginvestigating authorities with information and documents pursuant to the applicable laws and regulations. We voluntarily reported suchthe relevant transactions to OFAC, including a limited number of previous transactions that may have involved sanctioned countries including Iran, Sudan, Syria and Cuba. It is not possible to predict the outcome of such investigation at this time, and there can be no assurance that such investigation will not result in an unfavorable outcome or adversely affect our business or reputation. Furthermore, beginning in October 2014, the Prosecutors’ Office of Korea investigated a scheme by which the representative director of a Korean company and one of our employees engaged in fraudulent trade transactions involving ourWon-denominated settlement activities through the CBI accounts. These individuals were convicted of violations of the Foreign Exchange Transactions Law and sentenced to imprisonment of 12 months and eight months, respectively, with two years’ suspension of execution in each case, in September 2015. The Prosecutors’ Office of Korea completed its investigation in connection with this incident and concluded that neither we nor our executive officers engaged in any wrongdoing. However, the fraudulent transactions in question did not meet the conditions attached to operation of the CBI accounts, and there can be no assurances that U.S. authorities would agree that we were not culpable or that the transactions would not be considered sanctionable.

Furthermore, some of our U.S. investors may be required to divest their investments in us or forego the purchase of our securities under the laws of certain U.S. states relating to investments by state-owned entities or under internal investment policies relating to companies (or their affiliates) doing business with Iran, or investors may decide for reputational reasons to divest or forego such investments, and some U.S. institutional investors may forego the purchase of our securities.investments. We are aware of initiatives by U.S. governmental entities and U.S. institutional investors, such as pension funds, to adopt or consider adopting laws, regulations or policies

prohibiting transactions with or investment in, or requiring divestment from, entities doing business with countries identified as state sponsors of terrorism. There can be no assurance that the foregoing will not occur or that such occurrence will not have a material adverse effect on the value of our common stock and ADSs.

Our operations may be subject to increasing and continually evolving cybersecurity and other technological risks.

With the proliferation of new technologies and the increasing use of the Internet and mobile devices to conduct financial transactions, our operations as a financial institution have been, and will continue to be, subject to an increasing risk of cyber incidents relating to these activities, the nature of which is continually evolving. Our computer systems, software and networks are subject to cyber incidents, such as disruptions, delays or other difficulties affecting our information technology systems, computer viruses or other malicious codes, loss or destruction of data (including confidential client information), unauthorized access, account takeover attempts and cyber attacks. A significant portion of our daily operations relies on our information technology systems, including customer service, billing, the secure processing, storage and transmission of confidential and other information as well as the timely monitoring of a large number of complex transactions. Although we have made substantial and continuous investments to build systems and defenses to address cybersecurity and other technological risks, there is no guarantee that such measures or any other measures can provide adequate security and stability. In addition, because methods used to cause cyber attacks change frequently or, in some cases, are not recognized until launched, we may be unable to implement effective preventive measures or proactively address these methods. Furthermore, these cyber threats may arise from human error, accidental technological failure and third parties with whom we do business. If we were to be subject to a system failure or other cyber incident, it could result in the disclosure of confidential client information, damage to our reputation with our customers and in the market, customer dissatisfaction, additional costs to us, regulatory penalties, exposure to litigation and other financial losses to both us and our customers, which could have an adverse effect on our business and results of operations.

Our business may be adversely affected by legal claims and regulatory actions against us.

We are subject to the risk of legal claims and regulatory actions, which may expose us to monetary damages and legal costs, injunctive relief, criminal and civil penalties, sanctions against our management and employees and regulatory restrictions on our operations, as well as reputational harm. See “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.Proceedings and Regulatory Actions.”

We are unable to predict the outcome of many of the legal claims and regulatory actions in which we are involved, and the scope of the claims or actions or the total amount in dispute in such matters may increase. Furthermore, adverse decisions, findings or resolutions in such matters could encourage other parties, including governmental authorities in other jurisdictions, to bring similar claims and actions against us. Accordingly, the outcome of current and future legal claims and regulatory actions, particularly those for which it is difficult to assess the maximum potential exposure or the ultimate adverse impact with any degree of certainty, may materially and adversely impact our business, reputation, results of operations and financial condition.

We are generally subject to Korean corporate governance and disclosure standards, which differ in significant respects from those in other countries.

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies which differ in many respects from standards applicable in other countries, including the United States. As a reporting company registered with the U.S. Securities and Exchange Commission and listed on the New York Stock Exchange, we are subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002. However, foreign private issuers, including us, are exempt from certain corporate governance requirements under the Sarbanes-Oxley Act or under the rules of the New York Stock Exchange.

There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public ornon-public companies in other countries. Such differences in corporate governance standards and less public information could result in less than satisfactory corporate governance practices or disclosure to investors in certain countries.

Risks relating to government regulation and policy

Strengthening of consumer protection laws applicable to financial institutions could adversely affect our operations.

As a financial service provider, we are subject to a variety of regulations in Korea that are designed to protect financial consumers. In recent years, in light of heightened public concern regarding privacy issues, the Korean government has placed greater emphasis on protection of personal information by financial institutions and has implemented a number of measures to enhance consumer protection. Under the Personal Information Protection Act, financial institutions, as personal information managers, may not collect, store, maintain, utilize or provide resident registration numbers of their customers, unless other laws or regulations specifically require or permit the management of resident registration numbers. In addition, under the Use and Protection of Credit Information Act, a financial institution has a higher duty to protect all information that it collects from its customers and is required to treat such information as credit information. A financial institution’s ability to transfer or provide the information to its affiliates or holding company is considerably restricted. Treble damages may be imposed on a financial institution for leakage of such information. Furthermore, under the Electronic Financial Transaction Act, a financial institution is primarily responsible for compensating its customers harmed by a cyber security breach affecting the financial institution even if the breach is not directly attributable to the financial institution.

In June 2016, the Financial Services Commission proposed the enactment of theThe Act on the Financial Consumer Protection Framework which was submitted topassed by the Korean National Assembly in May2017. Ifon March 5, 2020. Under the Act, is adopted as proposed, we as a financial instrument distributor will be subject to heightened investor protection measures, including stricter distribution guidelines, improved financial dispute resolution procedures, increased liability for customer losses and newly imposed penalty surcharges. The Act is scheduled to be promulgated after deliberation by the cabinet and will become effective one year after such promulgation.

These and other measures that may be implemented by the Korean government to strengthen consumer protection laws applicable to financial institutions may limit our operational flexibility and cause us to incur significant additional compliance costs, as well as subject us to increased potential liability to our customers, which could adversely affect our business and performance.

The Korean government may promote lending and financial support by the Korean financial industry to certain types of borrowers as a matter of policy, which financial institutions, including us, may decide to follow.

Through its policy guidelines and recommendations, the Korean government has promoted and, as a matter of policy, may continue to attempt to promote lending by the Korean financial industry to particular types of borrowers. For example, the Korean government has in the past announced policy guidelines requesting financial institutions to participate in remedial programs for troubled corporate borrowers, as well as policies aimed at promoting certain sectors of the economy, including measures such as making low interest funding available to financial institutions that lend to these sectors. The government has in this manner encouraged mortgage lending tolow-income individuals and lending to small- andmedium-sized enterprises. We expect that all loans or credits made pursuant to these government policies will be reviewed in accordance with our credit approval procedures. However, these or any future government policies may influence us to lend to certain sectors or in a manner in which we otherwise would not in the absence of such policies.

In the past, the Korean government has also announced policies under which financial institutions in Korea are encouraged to provide financial support to particular sectors. For example, in light of the deteriorating financial condition and liquidity position of small- andmedium-sized enterprises in Korea and adverse conditions in the Korean economy affecting such enterprises, the Korean government introduced measures intended to

encourage Korean banks to provide financial support to small- andmedium-sized enterprise borrowers. See “—Risks relating to our corporate credit portfolio—The largest portion of our exposure is to small- andmedium-sized enterprises, and financial difficulties experienced by companies in this segment may result in a deterioration of our asset quality and have an adverse impact on us.” In addition, in March 2015,September 2019, in response to increasing levels of consumer debt and amid concerns over the debt-servicing capacity of retail borrowers if interest rates were to rise, the Korean government requested Korean banks to participate in a mortgage loan refinancing program forlow-income individuals with low repayment ability aimed at reducing the payment burden on and improving the asset quality of outstanding mortgage loans. See “—Risks relating to our consumer credit portfolio—We may experience increases in delinquencies in our consumer loan and credit card portfolios.”

The Korean government may in the future request financial institutions in Korea, including us, to make investments in or provide other forms of financial support to particular sectors of the Korean economy as a matter of policy, which financial institutions, including us, may decide to accept. We may incur costs or losses as a result of providing such financial support.

The Financial Services Commission may impose burdensome measures on us if it deems us or one of our subsidiaries to be financially unsound.

If the Financial Services Commission deems our financial condition or the financial condition of our subsidiaries to be unsound, or if we or our subsidiaries fail to meet applicable regulatory standards, such as minimum capital adequacy and liquidity ratios, the Financial Services Commission may order or recommend, among other things:

 

admonitions or warnings with respect to our officers;

 

capital increases or reductions;

 

assignments of contractual rights and obligations relating to financial transactions;

 

a suspension of performance by our officers of their duties and the appointment of receivers;

 

disposals of property holdings or closures of subsidiaries or branch offices or downsizing;

 

stock cancellations or consolidations;

 

mergers with other financial institutions;

acquisition of us by a third party; and

 

suspensions of a part or all of our business operations.

If any of these measures are imposed on us by the Financial Services Commission, they could hurt our business, results of operations and financial condition. In addition, if the Financial Services Commission orders us to partially or completely reduce our capital, you may lose part or all of your investment.

Risks relating to Korea

Unfavorable financial and economic developments in Korea may have an adverse effect on us.

We are incorporated in Korea, and a substantial majority of our operations are located in Korea. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea.Korea, and our performance and successful fulfillment of our operational strategies are dependent to a large extent on the overall Korean economy. The economic indicators in Korea in recent years have shown mixed signs of growth and uncertainty, and in early 2020, the overall Korean economy and the economies of Korea’s major trading partners have shown signs of deterioration due to the debilitating effects of theCOVID-19 pandemic. See “—Other risks relating to our business—The recent global outbreak ofCOVID-19 may adversely affect our business, financial condition or results of operations.” As a result, future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy.

In recent years, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices and the generalincreasing weakness of the global economy, mainly due to theCOVID-19 pandemic, have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the Korean economy. See “—Other risks relating to our business—Unfavorable changes in the global financial markets could adversely affect our results of operations and financial condition.” The value of the Won relative to major

foreign currencies has fluctuated significantly. Furthermore,significantly and, as a result of changingdeteriorating global and Korean economic conditions, there has been significant volatility in the stock prices of Korean companies in recent years. Futurerecently. Further declines in the Korea Composite Stock Price Index, known asor the KOSPI, and large amounts of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may adversely affect the value of the Won, the foreign currency reserves held by financial institutions in Korea, and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and results of operations.

Developments that could have an adverse impact on the Korean economy include:

 

declines in consumer confidence and a slowdown in consumer spending;

the occurrence of severe health epidemics in Korea or other parts of the world, such as theCOVID-19 pandemic;

adverse conditions or uncertaintydevelopments in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, including as well as increased uncertainty regarding a future Brexit andresult of deteriorating economic and trade relations between the United States and China;China and increased uncertainties resulting from the United Kingdom’s exit from the European Union;

 

adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, the euro or the Japanese yen exchange rates or revaluation of the Chinese renminbi), interest rates, inflation rates or stock markets;

 

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy (such as the controversy between Korea and China, which is Korea’s largest export market, regarding the deployment of a Terminal High Altitude Area Defense system in Korea by the United States in March 2017 and the ensuing economic and other retaliatory actions by China)ongoing trade disputes with Japan);

 

increased sovereign default risksrisk in select countries and the resulting adverse effects on the global financial markets;

a deterioration in the financial condition or performance of small- andmedium-sized enterprises and other companies in Korea due to the Korean government’s policies to increase minimum wages and limit working hours of employees;

 

investigations of Korean conglomerates and their senior management for possible misconduct;

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investigations ofchaebols and their senior management for possible misconduct;

 

a continuing rise in the level of household debt and increasing delinquencies and credit defaults by consumer or andsmall- andmedium-sized enterprise borrowers in Korea;

declines in consumer confidence and a slowdown in consumer spending in the Korean or global economy;

 

social and labor unrest;

 

decreasessubstantial changes in the market prices of Korean real estate;

 

the economic impact of any pending or future free trade agreements or of any changes to existing free trade agreements;

 

a decrease in tax revenue andor a substantial increase in the Korean government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs that together, would lead to an increased government budget deficit;

 

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financial problems or lack of progress in the restructuring ofchaebols, other large troubled companies (including those in the construction, shipbuilding and shipping sectors) and their suppliers;

 

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loss of investor confidence arising from corporate accounting irregularities allegations of corruption andor corporate governance issues concerning certainchaebols;

 

increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

 

geo-political uncertainty and the risk of further attacks by terrorist groups around the world;

natural orman-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners;

the occurrence of severe health epidemics in Korea or other parts of the world (such as the Middle East Respiratory Syndrome outbreak in Korea in 2015);

 

political uncertainty or increasing strife among or within political parties in Korea;

 

hostilities or political or social tensions involving oil producingoil-producing countries in the Middle East (including a potential escalation of hostilities between the U.S. and Iran) and Northern Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;

 

an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States; and

 

changes in financial regulations in Korea.

Escalations in tensions with North Korea could have an adverse effect on us and the market price of our ADSs.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and ballistic missile programs as well as its hostile military actions against Korea. Some of the significant incidents in recent years include the following:

 

North Korea renounced its obligations under the NuclearNon-Proliferation Treaty in January 2003 and conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs, and warheads that can be mounted on ballistic missiles. Over the years, North Korea has also conducted a series of ballistic missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. In response, the Korean government has repeatedly condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions. In February 2016, the government also closed the inter-Korea Gaeseong Industrial Complex in response to North Korea’s fourth nuclear test in January 2016. Internationally, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea, most recently in December 2017, in response to North Korea’s intercontinental ballistic missile test in November 2017. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.

United Nations Security Council resolutions. In February 2016, the government also closed the inter-Korea Gaeseong Industrial Complex in response to North Korea’s fourth nuclear test in January 2016. Internationally, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea, most recently in December 2017, in response to North Korea’s intercontinental ballistic missile test in November 2017. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.

 

In August 2015, two Korean soldiers were injured in a landmine explosion near the Korean demilitarized zone. Claiming the landmines were set by North Koreans, the Korean army reinitiated its propaganda program toward North Korea utilizing loudspeakers near the demilitarized zone. In retaliation, the North Korean army fired artillery rounds on the loudspeakers, resulting in the highest level of military readiness for both Koreas.

 

In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Korean government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than one hundred artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Korean government condemned North Korea for the attack and vowed stern retaliation should there be further provocation.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. Although bilateral summit meetings between the two Koreas were held in April 2018, May 2018 and September 2018 and between the United States and North Korea in June 2018, February 2019 and February

June 2019, there can be no assurance that the level of tensions affecting the Korean peninsula will not escalate in the future. Any further increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea break down or military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations and the market value of our common stock and ADSs.

Labor unrest in Korea may adversely affect our operations.

Economic difficulties in Korea or increases in corporate reorganizations and bankruptcies could result in layoffs and higher unemployment. Such developments could lead to social unrest and substantially increase government expenditures for unemployment compensation and other costs for social programs. According to statistics from the Korea National Statistical Office, the unemployment rate increased from 3.6% in 2015 to 3.7% in 2016 and 2017 andto 3.8% in 2018.Further2018 and 2019. Further increases in unemployment and any resulting labor unrest in the future could adversely affect our operations, as well as the operations of many of our customers and their ability to repay their loans, and could adversely affect the financial condition of Korean companies in general, depressing the price of their securities. Furthermore, the government’s privatization plan with respect to us contemplates the sale of its remaining ownership interest in us to one or more third parties, which may lead to labor unrest among our employees. See “Item 4.A. History and Development of the Company—Privatization Plan.” Any of these developments may have an adverse effect on our financial condition and results of operations.

Risks relating to our common stock and ADSs

We or our major shareholders may sell shares of our common stock in the future, and such sales may adversely affect the market price of our common stock and ADSs and may dilute your investment and relative ownership interest in us.

We have no current plans for any public offerings of our common stock, ADSs or securities exchangeable for or convertible into such securities. However, it is possible that we may decide to offer or sell such securities in the future.

In addition, the KDIC currently owns 124,604,797 shares, or18.32%or 17.25%, of our outstanding common stock, and IMM Private Equity, Inc., through its special purpose company Nobis1, Inc., currently owns 40,560,000 shares, or 5.96%5.62%, of our outstanding common stock.Seestock. See “Item 7.A. Major Shareholders.” In the future, such major shareholders or any other shareholder that owns a large number of shares of our outstanding common stock may choose to sell large blocks of our common stock in a public offering or privately to a strategic or financial investor, including a sale by the KDIC for the purpose of recovering the public funds it injected into us. For example, in accordance with the Korean government’s privatization plan, the KDIC sold 40,143,022 shares of Woori Bank’s common stock (representing 5.9% of its outstanding common stock) in a private sale in Korea in December 2014 and an aggregate of 200,685,395 shares of Woori Bank’s common stock (representing 29.7% of its outstanding common stock) in stakes ranging from 3.7% to 6.0% to seven financial companies through a bidding process in December 2016 and January 2017. In 2017, pursuant to a series of transactions related to call options previously granted in connection with the KDIC’s sale of Woori Bank’s common stock in December 2014, the KDIC sold an aggregate of 19,852,364 shares of Woori Bank’s common stock (representing 2.94% of its outstanding common stock). See “—Risks relating to our structure and strategy—The implementation of the Korean government’s privatization plan may have an adverse effect on us and your interests as a shareholder.” We expect the KDIC to sell all or a portion of the shares of our common stock it owns to one or more purchasers in the future.

Any future offerings or sales by us of our common stock or ADSs or securities exchangeable for or convertible into such securities, significant sales of our common stock by a major shareholder, or the public perception that such an offering or sale may occur, could have an adverse effect on the market price of our common stock and ADSs. Furthermore, any offerings by us in the future of any such securities could have a dilutive impact on your investment and relative ownership interest in us.

Future sales by the KDIC of the shares of our common stock it owns may result in adverse Korean tax consequences for you.

Under applicable Korean tax laws, anon-Korean holder who held Woori Bank’s common stock or ADSs prior to our establishment as a new financial holding company in January 2019 pursuant to a “comprehensive stock transfer” under Korean law will be able to defer taxation on any capital gains arising from the stock transfer, by virtue of the Special Tax Treatment Control Law of Korea, or the STTCL, until such holder’s sale of our common stock or ADSs received in the stock transfer, at which time the tax basis of such common stock or ADSs will be the acquisition price at which such holder acquired such Woori Bank common stock or ADSs. However,non-Korean holders that are corporations may not defer such portion of tax on capital gains arising from the stock transfer that is attributable to the amount by which the market price of our common stock or ADSs (as calculated in accordance with applicable Korean laws and regulations) is in excess of the market price of Woori Bank’s common stock or ADSs. Any suchnon-Korean holder of our common stock or ADS, including a corporation, which seeks to defer taxation on capital gains arising from the stock transfer will be required to submit a tax deferral application in prescribed form to the Korean tax authorities when filing its tax return for the 2019 tax year.

Notwithstanding the foregoing, if our largest shareholder, the KDIC, disposes of 50% or more than 50% of the shares of our common stock it received in the stock transfer within two years from the end of 2019 (the fiscal year in which the date of the stock transfer falls), the deferral of taxation on capital gains will not be available, and anon-Korean holder who received our common stock or ADSs in the stock transfer will generally be subject to Korean tax on capital gains in an amount equal to the lower of (i) 11.0% (inclusive of local income surtax) of the gross realization proceeds (i.e., the value of our common stock or ADSs such holder received in the stock transfer) or (ii) 22.0% (inclusive of local income surtax) of the net realized gain. However, such capital gains tax may not apply, or may apply at a reduced rate, if such holder establishes its entitlement to an exemption or rate reduction under an applicable tax treaty or Korean tax law. See “Item 10.E. Taxation—Korean Taxation—Tax Treaties” for information regarding tax treaty benefits. Accordingly, if you received our common stock or ADSs in the stock transfer, future sales by the KDIC of the shares of our common stock it owns may result in adverse Korean tax consequences for you.

Ownership of our common stock is restricted under Korean law.

Under the Financial Holding Company Act, a single shareholder, together with its affiliates, is generally prohibited from owning more than 10.0% of the issued and outstanding shares of voting stock of a bank holding company such as us that controls a nationwide bank, with the exception of certain shareholders that arenon-financial business group companies, whose applicable limit was reduced from 9.0% to 4.0% pursuant to an amendment of the Financial Holding Company Act which became effective on February 14, 2014. To the extent that the total number of shares of our common stock (including those represented by ADSs) that you and your affiliates own together exceeds the applicable limits, you will not be entitled to exercise the voting rights for the excess shares, and the Financial Services Commission may order you to dispose of the excess shares within a period of up to six months. Failure to comply with such an order would result in an administrative fine of up to 0.03% of the book value of such shares per day until the date of disposal.Non-financial business group companies can no longer acquire more than 4.0% of the issued and outstanding shares of voting stock of a bank holding company pursuant to the amended Financial Holding Company Act, which grants an exception fornon-financial business group companies which, at the time of the enactment of the amended provisions, held more than 4.0% of the shares thereof with the approval of the Financial Services Commission before the amendment. See “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Restrictions on Ownership of a Financial Holding Company.”

You will not be able to exercise dissent and appraisal rights unless you have withdrawn the underlying shares of our common stock and become our direct shareholder.

In some limited circumstances, including the transfer of the whole or any significant part of our business and the merger or consolidation of us with another company, dissenting shareholders have the right to require us

to purchase their shares under Korean law. However, if you hold our ADSs, you will not be able to exercise such dissent and appraisal rights if the depositary refuses to do so on your behalf. Our deposit agreement does not require the depositary to take any action in respect of exercising dissent and appraisal rights. In such a situation, holders of our ADSs must withdraw the underlying common stock from the ADS facility (and incur charges relating to that withdrawal) and become our direct shareholder prior to the record date of the shareholders’ meeting at which the relevant transaction is to be approved, in order to exercise dissent and appraisal rights.

You may be limited in your ability to deposit or withdraw common stock.

Under the terms of our deposit agreement, holders of common stock may deposit such stock with the depositary’s custodian in Korea and obtain ADSs, and holders of ADSs may surrender ADSs to the depositary and receive common stock. However, to the extent that a deposit of common stock exceeds any limit that we may specify from time to time, that common stock will not be accepted for deposit unless our consent with respect to such deposit has been obtained. We currently have not set any such limit; however, we have the right to do so at any time. Under the terms of the deposit agreement, no consent would be required if the shares of common stock were to be obtained through a dividend, free distribution, rights offering or reclassification of such stock. We have consented, under the terms of the deposit agreement, to any deposit unless the deposit would be prohibited by applicable laws or violate our articles of incorporation. If we choose to impose a limit on deposits in the future, however, we might not consent to the deposit of any additional common stock. In that circumstance, if you surrender ADSs and withdraw common stock, you may not be able to deposit the stock again to obtain ADSs. See “Item 4.B. Business Overview—Supervision and Regulation—Restrictions Applicable to Shares” and “Item 10.D. Exchange Controls—Restrictions Applicable to Shares.”

You will not have preemptive rights in some circumstances.

The Korean Commercial Code, as amended, and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares of our common stock in proportion to their existing shareholding ratio whenever new shares are issued. If we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the depositary, after consultation with us, may make the rights available to holders of our ADSs or use commercially feasible efforts to dispose of the rights on

behalf of such holders, in a riskless principal capacity, and make the net proceeds available to such holders. The depositary will make rights available to holders of our ADSs only if:

 

we have requested in a timely manner that those rights be made available to such holders;

 

the depositary has received the documents that are required to be delivered under the terms of the deposit agreement, which may include confirmation that a registration statement filed by us under the U.S. Securities Act of 1933, as amended, or the Securities Act, is in effect with respect to those shares or that the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act; and

 

the depositary determines, after consulting with us, that the distribution of rights is lawful and commercially feasible.

Holders of our common stock located in the United States may not exercise any rights they receive absent registration or an exemption from the registration requirements under the Securities Act.

We are under no obligation to file any registration statement with the U.S. Securities and Exchange Commission or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rights offerings and may experience dilution in your holdings. If a registration statement is required for you to exercise preemptive rights but is not filed by us or is not declared effective, you will not be able to exercise your preemptive rights for additional ADSs and you will suffer dilution of your equity interest in us. If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or feasible, it will allow the rights to lapse, in which case you will receive no value for these rights.

Your dividend payments and the amount you may realize upon a sale of your ADSs will be affected by fluctuations in the exchange rate between the U.S. dollar and the Won.

Our common stock is listed on the KRX KOSPI Market of the Korea Exchange and quoted and traded in Won. Cash dividends, if any, in respect of the shares represented by the ADSs will be paid to the depositary in Won and then converted by the depositary into U.S. dollars, subject to certain conditions. Accordingly, fluctuations in the exchange rate between the Won and the U.S. dollar will affect, among other things, the amounts you will receive from the depositary in respect of dividends, the U.S. dollar value of the proceeds that you would receive upon a sale in Korea of the shares of our common stock obtained upon surrender of ADSs and the secondary market price of ADSs. Such fluctuations will also affect the U.S. dollar value of dividends and sales proceeds received by holders of our common stock.

The market value of your investment may fluctuate due to the volatility of, and government intervention in, the Korean securities market.

Our common stock is listed on the KRX KOSPI Market, which has a smaller market capitalization and is more volatile than the securities markets in the United States and many European countries. The market value of ADSs may fluctuate in response to the fluctuation of the trading price of shares of our common stock on the KRX KOSPI Market. The KRX KOSPI Market has experienced substantial fluctuations in the prices and volumes of sales of listed securities and the KRX KOSPI Market has prescribed a fixed range in which share prices are permitted to move on a daily basis. The KOSPI was 2,220.511,914.73 on April 23, 2019.2020. There is no guarantee that the stock prices of Korean companies will not decline again in the future. Like other securities markets, including those in developed markets, the Korean securities market has experienced problems including market manipulation, insider trading and settlement failures. The recurrence of these or similar problems could have a material adverse effect on the market price and liquidity of the securities of Korean companies, including our common stock and ADSs, in both the domestic and the international markets.

The Korean government has the potential ability to exert substantial influence over many aspects of the private sector business community, and in the past has exerted that influence from time to time. For example, the Korean government has induced mergers to reduce what it considers excess capacity in a particular industry and

has also induced private companies to publicly offer their securities. Similar actions in the future could have the effect of depressing or boosting the Korean securities market, whether or not intended to do so. Accordingly, actions by the government, or the perception that such actions are taking place, may take place or has ceased, may cause sudden movements in the market prices of the securities of Korean companies in the future, which may affect the market price and liquidity of our common stock and ADSs.

If the Korean government deems that emergency circumstances are likely to occur, it may restrict you and the depositary from converting and remitting dividends and other amounts in U.S. dollars.

If the Korean government deems that certain emergency circumstances, including, but not limited to, severe and sudden changes in domestic or overseas economic circumstances, extreme difficulty in stabilizing the balance of payments or implementing currency, exchange rate and other macroeconomic policies, have occurred or are likely to occur, it may impose certain restrictions provided for under the Foreign Exchange Transaction Law, including the suspension of payments or requiring prior approval from governmental authorities for any transaction. See “Item 10.D. Exchange Controls—General.”

Other Risks

You may not be able to enforce a judgment of a foreign court against us.

We are a corporation with limited liability organized under the laws of Korea. Substantially all of our directors and officers and other persons named in this annual report reside in Korea, and all or a significant portion of the assets of our directors and officers and other persons named in this annual report and a substantial majority of our assets are located in Korea. As a result, it may not be possible for you to effect service of process within the United States, or to enforce against them or us in the United States judgments obtained in United

States courts based on the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the United States federal securities laws.

 

Item 4.

INFORMATION ON THE COMPANY

 

Item 4.A.

History and Development of the Company

Overview

We are a financial holding company that was newly established on January 11, 2019 pursuant to a “comprehensive stock transfer” under Korean law, whereby holders of the common stock of Woori Bank and certain of its subsidiaries transferred all of their shares to us and in return received shares of our common stock. We were established under the Financial Holding Company Act of Korea, which, together with associated regulations and a related Enforcement Decree, enables banks and other financial institutions, including insurance companies, invest trust companies, credit card companies and securities companies, to be organized and managed under the auspices of a single financial holding company. As a result of the stock transfer, Woori Bank and certain of its former wholly-owned subsidiaries, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd., became our direct and wholly-owned subsidiaries. Accordingly, our overall business and operations after the stock transfer, on a consolidated basis, are identical to those of Woori Bank on a consolidated basis immediately prior to the stock transfer.

The stock transfer constituted a succession for purposes of Rule12g-3(a) under the Securities Exchange Act of 1934, as amended, such that our common stock was deemed registered under Section 12(b) of the Exchange Act by operation of Rule12g-3(a). Following the stock transfer, we file reports under the Exchange Act as the successor issuer to Woori Bank.

Our legal and commercial name is Woori Financial Group Inc. Our registered office and corporate headquarters are located at 51,Sogong-ro,Jung-gu, Seoul, Korea. Our telephone number is822-2125-2000. Our website address ishttp://www.woorifg.com.

The U.S. Securities and Exchange Commission, or the SEC, maintains a website (http://www.sec.gov), which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

History

Establishment of Woori Bank

The predecessor of Woori Bank was originally established in 1899 and operated as the Commercial Bank of Korea until 1998, when it was acquired by the KDIC and merged with another commercial bank, Hanil Bank, which had been established in 1932. The surviving entity in the merger was renamed Hanvit Bank, which name was changed to Woori Bank in May 2002.

Establishment of Woori Finance Holdings

In response to a financial and economic downturn in Korea beginning in late 1997, the Korean government announced and implemented a series of comprehensive policy packages to address structural weaknesses in the Korean economy and the financial sector. As part of these measures, on October 1, 1998, the KDIC purchased 95.0% of the outstanding shares of the Commercial Bank of Korea and 95.6% of the outstanding shares of Hanil Bank, and subsequently merged Hanil Bank into the Commercial Bank of Korea (which was renamed Hanvit Bank). These banks had suffered significant losses in 1997 and 1998. The Korean government tookpre-emptive measures to ensure the survival of these and other banks as it believed that bank failures would have a substantial negative impact on the Korean economy.

In December 2000, the Korean government wrote down the capital of Hanvit Bank, as well as Kyongnam Bank, Kwangju Bank and Peace Bank of Korea, to zero. It accomplished this by having the Financial Services

Commission issue a capital reduction order with respect to these banks pursuant to its regulatory authority. The Korean government also decided to recapitalize these banks by injecting public funds through the KDIC. In December 2000, the KDIC made initial capital injections to Hanvit Bank (￦2,764 billion), Kyongnam Bank (￦259 billion), Kwangju Bank (￦170 billion) and Peace Bank of Korea (￦273 billion), in return for new shares of those banks. The KDIC also agreed to make additional capital contributions, not involving the issuance of new shares, in the future, which were made in September 2001 to Hanvit Bank (￦1,877 billion), Kyongnam Bank (￦94 billion), Kwangju Bank (￦273 billion) and Peace Bank of Korea (￦339 billion).

In addition, in November 2000, the KDIC established Hanaro Merchant Bank to restructure substantially all of the assets and liabilities of four failed merchant banks (Yeungnam Merchant Banking Corporation, Central Banking Corporation, Korea Merchant Banking Corporation and H&S Investment Bank) that were transferred to it.

In March 2001, the KDIC established Woori Finance Holdings as a new financial holding company and transferred all of the shares in each of Hanvit Bank, Kyongnam Bank, Kwangju Bank, Peace Bank of Korea and Hanaro Merchant Bank held by the KDIC to Woori Finance Holdings in exchange for its newly issued shares. Accordingly, Woori Finance Holdings became the sole owner of those entities. Woori Finance Holdings subsequently listed its common stock on the KRX KOSPI Market in June 2002 and listed ADSs representing its common stock on the New York Stock Exchange in September 2003.

Reorganization and Expansion of Woori Finance Holdings and Woori Bank

Following its establishment and its acquisition of its subsidiaries, Woori Finance Holdings developed a reorganization and integration plan designed to reorganize the corporate structure of some of its subsidiaries and integrate its operations under a single management structure. As part of this plan:

 

From December 2001 through February 2002, Peace Bank of Korea was restructured by:

 

splitting off its commercial banking operations and merging them into Woori Bank;

changing the name of Peace Bank of Korea to Woori Credit Card; and

 

transferring the credit card operations of Woori Bank to Woori Credit Card.

 

In March 2003, the credit card operations of Kwangju Bank were transferred to Woori Credit Card.

 

In August 2003, Woori Investment Bank (formerly named Hanaro Merchant Bank) was merged with Woori Bank.

In succeeding years, Woori Finance Holdings and Woori Bank further reorganized and expanded their operations, including through mergers, acquisitions and investments. For example:

 

In March 2004, Woori Credit Card was merged with Woori Bank.

 

In October and December 2004, Woori Finance Holdings acquired an aggregate 27.3% voting interest in LG Investment & Securities Co., Ltd., which was subsequently renamed Woori Investment & Securities.

 

In May 2005, Woori Finance Holdings acquired a 90.0% interest in LG Investment Trust Management Co., Ltd., which was subsequently renamed Woori Asset Management.

 

In October 2005, Woori Bank established Woori Private Equity as a consolidated subsidiary.

 

In April 2008, Woori Finance Holdings acquired a 51.0% interest in LIG Life Insurance Co., Ltd., which was subsequently renamed Woori Aviva Life Insurance.

 

In March 2011, Woori Finance Holdings acquired certain assets and assumed certain liabilities of Samhwa Mutual Savings Bank through a newly established subsidiary, Woori FG Savings Bank.

 

In September 2012, Woori FG Savings Bank acquired certain assets and assumed certain liabilities of Solomon Mutual Savings Bank.

In October 2012, Woori Finance Holdings established Woori Finance Research Institute, which engages in economic and finance research, management consulting, and management and sales of intellectual property rights.

 

In April 2013, Woori Bank effected aspin-off of its credit card business into a newly established wholly-owned subsidiary of Woori Finance Holdings, Woori Card.

 

In June 2013, through an internal reorganization, Kumho Investment Bank (previously a subsidiary of Woori Private Equity and subsequently renamed Woori Investment Bank), in which Woori Finance Holdings held a 41.6% interest, became its consolidated subsidiary, and ￦70 billion of new capital was injected into such entity.

 

In January 2014, Woori Bank completed the purchase of an additional 27% equity interest (in addition to the 6% equity interest it previously acquired through its subsidiary PT. Bank Woori Indonesia) in PT. Bank Himpunan Saudara 1906, an Indonesian commercial bank with a network of over 100 branches and offices throughout Indonesia. In December 2014, PT. Bank Woori Indonesia merged with and into PT. Bank Himpunan Saudara 1906. The merged entity, in which Woori Banks holds a 79.9% equity interest, was renamed PT Bank Woori Saudara Indonesia 1906, Tbk and became its consolidated subsidiary.

 

In October 2016, Woori Bank acquired a 51% equity interest in Wealth Development Bank Corp., a thrift bank in the Philippines with a network of 16 branches and approximately 300 employees.

 

In November 2016, Woori Bank establishedobtained a banking license to establish a local subsidiary in Vietnam, Woori Bank Vietnam, which commenced operations in January 2017.

 

In June 2018, Woori Bank acquired VisionFund (Cambodia) Ltd., a microfinance lenderdeposit-taking institution in Cambodia, which was renamed WB Finance Co., Ltd. In February 2020, with the approval of the Cambodian financial authorities, Woori Finance (Cambodia) Plc., a microfinance institution, merged with and into WB Finance Co., Ltd.

In November 2018, Woori Bank established a German subsidiary, Woori Bank Europe GmbH, which is headquartered in Frankfurt.

In addition, in April 2019, we entered into share purchase agreements for the acquisitions of (i) a 73% equity interest in Tongyang Asset Management Corp. from Tongyang Life Insurance Co., Ltd. and (ii) ABL Global Asset Management Co. from Anbang Asset Management (Hong Kong) Co., Limited. The purchase prices for such acquisitions are subject to confidentiality pursuant to the share purchase agreements. As of December 31, 2018, the Tongyang Asset Management Corp. had total assets of ￦102 billion and ABL Global Asset Management Co. had total assets of ￦34 billion. We expect to complete such acquisitions in the second quarter of 2019, subject to regulatory approvals and other closing conditions.

Privatization Plan

In June 2013, the Korean government, through the Public Funds Oversight Committee of the Financial Services Commission, announced an updated plan to privatize Woori Finance Holdings and its former subsidiaries, including Woori Bank. The privatization plan provided for the segregation of such entities into three groups and the disposal of the Korean government’s interest in these entities held through the KDIC in a series of transactions, many of which have been completed.

Spin-off of Kwangju Bank and Kyongnam Bank

In August 2013, the board of directors of Woori Finance Holdings approved a plan to establish two new companies, KJB Financial Group and KNB Financial Group (which we refer to as the New Holdcos), through aspin-off of its businesses related to the holding of the shares and thereby controlling the business operations of Kwangju Bank and Kyongnam Bank, respectively. Thespin-off was approved at an extraordinary general meeting of the shareholders of Woori Finance Holdings held in January 2014 and was effected in May 2014. After thespin-off, KJB Financial Group owned the shares of Kwangju Bank previously held by Woori Finance

Holdings, and KNB Financial Group owned the shares of Kyongnam Bank previously held by Woori Finance Holdings. Woori Finance Holdings no longer owned any shares of Kwangju Bank or Kyongnam Bank, and neither they nor the New Holdcos were its subsidiaries, after thespin-off. Following thespin-off, each of these banks was merged with the relevant New Holdco.

In October 2014, the KDIC sold its 56.97% ownership interest in Kwangju Bank and Kyongnam Bank to JB Financial Group and BS Financial Group, respectively.

Disposal of Woori Financial, Woori Asset Management, Woori F&I, Woori Investment & Securities, Woori Aviva Life Insurance and Woori FG Savings Bank

In March 2014, Woori Finance Holdings sold its 52.0% ownership interest in Woori Financial to KB Financial Group for the sale price of ￦280 billion.

In May 2014, Woori Finance Holdings sold its 100.0% ownership interest in Woori Asset Management to Kiwoom Securities for the sale price of ￦76 billion.

In June 2014, Woori Finance Holdings sold its 100.0% ownership interest in Woori F&I to Daishin Securities for the sale price of ￦368 billion.

In June 2014, Woori Finance Holdings also sold its 37.9% ownership interest in Woori Investment & Securities, its 51.6% ownership interest in Woori Aviva Life Insurance and its 100.0% ownership interest in Woori FG Savings Bank to NongHyup Financial Group Inc. for the sale price of ￦1,039 billion in a collective sale.

Merger of Woori Bank and Woori Finance Holdings

In July 2014, Woori Bank entered into a merger agreement with Woori Finance Holdings, providing for the merger of Woori Finance Holdings with and into Woori Bank. The merger agreement was approved by the shareholders of Woori Finance Holdings at an extraordinary general meeting held on October 10, 2014. Pursuant to the merger agreement, Woori Finance Holdings merged with and into Woori Bank on November 1, 2014, such that Woori Bank remained as the surviving entity, and Woori Finance Holdings ceased to exist, after the merger. In connection with the merger, shareholders of Woori Finance Holdings recorded in its shareholder register as of November 1, 2014 received one share of Woori Bank’s common stock for each share of common stock of Woori Finance Holdings they held.

As a result of the merger, the other remaining subsidiaries of Woori Finance Holdings, including Woori Card, Woori Private Equity, Woori FIS, Woori Investment Bank and Woori Finance Research Institute, became

Woori Bank’s subsidiaries. Accordingly, Woori Bank’s overall business and operations after the merger, on a consolidated basis, were substantially identical to those of Woori Finance Holdings on a consolidated basis prior to the merger.

Woori Bank was an unlisted corporation prior to the merger, while Woori Finance Holdings had its common stock listed on the KRX KOSPI Market and its ADSs listed on the New York Stock Exchange. Following the merger, Woori Bank became newly listed on the KRX KOSPI Market and succeeded to Woori Finance Holdings’ listing on the New York Stock Exchange.

Sales of the KDIC’s Ownership Interest

Pursuant to the Korean government’s privatization plan, in December 2014, the KDIC sold 40,143,022 shares of Woori Bank’s common stock (representing 5.9% of its outstanding common stock) in a private sale in Korea. In addition, in December 2016 and January 2017, the KDIC sold an aggregate of 200,685,395 shares of Woori Bank’s common stock (representing 29.7% of its outstanding common stock) in stakes ranging from 3.7% to 6.0% to seven financial companies through a bidding process. Pursuant to a commitment made by the KDIC in connection with such bidding process, five persons, each nominated by one of the winning bidders, were elected as new outside directors at an extraordinary general meeting of Woori Bank’s shareholders held in December

2016. In December 2018, five persons, each nominated by one of such winning bidders, were elected at an extraordinary general meeting of Woori Bank’s shareholders to serve as our outside directors upon our establishment. See “Item 6.A. Directors and Senior Management—Board of Directors—Outside Directors.” In 2017, pursuant to a series of transactions related to call options previously granted in connection with the KDIC’s sale of Woori Bank’s common stock in December 2014, the KDIC sold an aggregate of 19,852,364 shares of Woori Bank’s common stock (representing 2.94% of its outstanding common stock). As a result of such transactions, the KDIC’s ownership interest in Woori Bank was reduced to 18.43%. In connection with our establishment in January 2019 as a new financial holding company pursuant to a “comprehensive stock transfer” under Korean law, the KDIC received our common stock in exchange for the common stock of Woori Bank it owned as a result of which the KDICand currently owns 18.32%17.25% of our outstanding common stock. We expect that the KDIC will sell all or a portion of such common stock to one or more purchasers in multiple transactions by 2022 in accordance with its plan that was approved by the future.Financial Services Commission in June 2019.

In December 2016, in connection with the KDIC’s sale of shares of Woori Bank’s common stock, Woori Bank entered into an agreement with the KDIC, pursuant to which Woori Bank was required to use its best efforts to cause an employee of the KDIC nominated by it to be appointed as Woori Bank’snon-standing director, so long as the KDIC either (x) owned 10% or more of Woori Bank’s total issued shares with voting rights or (y) owned more than 4% but less than 10% of Woori Bank’s total issued shares with voting rights and remained its largest shareholder (other than the National Pension Service of Korea). While such agreement with Woori Bank has expired, in July 2019, we expect to enterentered into an agreement with similar terms with the KDIC in the first half of 2019.with similar terms. See “Item 10.C. Material Contracts.”

Establishment of Woori Financial Group

We were established as a new financial holding company on January 11, 2019 pursuant to a “comprehensive stock transfer” under Korean law, whereby holders of the common stock of Woori Bank and certain of its subsidiaries transferred all of their shares to us and in return received shares of our common stock. The stock transfer was approved by the shareholders of Woori Bank at an extraordinary general meeting held on December 28, 2018. In the stock transfer, each holder of one share of Woori Bank’s common stock recorded in its shareholder register as of November 15, 2018 received one share of our common stock. In addition, we issued our common stock to Woori Bank in exchange for the outstanding common stock of certain of Woori Bank’s wholly-owned subsidiaries that became our wholly-owned direct subsidiaries. Specifically, in connection with the stock transfer, Woori Bank transferred all shares of common stock held by it of Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd., all of which were Woori Bank’s wholly-owned subsidiaries, to us and, as consideration for such transferred shares, received shares of our common stock in accordance with the specified stock transfer ratio applicable to each such subsidiary. Following the completion of

the stock transfer, Woori Bank, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Services Co., Ltd. and Woori Private Equity Asset Management Co., Ltd. became our direct and wholly-owned subsidiaries.

The following chart illustrates the organizational structure of Woori Bank prior to the completion of the stock transfer:

 

LOGO

The following chart illustrates our organizational structure after the completion of the stock transfer:

 

LOGO

In connection with the stock transfer, Woori Bank’s common stock was suspended from trading from January 9, 2019 and wasde-listed from the KRX KOSPI Market on February 13, 2019. Following the stock transfer, our common stock was newly listed on the KRX KOSPI Market on February 13, 2019, and our ADSs succeeded to the listing of Woori Bank’s ADSs on the New York Stock Exchange on January 11, 2019.

The shareholders of Woori Bank were entitled to exercise appraisal rights with respect to its common stock held by them at a purchase price of ￦16,079 per share, in accordance with Korean law. The period for exercise of appraisal rights started on December 28, 2018 and ended on January 7, 2019, during which shareholders exercised appraisal rights with respect to an aggregate of 11,453,702 shares of common stock of Woori Bank. The payment of the purchase price for such common stock held by the exercising shareholders was made on January 9, 2019, in the aggregate amount of ￦184 billion. As a result of the exchange for our common stock of such treasury shares obtained by Woori Bank pursuant to the exercise of appraisal rights by its shareholders and other treasury shares it held, as well as the transfer by Woori Bank of the shares it held in its relevant subsidiaries to us, Woori Bank received 18,346,782 shares of our common stock in the stock transfer, which constituted our treasury shares and represented 2.7% of our total issued common stock as of January 11, 2019. In March 2019, Woori Bank sold all such shares to institutional investors in a block trade, and we no longer hold any treasury shares as of the date of this annual report.

Reorganization and Expansion of Woori Financial Group

After our establishment, we have further reorganized and expanded our operations, including through mergers, acquisitions and investments. For example:

In August 2019, we acquired a 73% equity interest in Woori Asset Management Corp. (formerly known as Tongyang Asset Management Corp.) from Tongyang Life Insurance Co., Ltd., which became our consolidated subsidiary.

In September 2019, we conducted a “comprehensive stock exchange” under Korean law with Woori Bank, the former parent company of Woori Card, whereby Woori Bank transferred all of its Woori Card shares to us and in return received a combination of 42,103,377 shares of our common stock and ￦598 billion in cash, based on an exchange ratio of 0.4697442 shares of our common stock for each Woori Card share. As a result of the stock exchange, Woori Card ceased to be Woori Bank’s subsidiary and became our direct and wholly-owned subsidiary. Pursuant to applicable Korean law, Woori Bank was required to dispose of the 42,103,377 shares of our common stock it received in the stock exchange within six months of its consummation and sold 28,890,707 of such shares to Fubon Life Insurance Co., Ltd. in September 2019 for ￦358 billion and 13,212,670 of such shares in block trades in November 2019. As a result of such transactions, the number of our outstanding shares of common stock increased to 722,267,683.

In September 2019, we acquired a 59.83% equity interest in Woori Investment Bank from Woori Bank, its former parent company, for a sale price of ￦383 billion. As a result of the sale, Woori Investment Bank ceased to be Woori Bank’s subsidiary and became our direct consolidated subsidiary. Woori Investment Bank’s common stock is listed on the KRX KOSPI Market.

In October 2019, Woori Bank acquired a 20% equity interest in Lotte Card Co., Ltd., the eighth largest credit card issuer in Korea, according to BC Research, which is a quarterly report issued by BC Card. See “Item 4.B. Business Overview—Credit Cards.”

In December 2019, we acquired Woori Global Asset Management Co. (formerly known as ABL Global Asset Management Co.) from Anbang Asset Management (Hong Kong) Co., Limited, which became our consolidated subsidiary.

In December 2019, we acquired an aggregate 51% equity interest in Woori Asset Trust Co., Ltd. (formerly known as Kukje Asset Trust Ltd.), consisting of (i) 44.46% from its majority shareholders, including chairmanJae-Eun Yoo, and (ii) 6.54% from Woori Bank. As part of the share purchase agreement with the former majority shareholders, we have agreed to additionally acquire a 21.27% equity interest in the future, subject to certain conditions, at which point we will own an aggregate 72.2% equity interest in Woori Asset Trust Co., Ltd., which is currently our consolidated subsidiary.

Item 4.B.

Business Overview

We are one of the largest financial holding companies in Korea, in terms of consolidated total assets, and our operations include Woori Bank, one of the largest commercial banks in Korea. Our subsidiaries collectively engage in a broad range of businesses, including corporate banking, consumer banking, credit card operations, investment banking, capital markets activities and other businesses. We provide a wide range of products and services to our customers, which mainly comprise small- andmedium-sized enterprises and individuals, as well as some of Korea’s largest corporations. As of December 31, 2018,2019, we had, on a consolidated basis, total assets of ￦340,447￦361,981 billion, total liabilities of ￦318,494￦336,488 billion and total equity of ￦21,953￦25,493 billion.

As one of the leading financial services groups in Korea, we believe our core competitive strengths include the following:

Strong and long standing relationships with corporate customers.Historically our operations concentrated on large corporate customers. As a result, we believe that we have strong relationships with many of Korea’s leading corporate groups, and we are the main creditor bank to 109 of the 3130 largest Korean corporate borrowers. Further enhancing our corporate loan portfolio is our ability to lend to small- andmedium-sized enterprise customers. As of December 31, 2018,2019, we had approximately 306,424325,749 small- andmedium-sized enterprise borrowers.

Large and loyal retail customer base.With respect to our consumer banking operations, we have the third-largestsecond-largest deposit base among Korean commercial banks, and over 23.023.5 million retail customers, representing about half of the Korean adult population. Of these customers, over 9.49.6 million are active customers, meaning that they have a deposit account with us with a balance of at least ￦300,000 or have a loan account with us.

Extensive distribution and marketing network.We serve our customers primarily through one of the largest banking networks in Korea, comprising 877874 branches and 5,3764,855 ATMs and cash dispensers as of December 31, 2018. Through2019.Through Woori Bank, we also operate 1110 dedicated corporate banking centers and 9281 general managers for our large corporate customers and 992909 relationship managers stationed at 728725 branches (as well as 804412 additionalnon-stationed employees who serve as relationship managers as needed) for our small- andmedium-sized enterprise customers as of December 31, 2018. In2019.In addition, we have Internet and mobile banking platforms to enhance customer convenience, reduce service delivery costs and allow our branch staff to focus on marketing and sales.

Strong capital base. As of December 31, 2018, Woori Bank’s2019, our consolidated equity totaled ￦22.0￦25 trillion, and Woori Bank’sour total capital adequacy ratio was 15.65%. Our11.89%.Our management team at the holding company carefully coordinates the capital and dividend plans of each of our subsidiaries and for the consolidated group to ensure that we optimize our capital position. We believe our strong capital base and coordinated capital management enable us to support growth of our core businesses and to pursue franchise-enhancing initiatives such as selective investments and acquisitions.

Strong and experienced management team.Webenefit from our management team’s extensive experience accumulated with our subsidiaries and their predecessors. In January 2019,Tae-Seung Sohn, the president and

chief executive officer of Woori Bank, concurrentlySon assumed the role of our representative director, president and chief executive officer, which we believe will enhanceenhanced the quality of our management team and our corporate governance. We also believe that the extensive experience of many members of our management team in the financial sector will help us to continue to strengthen our operations.

Strategy

We aim to continue to build our position as a leading universal banking andcomprehensive financial services provider in Korea, with a view to having our business platform and operating structure on par with those of leading global financial institutions. The key elements of our strategy are as follows:

Provide comprehensive financial services and maximize synergies among our subsidiaries through our financial holding company structure.We plan to become a comprehensive financial services provider capable of developing and cross-selling a diverse range of products and services to our large existing base of retail and

corporate banking customers, so that we can more effectively compete with leading domestic and international financial institutions. We believe that the adoption of a financial holding company structure will continue to help us increase customer satisfaction, generate synergies and maximize profitability, by creating an integrated system among our affiliated companies and allowing us to effectively provide various financial services, including comprehensiveone-stop asset management services customized for clients, based on active expansion ofnon-banking and global business operations. One of the intended benefits of our financial holding company structure is that it enhances our ability to engage in mergers and acquisitions which we may decide to pursue as part of our strategy. Accordingly,For example, in an effort to expand our asset management services, in 2019, we acquired (i) a 73% equity interest in Woori Asset Management Corp. from Tongyang Life Insurance Co., Ltd., (ii) Woori Global Asset Management Co. from Anbang Asset Management (Hong Kong) Co., Limited and (iii) a 51% equity interest in Woori Asset Trust Co., Ltd. from its majority shareholders and Woori Bank, which became our consolidated subsidiaries. We may consider additionally acquiring or merging with other financial institutions, particularly in thenon-banking sector, to achieve more balanced growth and further diversify our revenue base.

In addition, we believe our financial holding company structure gives us a competitive advantage over stand-alone banks and other financial institutions by:

 

allowing us to offer a more extensive range of financial products and services;

 

enabling us to share customer information, which is not permitted outside a financial holding company structure, thereby enhancing our risk management and cross-selling capabilities;

 

enhancing our ability to reduce costs in areas such as back-office processing and procurement;

 

enabling us to raise and manage capital on a centralized basis.

Further improve our asset quality and strengthen our risk management practices.We were one of the earliest and most aggressive banks in Korea to actively reducenon-performing loans through charge-offs and sales to third parties, and we have taken various measures to facilitate the disposal of our substandard or below loans. As a result of these and other initiatives, our ratio ofnon-performing loans to total loans has been declining and was 0.51%0.43% as of December 31, 2018.2019.

One of our highest priorities is to maintain our strong asset quality and enhance our risk management practices on an ongoing basis. We have created a centralized group-wide risk management organization, installed a comprehensive warning and monitoring system, adopted uniform loan loss provisioning policies across all subsidiaries and implemented an advanced credit evaluation system called “CREPIA”the “Credit Wizard” at Woori Bank. We plan to undertake a series of group-wide reviews of our credit risk management procedures, as well as our risk management infrastructure, in order to develop and implement various measures to further standardize and improve our risk management procedures and systems.

In addition, we use a value at risk, or “VaR,” monitoring system for managing market risk. We intend to vigorously maintain a manageable risk profile and balance that risk profile with adequate returns. We believe that our continuous focus on upgrading our risk management systems and practices will enable us to maintain our strong asset quality, improve our financial performance and enhance our competitiveness.

Enhance customer profitability through optimization of channel usage, products and services for each customer segment.Our extensive distribution network and wide range of quality products and services has

enabled us to serve our customers effectively. However, we intend to further enhance the value proposition to our customers by differentiating products and delivery channels based on the distinct needs of different customer segments.

Retail customers. We have segmented our retail customers into four groups: high net worth; mass affluent; middle class; and mass market. We believe we are relatively competitive in our core customer base, which includes mass affluent and middle class customers, and we serve these customers via our team of financial planners in our branches who sell customized higher margin services and products, such as investment advice, mutual funds, insurance and personal loans. For our mass market customers, we offer simple,easy-to-understand and relatively more standardized products such as basic deposit and lending products, including mortgage loans,

and we encourage the use of alternative distribution channels such as the Internet, mobile banking and ATMs by our mass market customers such that we can serve them in a cost efficient manner. We serve our high net worth individuals via branches and dedicated private banking centers staffed with experienced private bankers who offer sophisticated tailored financial services.

Corporate customers.We continuously and vigorously review our portfolio of large corporate and small- andmedium-sized enterprise customers to refine our database of core accounts and industries in terms of profitability potential. We seek to expand our relationship beyond a pure lending relationship by promoting our foreign exchange, factoring, trade finance and investment banking services to our core small- andmedium-sized enterprise customers and cross-selling our investment banking services, derivatives and other risk hedging products, as well as employee retirement products, to our core large corporate customers.

Diversify our revenue base with a view to reducing our exposure to interest rate cycles and increasing profitability. Currently, in line with the Korean banking industry, we derive a substantial majority of our revenues from our loan and other credit products. To reduce our traditional reliance on lending as a source of revenue and to increase our profitability, we have been seeking to further diversify our earnings base, in particular by focusing onfee-based services, such as foreign exchange, trade finance and derivatives products, investment banking and advisory investment trust services for our corporate customers and asset management and mutual funds, investment trust products and beneficiary certificates, and life andnon-life insurance products for our retail customers.

In addition, we intend to continue to enter into business alliances with other leading financial service providers so that we can offer a full range of “best of class” products and services to our targeted customers. We actively evaluate alliances and joint venture opportunities when they arise in order to diversify our revenue stream and provide our customers with a range of sophisticated and tailored products that will complement our existing products and services. We also intend to carefully consider potential acquisitions or other strategic investments that fit within our overall strategy. When considering acquisitions, we will focus on opportunities that supplement the range of products and services we offer and strengthen our existing customer base, enable us to maintain our standard for asset quality and profitability and provide us with a reasonable return on our investment. We may also consider acquiring or merging with other financial institutions, particularly in thenon-banking sector, to achieve more balanced growth and further diversify our revenue base.

Increase “fintech” capabilities. We have been enhancing our financial technology, or “fintech,” capabilities in order to expand ournon-traditional financial service delivery channels for our customers. We have established a mobile financial service platform through the launch of the first mobile-only banking service in Korea called WiBee Bank in May 2015 and the additions of a mobile messenger application called WiBee Talk and a comprehensive membership point service called WiBee Members in January and July 2016, respectively.2015. In addition, in April 2017, K bank, formed by a consortium with KT Corporation and 20 other companies, in which we, through Woori Bank, own 13.8% of the equity with voting rights, launched its services to become the first Internet-only bank in Korea. K bank also offers its services through convenience stores and phone booths in addition to our ATMs.

We have also strengthened our alliances with information technology companies to provide innovative electronic payment methods, including Woori Samsung Pay with Samsung Electronics, which is a cardless ATM withdrawal system that utilizes smartphones. Through such partnership with Samsung Electronics, in April 2019, we introduced additional services that allow customers to open checking accounts, apply for debit cards and utilize currency exchange services using the Samsung Pay mobile application.

In April 2019, we also launched Digital Innovation Lab, or DinnoLab, which provides fintech startup companies in Korea with opportunities to test their services through an open application programming interface and Amazon Web Service’s cloud system. In June 2019, we introduced a robotic process automation system to improve our operations, minimize human error, support business activities and increase efficiency and productivity. In August 2016,2019, we commenced iris-scanning authentication at certain oflaunched Woori WON Banking, our ATMs, which allows for cardless ATM withdrawals.main mobile banking application, to provide enhanced digital platform services to our customers.

Expand presence in the global market. We have continuously expanded our overseas operations since our establishment of the first overseas branch of a Korean commercial bank in Tokyo, Japan in 1968. In December 2014, we became the first Korean bank to be involved in a merger with a listed overseas bank when our subsidiary PT. Bank Woori Indonesia merged with and into PT. Bank Himpunan Saudara 1906, which was renamed PT Bank Woori Saudara Indonesia 1906, Tbk. In October 2016, we acquired a 51% equity interest in Wealth Development Bank Corp., a thrift bank in the Philippines, and have partnered with Vicsal Development Corporation, an operator of department stores and supermarkets in the Philippines and another major shareholder

of Wealth Development Bank Corp., to actively expand our base of local customers. In addition, in November 2016, we establishedobtained a banking license to establish a local subsidiary in Vietnam, Woori Bank Vietnam, which commenced operations in January 2017 and manages the local operations of our branches in Vietnam. In 2017,Furthermore, we have expanded the scope of our operations in Myanmar, Indonesia, Cambodia and the Philippines in order to capitalize on the potential for high growth and profitability in Southeast Asia and established a representative office in Poland as well as additional branches in India. In 2018, we acquired VisionFund (Cambodia) Ltd., a microfinance lenderdeposit-taking institution in Cambodia, which was renamed WB Finance Co., Ltd., and established a German subsidiary, Woori Bank Europe GmbH, which is headquartered in Frankfurt,Frankfurt. In February 2020, with the approval of the Cambodian financial authorities, Woori Finance (Cambodia) Plc., a microfinance institution, merged with and into WB Finance Co., Ltd., and further expanded our network of local deposit-taking services, as a result of which we have a presence in 26over 20 countries with 430over 470 branches and offices outside Korea.

Develop and increase productivity of our professional workforce. We aim to retain the most qualified and highly-trained professionals in the market, and we intend to continue to focus on the development and training of our core professionals. In order to boost employee morale and productivity, we aim to create an environment that nurtures development and growth and accordingly have implemented performance-based incentive programs to recognize high performers on both an individual and business group level. In addition, a rigorous ethics management program and related measures have been instituted to reduce operational risk and help ensure compliance with our internal standards and policies.

Corporate Banking

We provide commercial banking services to large corporate customers (including government-owned enterprises) and small- andmedium-sized enterprises in Korea. Currently, our corporate banking operations consist mainly of lending to and taking deposits from our corporate customers. We also provide ancillary services on a fee basis, such as inter-account transfers, transfers of funds from branches and agencies of a company to its headquarters and transfers of funds from a company’s customer accounts to the company’s main account. We provide our corporate banking services predominantly through Woori Bank.

The following table sets forth the balances and percentages of our total lending and total deposits represented by our large corporate and small- andmedium-sized enterprise customer loans and deposits, respectively, and the number of such customers as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2016 2017 2018   2017 2018 2019 
  Amount   % of
Total		 Amount   % of
Total		 Amount   % of
Total		   Amount   % of
Total		 Amount   % of
Total		 Amount   % of
Total		 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Loans(1):

    

Small- andmedium-sized enterprise(2)

  ￦68,434    28.9%  ￦74,906    29.6%  ￦79,371    30.3%   ￦74,906    29.6%  ￦79,371    30.3%  ￦85,367    31.4% 

Large corporate(3)

   36,176    15.3  43,372    17.2  38,256    14.6    43,372    17.2  38,256    14.6  31,058    11.4 

Others(4)

   21,033    8.9  18,398    7.3  19,260    7.4    18,398    7.3  19,260    7.4  23,167    8.5 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total

  ￦125,643    53.1%  ￦136,676    54.1%  ￦136,887    52.2%   ￦136,676    54.1%  ￦136,887    52.3%  ￦139,592    51.3% 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Deposits:

                    

Small- andmedium-sized enterprise

  ￦39,564    17.9%  ￦42,693    18.2%  ￦46,753    18.8%   ￦42,693    18.2%  ￦46,753    18.8%  ￦52,998    20.0% 

Large corporate

   62,899    28.5  68,340    29.1  75,128    30.2    68,340    29.1  75,128    30.2  76,943    29.1 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Total

  ￦102,463    46.4%  ￦111,033    47.3%  ￦121,881    49.0%   ￦111,033    47.3%  ￦121,881    49.0%  ￦129,941    49.1% 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Number of borrowers:

                    

Small- andmedium-sized enterprise

   262,311    280,129    306,424      280,129    306,424    325,749   

Large corporate

   3,771    4,169    5,389      4,169    5,389    6,046   

 

(1)

Not including due from banks, other financial assets (or other receivables) and outstanding credit card balances, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(2)

Loans to “small- andmedium-sized enterprises” as defined in the Framework Act on Small and Medium Enterprises of Korea and related regulations (and including project finance loans to such enterprises). See “—Small- andMedium-Sized Enterprise Banking.”

(3)

Loans to companies that are not “small- andmedium-size enterprises” as defined in the Framework Act on Small and Medium Enterprises of Korea and related regulations, and typically including companies that have assets of ￦12 billion or more and are therefore subject to external audit under the Act on External Audits of Stock Companies. See “—Large Corporate Banking.”

(4)

Includes loans to governmental agencies, foreign loans and other corporate loans.

Corporate loans we provide consist principally of the following:

 

 • 

working capital loans, which are loans used for general working capital purposes, typically with a maturity of one year or less, including notes discounted and trade finance; and

 

 • 

facilities loans, which are loans to finance the purchase of materials, equipment and facilities, typically with a maturity of three years or more.

On the deposit-taking side, we currently offer our corporate customers several types of corporate deposit products. These products can be divided into two general categories: demand deposits that have no restrictions on deposits or withdrawals, but which offer a relatively low interest rate; and time deposits from which withdrawals are restricted for a period of time, but offer higher interest rates. We also offer installment deposits, certificates of deposit and repurchase instruments. We offer varying interest rates on our deposit products depending upon the rate of return on our income-earning assets, average funding costs and interest rates offered by other nationwide commercial banks.

Small- andMedium-Sized Enterprise Banking

We use the term “small- andmedium-sized enterprises” as defined in the Framework Act on Small and Medium Enterprises of Korea and related regulations. Under the Framework Act on Small and Medium Enterprises of Korea and related regulations, in order to qualify as a small- andmedium-sized enterprise, (i) the enterprise’s total assets at the end of the immediately preceding fiscal year must be less than ￦500 billion, (ii) the enterprise must meet the average or annual sales revenue standards prescribed by the Enforcement Decree of the Framework Act on Small and Medium Enterprises that are applicable to the enterprise’s primary business,

and (iii) the enterprise must meet the standards of management independence from ownership as prescribed by the Enforcement Decree of the Framework Act on Small and Medium Enterprises. However, pursuant to an amendment to the Framework Act on Small and Medium Enterprises, includingwhich will become effective in June 2020, an enterprise that qualifies as a small- andnon-membershipmedium-sized inenterprise pursuant to the above definition shall no longer be considered a conglomerate as defined insmall- andmedium-sized enterprise if it is incorporated into, or is deemed to be incorporated into, a business group subject to certain disclosure requirements under the Monopoly RegulationsRegulation and Fair Trade Act. Furthermore, certified social enterprises (as defined in the Social Enterprise Promotion Act of Korea), cooperatives, federations of cooperatives, social cooperatives and federations of social cooperatives (as defined in the Framework Act on Cooperatives), as well as cooperatives, federations and national federations (as defined in the Consumer Cooperatives Act) that satisfy the requirements prescribed by the Framework Act on Small and Medium Enterprises, may also qualify as small- andmedium-sized enterprises. The small- andmedium-sized enterprise segment of the corporate banking market has grown significantly in recent years, including as a result of government measures to encourage lending to these enterprises. As of December 31, 2018, 24.4%2019, 23.5% of our small- andmedium-sized enterprise loans were extended to borrowers in the manufacturing industry, 15.8%16.3% were extended to borrowers in the retail and wholesale industry,industries, and 7.4%7.2% were extended to borrowers in the hotel, leisure and transportation industries.

We service our small- andmedium-sized enterprise customers primarilythrough Woori Bank’s network of branches and small- andmedium-sized enterprise relationship managers. As of December 31, 2018,2019, Woori Bank had stationed one or more relationship managers at 728725 branches, of which 369366 were located in the Seoul metropolitan area. Thearea.The relationship managers specialize in servicing the banking needs of small- andmedium-sized enterprise customers and concentrate their marketing efforts on developing new customers in this segment. As of December 31, 2018,2019, Woori Bank had a total of 992909 small- andmedium-sized enterprise relationship managers stationed at its branches (as well as 804412non-stationed employees who serve as relationship managers as needed).

In addition to increasing our dedicated staffing and branches, our strategy for this banking segment is to identify promising industry sectors and to develop and market products and services targeted towards customers in these sectors. We have also developedin-house industry specialists who can help us identify leading small- andmedium-sized enterprises in, and develop products and marketing strategies for, these targeted industries. In addition, we operate customer loyalty programs at Woori Bank for our most profitable small- andmedium-sized enterprise customers and provide them with benefits and services such as preferential rates, free seminars and workshops and complementary invitations to cultural events.

Lending Activities.We provide both working capital loans and facilities loans to our small- andmedium-sized enterprise customers. As of December 31, 2018,2019, working capital loans and facilities loans accounted for 44.3%43.5% and 52.3%53.3%, respectively, of our total small- andmedium-sized enterprise loans. Asloans.As of December 31, 2018,2019, we had approximately 306,424325,749 small- andmedium-sized enterprise borrowers.

As of December 31, 2018,2019, secured loans and loans guaranteed by a third party accounted for 70.1%67.9% and 5.6%5.8%, respectively, of our small- andmedium-sized enterprise loans. As of December 31, 2018,2019, approximately 78.6%76.8% of the secured loans were secured by real estate and 1.2%1.0% were secured by deposits. Workingdeposits.Working capital loans generally have a maturity of one year, but may be extended on an annual basis for an aggregate term of three to five years if periodic payments are made. Facilities loans have a maximum maturity of 10 years.

When evaluating the extension of working capital loans and facilities loans, we review the creditworthiness and capability to generate cash of the small- andmedium-sized enterprise customer. Furthermore, we take corporate guarantees and credit guarantee letters from other financial institutions and use deposits that the borrower has with us or securities pledged to us as collateral.

The value of any collateral is defined using a formula that takes into account the appraised value of the property, any prior liens or other claims against the property and an adjustment factor based on a number of considerations including, with respect to property, the value of any nearby property sold in a court-supervised auction during the previous five years. We generally revalue any collateral on a periodic basis (every year for real estate (with apartments being revalued every month, subject to the availability of certain specified market value information), every year for equipment, every month for deposits and every week for stocks listed on a major Korean stock exchange) or if a trigger event occurs with respect to the loan in question.

Pricing.We establish the pricing for our small- andmedium-sized enterprise loan products based principally on transaction risk, our cost of funding and market considerations. Our lending rates are generally determined using our CREPIACredit Wizard system. We use our CREPIACredit Wizard system to manage our lending activities, and input data gathered from loan application forms, credit scores of borrowers and the appraisal value of collateral provided by external valuation experts into the CREPIACredit Wizard system and update such information periodically to reflect changes in such information. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management—Credit Evaluation and Approval.” We measure transaction risk using factors such as the credit rating assigned to a particular borrower and the value and type of collateral. Our system also takes into account cost factors such as the current market interest rate, opportunity cost and cost of capital, as well as a spread calculated to achieve a target rate of return. Depending on the price and other terms set by competing banks for similar borrowers, we may reduce the interest rate we charge to compete more effectively with other banks. Loan officers have limited discretion in deciding what interest rates to offer, and significant variations require review at higher levels. As of December 31, 2018,2019, approximately 74.1%64.5% of our small- andmedium-sized enterprise loans had interest rates that varied with reference to current market interest rates.

Large Corporate Banking

Our large corporate customers consist of companies that are not “small- andmedium-size enterprises” as defined in the Framework Act on Small and Medium Enterprises of Korea and related regulations, and typically include companies that have assets of ￦12 billion or more and are therefore subject to external audit under the Act on External Audits of Stock Companies. As a result of our history and development, particularly the history of Woori Bank, we remain the main creditor bank to many of Korea’s largest corporate borrowers.

In terms of our outstanding loan balance, as of December 31, 2018,2019, 37.6% of our large corporate loans were extended to borrowers in the manufacturing industry, 34.9%31.3% were extended to borrowers in the finance and insurance industry,industries, and 8.0%9.0% were extended to borrowers in the retail and wholesale industry.industries.

We service our large corporate customers primarily through Woori Bank’s network of dedicated corporate banking centers and general managers. Woori Bank operates 1110 dedicated corporate banking centers, all of which are located in the Seoul metropolitan area. Eacharea.Each center is staffed with one or more general managers, and certain centers are headed by a senior general manager. Depending on the center, each such manager is responsible for large corporate customers that either are affiliates of a particularchaebol or operate in a particular industry or region. As of December 31, 2018,2019, Woori Bank had a total of 9281 generalmanagers who focus on marketing to and managing the accounts of large corporate customers.

Our strategy for the large corporate banking segment is to develop new products and cross-sell our existing products and services to our core base of large corporate customers. In particular, we continue to focus on marketingfee-based products and services such as foreign exchange and trade finance services, derivatives and other risk hedging products, investment banking services and advisory services. We have also been reviewing the credit and risk profiles of our existing customers as well as those of our competitors, with a view to identifying a target group of high-quality customers on whom we can concentrate our marketing efforts. In addition, we are seeking to continue to increase thechaebol-, region- and industry-based specialization of the managers at our dedicated corporate banking centers, including through the operation of a knowledge management database that allows greater sharing of marketing techniques and skills.

Lending Activities.  We provide both working capital loans and facilities loans to our large corporate customers. As of December 31, 2018,2019, working capital loans (including domestic usance, bills bought and securities sold under repurchase agreements) and facilities loans accounted for 75.7%67.0% and 14.3%18.9%, respectively, of our total large corporate loans.

Loans to large corporate customers may be secured by real estate or deposits or be unsecured. As of December 31, 2018,2019, secured loans and loans guaranteed by a third party accounted for 14.2%17.3% and 4.6%5.3%, respectively, of our large corporate loans. Sinceloans.Since a relatively low percentage of our large corporate loan portfolio is secured by collateral, we may be required to establish larger allowances for credit losses with respect to any such loans that becomenon-performing or impaired. See “—Assets and Liabilities—Asset Quality of Loans—

Loan Loss Provisioning Policy.” As of December 31, 2018,2019, approximately 62.0%58.2% of the secured loans were secured by real estate and approximately 3.8%3.3% were secured by deposits. Working capital loans generally have a maturity of one year but may be extended on an annual basis for an aggregate term of three to five years. Facilities loans have a maximum maturity of 10 years.

We evaluate creditworthiness and collateral for our loans to large corporate customers in essentially the same way as we do for loans to small- andmedium-sized enterprise customers. See “—Corporate Banking—Small- andMedium-Sized Enterprise Banking—Lending Activities.”

Pricing.  We determine the pricing of our loans to large corporate customers in the same way that we determine the pricing of our loans to small- andmedium-sized enterprise customers. See “—Corporate Banking—Small- andMedium-Sized Enterprise Banking—Pricing.” As of December 31, 2018,2019, approximately 88.6%79.0% of these loans had interest rates that varied with reference to current market interest rates.

Consumer Banking

We provide retail banking services to consumers in Korea. Our consumer banking operations consist mainly of lending to and taking deposits from our retail customers. We also provide ancillary services on a fee basis, such as wire transfers. While we have historically attracted and held large amounts of consumer deposits through our extensive branch network, our substantial consumer lending growth occurred principally in recent years, in line with the increase in the overall level of consumer debt in Korea. We provide our consumer banking services primarily through Woori Bank. See “—Branch Network and Other Distribution Channels.”

We classify our consumer banking customers based on their individual net worth and contribution to our consumer banking operations into four groups: high net worth; mass affluent; middle class; and mass market. We

differentiate our products, services and service delivery channels with respect to these segments and target our marketing and cross-selling efforts based on this segmentation. With respect to the high net worth and mass affluent segments, we have established private banking operations to better service customers in these segments. See “—Private Banking Operations.” With respect to the middle class segment, we seek to use our branch-level sales staff to maximize the overall volume of products and services we provide. With respect to the mass market segment, we have focused on increasing our operating efficiency by encouraging customers to migrate tolow-cost alternative service delivery channels, such as the Internet, call centers, mobile banking and ATMs.

Lending Activities

We offer a variety of consumer loan products to households and individuals. We differentiate our product offerings based on a number of factors, including the customer’s age group, the purpose for which the loan is used, collateral requirements and maturity. The following table sets forth the balances and percentage of our total lending represented by our consumer loans as of the dates indicated:

 

 As of December 31,  As of December 31, 
 2016 2017 2018  2017 2018 2019 
 Amount(1) % of
Total Loans(2)		 Amount(1) % of
Total Loans(2)		 Amount(1) % of
Total Loans(2)		  Amount(1) % of
Total Loans(2)		 Amount(1) % of
Total Loans(2)		 Amount(1) % of
Total Loans(2)		 
 (in billions of Won, except percentage)  (in billions of Won, except percentage) 

General purpose household loans

 ￦32,368  13.7%  ￦36,301  14.4%  ￦39,492  15.1%  ￦36,301  14.4%  ￦39,492  15.1%  ￦40,870  15.0% 

Mortgage loans

 47,630  20.1  47,476  18.8  51,280  19.6  47,476  18.8  51,280  19.6  54,511  20.1 

Home equity loans

 24,486  10.3  25,513  10.1  26,324  10.0  25,513  10.1  26,324  10.0  28,622  10.5 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦104,484  44.1%  ￦109,290  43.2%  ￦117,096  44.7%  ￦109,290  43.2%  ￦117,096  44.7%  ￦124,003  45.6% 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Not including outstanding credit card balances, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(2)

Total loans do not include other financial assets (or other receivables) and are before the deduction of allowance for credit losses and present value discount and the reflection of deferred origination costs.

Our consumer loans consist of:

 

 • 

general purpose household loans, which are loans made to customers for any purpose (other than mortgage and home equity loans), and include overdraft loans, which are loans extended to customers to cover insufficient funds when they withdraw funds from their demand deposit accounts with us in excess of the amount in such accounts up to a limit established by us; and

 

 • 

mortgage loans,which are loans made to customers to finance home purchases, construction, improvements or rentals, andhome equity loans, which are loans made to customers secured by their homes to ensure loan repayment.

For secured loans, including mortgage and home equity loans, we generally lend up to 70% of the collateral value (except in areas of high speculation designated by the government where we generally limit our lending to 40% of the appraised value of collateral) minus the value of any lien or other security interest that is prior to our security interest. Ininterest.In calculating the collateral value for real estate for such secured consumer loans (which principally consists of residential properties), we generally use the fair value of the collateral as appraised by Korea Investors Service which is collated in our CREPIACredit Wizard system. We generally revalue collateral on a periodic basis. As of December 31, 2018,2019, the revaluation frequency was every year for real estate (with apartments being revalued every month, subject to the availability of certain specified market value information), every year for equipment, every month for deposits and every week for stocks listed on a major Korean stock exchange.

A borrower’s eligibility for general purpose household loans is primarily determined by such borrower’s creditworthiness. In reviewing a potential borrower’s loan application, we also consider the suitability of the borrower’s proposed use of funds, as well as the borrower’s ability to provide a first-priority mortgage. A borrower’s eligibility for a home equity loan is primarily determined by such borrower’s creditworthiness (including

(including as determined by our internal credit scoring protocols) and the value of the collateral property, as well as any third party guarantees of the borrowed amounts.

We also offer a variety of collective housing loans, including loans to purchase property or finance the construction of housing units, loans to contractors to be used for working capital purposes, and loans to educational institutions andnon-profit entities to finance the construction of dormitories. Collective housing loans subject us to the risk that the housing units will not be sold. As a result, we review the probability of the sale of the housing unit when evaluating the extension of a loan. We also review the borrower’s creditworthiness and the suitability of the borrower’s proposed use of funds. Furthermore, we take a lien on the land on which the housing unit is to be constructed as collateral. If the collateral is not sufficient to cover the loan, we also take a guarantee from the Housing Finance Credit Guarantee Fund as security.

General Purpose Household Loans

Our general purpose household loans may be secured by real estate (other than homes), deposits or securities. As of December 31, 2018,2019, approximately ￦29,285￦30,982 billion, or 74.2%75.8%, of our general purpose household loans were unsecured, although some of these loans were guaranteed by a third party. Overdraftparty.Overdraft loans are primarily unsecured and typically have a maturity between one and three years, and the amount of such loans has been steadily declining. As of December 31, 2018,2019, this amount was approximately ￦28￦26 million.

Pricing. The interest rates on our general purpose household loans are either a periodic floating rate (which is based on a base rate determined for three-month,six-month or twelve-month periods, further adjusted to account for the borrower’s credit score and our opportunity cost) or a fixed rate that reflects our internal cost of funding and similar adjustments, but taking into account interest rate risks. In 2010, we began using the “Cost of Fund Index” (or COFIX) benchmark rate, as announced by the Korea Federation of Banks, as the base rate for our general purpose household loans with periodic floating rates in place of the benchmark certificate of deposit rate that we had traditionally used for such purpose.

Our interest rates also incorporate a margin based on, among other things, the type of collateral (if any), priority with respect to any security, our targetloan-to-value ratio and loan duration. We also can adjust the applicable rate based on current or expected profit contribution of the customer. Our lending rates are generally

determined by our CREPIACredit Wizard system.The applicable interest rate is determined at the time of the drawdown of the loan. We also charge a termination fee in the event a borrower repays the loan prior to maturity. As of December 31, 2018,2019, approximately 62.6%53.6% of our general purpose household loans had floating interest rates.

Mortgage and Home Equity Lending

We provide customers with a number of mortgage and home equity loan products that have flexible features, including terms, repayment schedules, amounts and eligibility for loans.The maximum term of our mortgage and home equity loans is typically 35 years.Most of our mortgage and home equity loans provided prior to January 2016 have an interest-only payment period of 10 years or less.However, the Korea Federation of Banks’ implementation of its Guidelines on Banks’ Mortgage Loan Screening changed the default interest-only payment period to one year or less, which applies to loans that were originated subsequent to the effective date of the Guidelines in January 2016. With respect to mortgage and home equity loans, we determine the eligibility of borrowers based on the borrower’s personal information, transaction history and credit history using our CREPIACredit Wizard system. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management—Credit Evaluation and Approval.” The eligibility of a borrower that is participating in a housing lottery will depend on proof that it has paid a deposit or can obtain a guarantee from a Korean government-related housing fund.

As of December 31, 2018,2019, approximately 63.9% of our mortgage and home equity loans were secured by residential or other property, 26.0%25.9% of our mortgage and home equity loans were guaranteed by Korean government-related housing funds and 5.4%6.0% of our mortgage and home equity loans, contrary to general practices in the United States, were unsecured (although the use of proceeds from mortgage and home equity loans is restricted for the purpose of financing home purchases and some of these loans were guaranteed by a

third party). One.One reason that a portion of our mortgage and home equity loans are unsecured is that we, along with other Korean banks, provide advance loans to borrowers for the down payment of new housing (particularly apartments) that is in the process of being built. Once construction is completed, which may take several years, these mortgage and home equity loans become secured by the new housing purchased by these borrowers. As of December 31, 2018,2019, we had issued unsecured construction loans relating to housing where construction was not completed in the amount of ￦4,200 billion. For￦4,998 billion.For the year ended December 31, 2018,2019, the average initialloan-to-value ratio of our mortgage loansand home equity loans was approximately 55.5%58.3% and 45.8%45.4%, respectively, compared to 59.1%55.5% and 51.5%45.8% for the year ended December 31, 2017. The2018.The averageloan-to-value ratio of our mortgage loans and home equity loans as of December 31, 20182019 was approximately 52.9%53.2% and 47.3%46.4%, respectively, compared to 55.6%52.9% and 50.4%47.3% as of December 31, 2017.2018.

Pricing.  The interest rates for our mortgage and home equity loans are determined on essentially the same basis as our general purpose household loans, except that for mortgage and home equity loans we place significantly greater weight on the value of any collateral that is being provided to secure the loan. The base rate we use in determining the interest rate for our mortgage and home equity loans is identical to the base rate we use to determine pricing for our general purpose household loans. As of December 31, 2018,2019, approximately 55.6%50.8% of our outstanding mortgage and home equity loans had floating interest rates.

Private Banking Operations

Our private banking operations within Woori Bank aim to service our high net worth and mass affluent retail customers. As of December 31, 2018,2019, we had over 192,000210,946 customers who qualified for private banking services, representing 0.8%0.9% of our total retail customer base. Ofbase.Of the total deposits of our retail unit of ￦90.7￦100.5 trillion as of December 31, 2018,2019, high net worth and mass affluent customers accounted for 62.2%62.3%.

Through our private bankers, we provide financial and real estate advisory services to our high net worth and mass affluent customers. We also market differentiated investment and banking products and services to these segments, including beneficiary certificates, overseas mutual fund products, specialized bank accounts and credit cards. In addition, we have developed a customer loyalty program for our private banking customers that

provides preferential rate and fee benefits and awards. We have also segmented our private banking operations by introducing exclusive private client services for high net worth customers who individually maintain a deposit balance of at least ￦100 million. Wemillion.We believe that our private banking operations will allow us to increase our revenues from our existing high net worth and mass affluent customers, as well as attract new customers in these segments.

We have 723Woori Bank has 730 branches that offer private banking services. Theseservices.These branches are staffed by 744743 private bankers, and almost all of the branches are located in metropolitan areas, including Seoul.

WeWoori Bank also operateoperates an advisory center in Seoul for its private banking clients, which employs 1820 specialists advising on matters of law, tax, real estate, risk assessment and investments.

Deposit-Taking Activities

We are one of the largest deposit holders among Korean banks, in large part due to our nation-wide branch network. The balance of our deposits from retail customers was ￦80,655 billion as of December 31, 2016, ￦95,757 billion as of December 31, 2017, and ￦95,146 billion as of December 31, 2018 and ￦106,255 billion as of December 31, 2019 which constituted 36.5%40.8%, 40.8%38.2% and 38.2%40.1%, respectively, of the balance of our total deposits.

We offer diversified deposit products that target different customers with different needs and characteristics. These deposit products fall into five general categories:

 

 • 

demand deposits, which either do not accrue interest or accrue interest at a lower rate than time, installment or savings deposits. The customer may deposit and withdraw funds at any time and, if the deposits are interest-bearing, they accrue interest at a fixed or variable rate depending on the period and/or amount of deposit;

 • 

time deposits,which generally require a customer to maintain a deposit for a fixed term during which interest accrues at a fixed or floating rate. Early withdrawals require penalty payments. The term for time deposits typically ranges from one month to five years;

 

 • 

savings deposits, which allow the customer to deposit and withdraw funds at any time and accrue interest at a fixed rate set by us depending upon the period and amount of deposit;

 

 • 

installment deposits, which generally require the customer to make periodic deposits of a fixed amount over a fixed term during which interest accrues at a fixed rate. Early withdrawals require penalty payment. The term for installment deposits range from six months to five years; and

 

 • 

certificates of deposit, the maturities of which range from 30 days to five years, with a required minimum deposit of ￦10 million.Interest rates on certificates of deposit vary with the length of deposit and prevailing market rates. Certificates of deposit may be sold at face value or at a discount with the face amount payable at maturity.

The following table sets forth the percentage of our total retail and corporate deposits represented by each deposit product category as of December 31, 2018:2019:

 

Demand Deposits

  

Time Deposits

  

Savings Deposits

  

Installment Deposits

  

Certificates of Deposit

  

Time Deposits

  

Savings Deposits

  

Installment Deposits

  

Certificates of Deposit

9.70%  54.38%  33.29%  0.01%  2.62%
8.62%  54.97%  36.04%  0.01%  0.36%

We offer varying interest rates on our deposit products depending on market interest rates as reflected in average funding costs, the rate of return on our interest-earning assets and the interest rates offered by other commercial banks. Generally, the interest payable is the highest on installment deposits and decreases with certificate of deposit accounts and time deposits and savings deposit accounts receiving relatively less interest, and demand deposits accruing little or no interest.

We also offer deposits in foreign currencies and a specialized deposit product, the apartment application comprehensive deposit, which is a monthly installment comprehensive savings program providing the holder with a preferential right to subscribe for new national housing units constructed under the Housing Act or new

privately constructed housing units. This deposit product requires monthly installments of ￦20,000 to ￦500,000, terminates when the holder is selected as a subscriber for a housing unit and accrues interest at variable rates depending on the term.

The Monetary Policy Committee of the Bank of Korea imposes a reserve requirement on Won currency deposits of commercial banks based generally on the type of deposit instrument. The minimum reserve requirement ratio is 7%.See “—Supervision and Regulation—Principal Regulations Applicable to Banks—Liquidity.” Ongoing regulatory reforms have removed all controls on lending rates and deposit rates (except for the prohibition on interest payments on current account deposits).

The Depositor Protection Act provides for a deposit insurance system where the KDIC guarantees to depositors the repayment of their eligible bank deposits. The deposit insurance system insures up to a total of ￦50 million per depositor per bank. See “—Supervision and Regulation—Principal Regulations Applicable to Banks—Deposit Insurance System.” We pay a quarterly premium of 0.02% of our average deposits and a quarterly special contribution of 0.025% of our average deposits, in each case for the relevant quarter.For the year ended December 31, 2018,2019, we paid an aggregate of ￦315￦337 billion of such premiums and contributions.

Branch Network and Other Distribution Channels

WeWoori Bank had a total of 877874 banking branches in Korea as of December 31, 2018,2019, which was one of the most extensive networks of branches among Korean commercial banks.In recent years, demand in Korea for mutual funds and other asset management products as well as bancassurance products has been rising. These products require an extensive sales force and customer interaction to sell, further emphasizing the need for a large branch network. As a result, an extensive branch network is important to attracting and maintaining retail customers, as they generally conduct a significant portion of their financial transactions through bank branches. We believe that our extensive branch network in Korea helps us to maintain our retail customer base, which in turn provides us with a stable and relatively low cost funding source.

The following table presents the geographical distribution of ourWoori Bank’s banking branch network in Korea as of December 31, 2018:2019:

 

  Total   Total 
  Number   % of
Total		   Number   % of
Total		 

Area

        

Seoul

   399    46%    396    45.3% 

Six largest cities (other than Seoul)

   150    17    150    17.2 

Other

   328    37    328    37.5 
  

 

   

 

   

 

   

 

 

Total

   877    100%    874    100% 
  

 

   

 

   

 

   

 

 

In order to maximize access to our products and services, we have established an extensive network of ATMs and cash dispensers, which are located in branches as well as unmanned outlets. WeWoori Bank had 5,3764,855 ATMs and cash dispensers as of December 31, 2018.2019.

We actively promote the use of alternative service delivery channels in order to provide convenient service to customers. We also benefit from customers’ increasing use of these channels, as they allow us to maximize the marketing and sales functions at the branch level, reduce employee costs and improve profitability. The following tables set forth information, for the periods indicated, relating to the number of transactions and the fee revenue of our alternative service delivery channels.channels with respect to Woori Bank.

 

  For the year ended December 31,   For the year ended December 31, 
  2016   2017   2018   2017   2018   2019 

ATMs(1):

            

Number of transactions (millions)

   346    316    296    316    296    272 

Fee income (billions of Won)

  ￦40   ￦40   ￦36   ￦40   ￦36   ￦32 

Telephone banking:

            

Number of users

   6,419,017    6,384,164    6,360,743    6,384,164    6,360,743    6,336,310 

Number of transactions (millions)

   105    104    148    104    148    143 

Fee income (billions of Won)

  ￦3   ￦3   ￦2   ￦3   ￦2   ￦1.5 

Internet banking:

            

Number of users

   15,631,766    16,554,353    17,387,658    16,554,353    17,387,658    17,975,675 

Number of transactions (millions)

   6,994    7,566    7,660    7,566    7,660    10,116 

Fee income (billions of Won)

  ￦150   ￦160   ￦178   ￦160   ￦178   ￦199 

 

(1)

Includes cash dispensers.

Most of our electronic banking transactions do not generate fee income as many of those transactions are free of charge, such as balance inquiries, consultations with customer representatives or transfers of money. This is particularly true for telephone banking services, where a majority of the transactions are balance inquiries or consultations with customer representatives, although other services such as money transfers are also available.

Our automated telephone banking system offers a variety of services, including inter-account fund transfers, balance and transaction inquiries and customer service inquiries. We also operate a call center that handles calls from customers, engages in telemarketing and assists in our collection efforts.

Our Internet banking services include balance and transaction inquiries, money transfers, loan applications, bill payment and foreign exchange transactions. We seek to maintain and increase our Internet banking customer base by focusing largely on our younger customers and those that are able to access the Internet easily (such as office workers) as well as by developing additional Internet-based financial services and products. We also develop new products to target different types of customers with respect to our Internet banking services, and have developed a service that enables private banking customers to access their accounts on a website that provides specialized investment advice. We also offer online escrow services.

In addition, we provide mobile banking services to our customers, which is available to all our Internet-registered users. These services allow our customers to complete selected banking transactions through major Korean telecommunications networks using their smart phones or other mobile devices. In May 2015, we launched the first mobile-only banking service in Korea, called WiBee Bank, and we are expanding its services to Southeast Asia.

We also offer our“Win-CMS” service to corporate customers of Woori Bank, which provides an integrated electronic cash management system andin-house banking platform for such customers.

Credit Cards

We offer credit card products and services mainly to consumers and corporate customers in Korea. In April 2013, as a part of our strategy to enhance our credit card operations and increase its synergies with our other businesses, Woori Bank effected a horizontalspin-off of its credit card business, and the former credit card business of Woori Bank iswas operated by its wholly-owned subsidiary, Woori Card. Card, until September 2019, when we conducted a “comprehensive stock exchange” under Korean law with Woori Bank, pursuant to which Woori Card became our direct and wholly-owned subsidiary. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group—Reorganization and Expansion of Woori Financial Group.”

As of December 31, 2018,

2019, Woori Card’s market share based on transaction volume was approximately 8.5%8.7%, which ranked Woori Card as the sixth largest credit card issuer in Korea, according to BC Research, which is a quarterly report issued by BC Card.

Our credit card operations benefit from Woori Card’s ownership of a 7.65% equity stake in BC Card.BC Card isco-owned by KT Corporation, which is one of Korea’s largest telecommunications companies, and other Korean financial institutions, and operates the largest merchant payment network in Korea as measured by transaction volume.Thisvolume. This ownership stake allows us to outsource production and delivery of new credit cards, the preparation of monthly statements, management of merchants and other ancillary services to BC Card for our credit card operations. In addition, in October 2019, Woori Bank acquired a 20% equity interest in Lotte Card Co., Ltd., the eighth largest credit card issuer in Korea, according to BC Research.

Products and Services

We currently have the following principal brands of credit cards outstanding:

 

a “Woori” brand;

 

a “BC Card” brand; and

 

a “Visa” brand.

We issue “Visa” brand cards under anon-exclusive license agreement with Visa International Service Association and also issue “MasterCard,” “JCB” and “Union Pay” brand cards under anon-exclusive,co-branding agreement with BC Card.

We offer a number of different services to holders of our credit cards. Generally, these services include:

 

credit purchase services, which allow cardholders to purchase merchandise or services on credit and repay such credit on alump-sum or installment basis;

 

cash advance services from ATMs and bank branches; and

 

credit card loans, which are loans that cardholders can obtain based on streamlined application procedures.

Unlike in the United States and many other countries, where most credit cards are revolving cards that allow outstanding balances to be rolled over from month to month so long as a required minimum percentage is repaid, cardholders in Korea are generally required to pay for theirnon-installment purchases as well as cash advances within approximately 15 to 60 days of purchase or advance, depending on their payment cycle.

The following tables set forth certain data relating to the credit card operations of Woori Card (including BC Cards and Visa Cards issued through the BC Card consortium) as of the dates or for the period indicated:

 

 As of or for the year ended December 31,  As of or for the year ended December 31, 
 2016 2017 2018  2017 2018 2019 
 (in billions of Won, unless indicated otherwise)  (in billions of Won, unless indicated otherwise) 

Number of credit card holders (at year end) (thousands of holders)

      

General accounts

 12,125  12,509  12,525  12,509  12,525  13,000 

Corporate accounts

 481  550  460  550  460  555 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 12,606  13,059  12,985  13,059  12,985  13,555 
 

 

  

 

  

 

  

 

  

 

  

 

 

Active ratio(1)

 49.00%  50.70%  52.73%  50.70%  52.73%  55.00% 

Credit card interest and fees

      

Installment and cash advance interest

 ￦236  ￦225  ￦224  ￦225  ￦224  ￦243 

Annual membership fees

 56  72  78  72  78  86 

Merchant fees

 831  896  943  896  943  918 

Other fees

 421  570  606  570  606  640 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦1,544  ￦1,763  ￦1,851  ￦1,763  ￦1,851  ￦1,885 
 

 

  

 

  

 

  

 

  

 

  

 

 

Charge volumes

      

General purchase

 ￦59,678  ￦58,454  ￦58,952  ￦61,175  ￦58,952  ￦64,762 

Installment purchase

 6,231  6,796  8,201  6,796  8,201  7,912 

Cash advance

 4,620  4,700  4,859  4,700  4,859  4,862 

Card loan

 2,991  2,944  3,306  2,944  3,306  3,664 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦73,520  ￦72,894  ￦75,318  ￦75,615  ￦75,318  ￦81,200 
 

 

  

 

  

 

  

 

  

 

  

 

 

Outstanding balances (at year end)

      

General purchase

 ￦2,580  ￦2,595  ￦3,057  ￦2,595  ￦3,057  ￦3,243 

Installment purchase

 1,383  1,559  2,089  1,559  2,089  1,969 

Cash advance

 573  574  607  574  607  585 

Card loan

 2,146  2,107  2,305  2,107  2,305  2,611 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦6,682  ￦6,835  ￦8,058  ￦6,835  ￦8,058  ￦8,408 
 

 

  

 

  

 

  

 

  

 

  

 

 

Average outstanding balances

      

General purchase

 ￦2,591  ￦2,822  ￦3,036  ￦2,822  ￦3,036  ￦3,292 

Installment purchase

 1,375  1,520  1,911  1,520  1,911  2,046 

Cash advance

 576  581  596  581  596  591 

Card loan

 2,047  2,174  2,391  2,174  2,391  2,567 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦6,589  ￦7,097  ￦7,934  ￦7,097  ￦7,934  ￦8,496 
 

 

  

 

  

 

  

 

  

 

  

 

 

Delinquency ratios(2)

      

Less than 1 month

 1.37  1.78  1.53  1.78  1.53  1.19 

From 1 month to 3 months

 0.76  0.72  0.72  0.72  0.72  0.65 

From 3 months to 6 months

 0.44  0.57  0.64  0.57  0.64  0.65 

Over 6 months

 0.00  0.00  0.00  0.00  0.00  0.00 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 2.57%  3.07%  2.89%  3.07%  2.89%  2.49% 
 

 

  

 

  

 

  

 

  

 

  

 

 

Non-performing loan ratio(3)

 0.76%  0.83%  0.87%  0.83%  0.87%  0.87% 

Gross charge-offs

 ￦242  ￦228  ￦242  ￦228  ￦242  ￦281 

Recoveries

 44  51  57  51  57  60 
 

 

  

 

  

 

  

 

  

 

  

 

 

Net charge-offs

 ￦198  ￦177  ￦185  ￦177  ￦185  ￦221 
 

 

  

 

  

 

  

 

  

 

  

 

 

Grosscharge-off ratio(4)

 3.66%  3.22%  3.04%  3.22%  3.04%  3.31% 

Netcharge-off ratio(5)

 3.00%  2.49%  2.33%  2.49%  2.33%  2.61% 

 

(1)

Represents the ratio of accounts used at least once within the past month to total accounts as of the end of the relevant year.

(2)

Our delinquency ratios may not fully reflect all delinquent amounts relating to our outstanding balances since a certain portion of delinquent credit card balances (defined as balances one day or more past due) were restructured into loans and were not treated as being delinquent at the time of conversion or for a period of time thereafter. Including all restructured loans, outstanding balances overdue by more than one month accounted for 3.1%3.2% of our credit card balances as of December 31, 2018.2019.

(3)

Represents the ratio of balances that are more than three months overdue to total outstanding balances as of the end of the relevant year. These ratios do not include the following amounts of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary as of December 31, 2016, 2017, 2018 and 2018:2019:

 

   As of December 31, 
   2016   2017   2018 
   (in billions of Won) 

Restructured loans

  ￦102   ￦122   ￦137 
   As of December 31, 
   2017   2018   2019 
   (in billions of Won) 

Restructured loans

  ￦122   ￦137   ￦154 

 

(4)

Represents the ratio of gross charge-offs for the year to average outstanding balances for the year. Ourcharge-off policy is to charge off balances which are more than six months past due (including previously delinquent credit card balances restructured into loans that are more than six months overdue from the point at which the relevant balances were so restructured), except for those balances with a reasonable probability of recovery.

(5)

Represents the ratio of net charge-offs for the year to average outstanding balances for the year.

We offer a diverse range of credit card products within our various brands. Factors that determine which type of card a particular cardholder may receive include net worth, age, location, income level and the particular programs or services that may be associated with a particular card. Targeted products that we offer include:

 

cards that offer additional benefits, such as frequent flyer miles and award program points that can be redeemed for services, products or cash;

 

gold cards, platinum cards and other preferential members’ cards that have higher credit limits and provide additional services;

 

corporate and affinity cards that are issued to employees or members of particular companies or organizations; and

 

revolving credit cards and cards that offer travel services and insurance.

In recent years, credit card issuers in Korea have agreed with selected cardholders to restructure their delinquent credit card account balances as loans that have more gradual repayment terms, in order to retain fundamentally sound customers who are experiencing temporary financial difficulties and to increase the likelihood of eventual recovery on those balances. In line with industry practice, we have restructured a portion of our delinquent credit card account balances as loans. The general qualifications to restructure delinquent credit card balances as loans are that the delinquent amount be more than one month overdue and in excess of ￦1 million. The terms of the restructured loans usually require the payment of approximately 10% to 20% of the outstanding balance as a down payment and that they be guaranteed by a third party and carry higher interest rates than prevailing market rates. These loans are usually required to be repaid by the borrower in installments over terms ranging from three months to 60 months. As of December 31, 2018,2019, the total amount of our restructured loans was ￦147 billion. Because￦165 billion.Because restructured loans are not initially recorded as being delinquent, our delinquency ratios do not fully reflect all delinquent amounts relating to our outstanding credit card balances.

Payments and Charges

Revenues from our credit card operations consist principally of cash advance charges, merchant fees, interest income from credit card loans, interest on late and deferred payments, and annual membership fees paid by cardholders.

Each cardholder is allocated an aggregate credit limit in respect of all cards issued under his or her account and each month. We advise each cardholder of the credit limit relating to the cards in his or her monthly billing statement. Credit limits in respect of card loans are established separately. We conduct ongoing monitoring of all cardholders and accounts, and may reduce the credit limit or cancel an existing cardholder’s card based on current economic conditions, receipt of new negative credit data from third party sources or the cardholder’s score under the credit risk management systems we use to monitor their behavior, even if the cardholder continues to make timely payments in respect of his or her cards. We consider an account delinquent if the payment due is not received on the first monthly payment date on which such payment was due, and late fees are immediately applied. Late fee charges and computation of the delinquency period are based on each outstanding

unpaid transaction or installment, as applicable. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management—Credit Review and Monitoring.”

Payments on amounts outstanding on our credit cards must be made (at the cardholder’s election at the time of purchase) either in full on each monthly payment date, in the case oflump-sum purchases, or in equal monthly installments over a fixed term from two months to 36 months, in the case of installment purchases.Cardholderspurchases. Cardholders may prepay installment purchases at any time without penalty. Payment for cash advances must be made on a lump sum basis. Payments for card loans must be made on an equal principal installment basis over a fixed term from three months up to a maximum of 36 months, up to a maximum loan amount of ￦30 million.

No interest is charged onlump-sum purchases that are paid in full by the monthly payment date. For installment purchases, we charge a fixed rate of interest on the outstanding balance of the transaction amount, based on the installment period selected at the time of purchase. For a new cardholder, we currently apply an interest rate between approximately 9.5% and 19.5%20.5% per annum as determined by the cardholder’s application system score.Seescore. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management—Credit Evaluation and Approval—Credit Card Approval Process” and “—Credit Review and Monitoring—Credit Card Review and Monitoring.”

For cash advances, finance charges start accruing immediately following the cash withdrawal. We currently charge a periodic finance charge on the outstanding balance of cash advance of approximately 6.4% to 23.8% per annum. The periodic finance charge assessed on such balances is calculated by multiplying the daily installment balances for each day during the billing cycle by the applicable periodic finance charge rate, and aggregating the results for each day in the billing period. In addition to finance charges, cardholders using cash advance networks operated by companies that are not financial institutions (such as Hannet and NICE) are charged a minimum commission of ￦700 and a maximum of ￦900 per withdrawal.

We also generally charge a basic annual membership fee of ￦5,000to ￦25,000 for regular and gold cards and ￦30,000up to ￦1,000,000 for platinum cards. The determination of the annual feeour credit cards, which is determined based on various factors including the type of card, and whether affiliation options are selected by the cardholder. For certain cards, such as the Woori V Card, we will waive membership fees if customers charge above a certain amount.

We outsource the management of merchants to BC Card. We charge merchant fees to merchants for processing transactions. Merchant fees vary depending on the type of merchant and the total transaction amounts generated by the merchant. As of December 31, 2018,2019, we charged merchants an average of 1.40%1.32% of their respective total transaction amounts. In addition to merchant fees, we receive nominal interchange fees for international card transactions.

Capital Markets Activities

We engage in capital markets activities for our own account and for our customers. Our capital markets activities include securities investment and trading, derivatives trading, asset securitization services and investment banking.

Securities Investment and Trading

Through Woori Bank, we invest in and trade securities for our own account, in order to maintain adequate sources of liquidity and to generate interest and dividend income and capital gains.Asgains. As of December 31, 2018,2019, our investment portfolio, which consists of financial assets at fair value through other comprehensive income and securities at amortized cost, and our trading portfolio, which consists of financial assets at fair value through profit or loss (excluding deposits, derivative assets and loans), had a combined total book value of ￦44,691￦52,963 billion and represented 13.1%14.6% of our total assets.

Our trading and investment portfolios consist primarily of Korean treasury securities and debt securities issued by Korean government agencies, including the KDIC, local governments or government-invested enterprises, and debt

securities issued by financial institutions. As of December 31, 2018,2019, we held debt securities with a total book value of ￦41,836￦49,892 billion, of which:

 

debt securities at amortized cost accounted for ￦22,939￦20,326 billion, or 54.8%40.7%;

 

debt securities at fair value through other comprehensive income accounted for ￦17,072￦26,714 billion, or 40.8%53.5%; and

 

debt securities at fair value through profit or loss accounted for ￦1,825￦2,852 billion, or less than 4.4%5.7%.

Of these amounts, as of December 31, 2018,2019, debt securities issued by the Korean government amounted to ￦7,523￦8,044 billion, or 32.8%39.6% of our debt securities at amortized cost, ￦1,358￦1,153 billion, or 8.0%4.3% of our debt securities at fair value through other comprehensive income, and ￦516￦873 billion, or 28.3%30.6% of our debt securities at fair value through profit or loss.

From time to time, we also purchase and sell equity securities for our securities portfolios. Our equity securities consist primarily of equities listed on the KRX KOSPI Market or the KRX KOSDAQ Market. As of December 31, 2018:2019:

 

equity securities at fair value through other comprehensive income had a book value of ￦951￦935 billion, or 5.3%3.4% of our securities at fair value through other comprehensive income portfolio; and

 

equity securities at fair value through profit or loss accounted for ￦878￦688 billion, or 23.8%14.0% of our securities at fair value through profit or loss portfolio.

Funds that are not used for lending activities are used for investment and liquidity management purposes, including investment and trading in securities. See “—Assets and Liabilities—Securities Investment Portfolio.”

For a discussion of our risk management policies with respect to our securities trading activities, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Market Risk Management—Market Risk Management for Trading Activities.”

Derivatives Trading

We offer derivatives products and engage in derivatives trading, mostly for our corporate customers. Our trading volume was ￦233,871 billion in 2016, ￦268,734 billion in 2017, and ￦324,410 billion in 2018.2018 and ￦371,500 billion in 2019. Our aggregate net trading revenuegain (loss) from derivatives for the years ended December 31, 2016, 2017, 2018 and 20182019 was ￦176 billion, ￦3 billion, ￦91 billion and ￦91￦(12) billion, respectively.

We provide and trade a number of derivatives products principally through sales or brokerage accounts for our customers, including:

 

interest rate swaps, options and futures, relating principally to Won interest rate risks;

 

index futures and options, relating to stock market fluctuations;

 

cross currency swaps, relating to foreign exchange risks, largely for Won against U.S. dollars;

 

foreign exchange forwards, swaps, options and futures, relating to foreign exchange risks;

 

commodity derivatives, which we provide to customers that wish to hedge their commodities exposure; and

 

credit derivatives, which we provide to financial institutions that wish to hedge existing credit exposures or take on credit exposure to generate revenue.

Our derivatives operations focus on addressing the needs of our corporate clients to hedge their risk exposure and on hedging our risk exposure resulting from such client contracts. We also engage in derivatives trading activities to hedge the interest rate and foreign currency risk exposure that arises from our own assets and liability positions. In addition, we engage in proprietary trading of derivatives, such as index options and futures within our regulated open position limits, for the purpose of generating capital gains.

The following shows the estimated fair value of derivatives we held or had issued for trading purposes as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		   Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		   Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		   Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		   Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		   Estimated
Fair
Value of
Assets		   Estimated
Fair
Value of
Liabilities		 
  (in billions of Won)   (in billions of Won) 

Currency derivatives

  ￦2,331   ￦2,246   ￦2,732   ￦2,782   ￦1,623   ￦1,571   ￦2,732   ￦2,782   ￦1,623   ￦1,571   ￦2,433   ￦2,146 

Interest rate derivatives

   491    532    236    267    229    279    236    267    229    279    313    423 

Equity derivatives

   73    229    147    100    174    241    147    100    174    241    176    274 

Commodity derivatives

   3    3    1    1    —    —    1    1    —    —    —    — 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦2,898   ￦3,010   ￦3,116   ￦3,150   ￦2,026   ￦2,091   ￦3,116   ￦3,150   ￦2,026   ￦2,091   ￦2,922   ￦2,843 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

For a discussion of our risk management policies with respect to our derivatives trading activities, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Market Risk Management—Market Risk Management for Trading Activities.”

Asset Securitization Services

We are active in the Korean asset-backed securities market. Through Woori Bank, we participate in asset securitization transactions in Korea by acting as arranger, trustee or liquidity provider. In 2018,2019, we were involved in asset securitization transactions with an initial aggregate issue amount of ￦765￦1,472 billion and generated total fee income of approximately ￦16￦0.9 billion in connection with such transactions. The securities issued in asset securitization transactions are sold mainly to institutional investors buying through Korean securities firms.

Investment Banking

Through Woori Bank and Woori Investment Bank, we engage in investment banking activities in Korea.InKorea. In addition, we provide project finance and financial advisory services, in the area of social overhead capital projects such as highway, port, power and water and sewage projects, as well as structured finance, leveragedbuy-out financing, equity and venture financing and mergers and acquisitions financing services. In 2018,2019, we generated investment banking revenue of approximately ￦218￦289 billion from gains on investment in foreign bonds and equity securities and fees from advisory and other services.

We believe that significant opportunities exist for us to leverage our existing base of large corporate and small- andmedium-sized banking customers to cross-sell investment banking services. We intend to expand our investment banking operations to take advantage of these opportunities, with a view to increasing our fee income and further diversifying our revenue base.

International Banking

Through Woori Bank, we engage in various international banking activities, including foreign exchange services and dealing, import and export-related services, offshore lending, syndicated loans and foreign currency securities investment. These services are provided primarily to our domestic customers and overseas subsidiaries and affiliates of Korean corporations and, to a limited extent, to local companies and individuals. We also raise foreign currency funding through our international banking operations. In addition, we provide commercial banking services to retail and corporate customers in select overseas markets.

The table below sets forth certain information regarding our foreign currency assets and borrowings:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in millions of US$)   (in millions of US$) 

Total foreign currency assets

  US$  33,670   US$  35,678   US$  35,587   US$ 35,678   US$ 35,587   US$ 40,060 

Foreign currency borrowings

            

Call money

  US$1,131   US$593   US$872    593    872    115 

Long-term borrowings

   4,841    4,290    4,167    4,290    4,167    4,427 

Short-term borrowings

   4,797    6,191    6,336    6,191    6,336    7,509 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total foreign currency borrowings

  US$10,769   US$11,074   US$11,375   US$11,074   US$11,375   US$12,051 
  

 

   

 

   

 

   

 

   

 

   

 

 

The table below sets forth the overseas subsidiaries and direct branches of Woori Bank in operation as of December 31, 2018:2019:

 

Business Unit(1)

  

Location

Subsidiaries:

  

Woori America Bank

  United States

PT Bank Woori Saudara Indonesia 1906, Tbk

  Indonesia

Woori Global Markets Asia Limited

  China (Hong Kong)

Woori Bank (China) Limited

  China

AO Woori Bank

  Russia

Banco Woori Bank do Brasil S.A.

  Brazil

Woori Finance Cambodia PLC.

Cambodia

Woori Finance Myanmar Co., Ltd.

  Myanmar

Wealth Development Bank Corporation

  Philippines

Woori Bank Vietnam Limited

  Vietnam

WB Finance Co., Ltd.(2)

Cambodia

Woori Finance (Cambodia) Plc.(2)

  Cambodia

Woori Bank Europe GmbH

  Germany

Branches, Agencies and Representative Offices:

  

London Branch

  United Kingdom

Tokyo Branch

  Japan

Singapore Branch

  Singapore

Hong Kong Branch

  China (Hong Kong)

Bahrain Branch

  Bahrain

Dhaka Branch

  Bangladesh

Gaeseong Branch(3)

  Korea(2)(3)

New York Agency

  United States

Los Angeles Branch

  United States

Chennai Branch

  India

Sydney Branch

  Australia

Dubai Branch

  United Arab Emirates

Gurgaon Branch

  India

Mumbai Branch

  India

Kuala Lumpur Representative Office

  Malaysia

Yangon Representative Office

  Myanmar

Iran Representative Office(3)(4)

  Iran(4)

Katowice Representative Office

  Poland

 

(1)

Does not include subsidiaries and branches in liquidation or dissolution.

(2)

In February 2020, with the approval of the Cambodian financial authorities, Woori Finance (Cambodia) Plc. merged with and into WB Finance Co., Ltd. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group—Reorganization and Expansion of Woori Finance Holdings and Woori Bank.”

(3)

Due to the shutdown of the Gaeseong Industrial Complex in February 2016, the Gaeseong Branch is currently located at our corporate headquarters in Seoul.

(3)(4)

No longer operational (i.e., no employees or office space) since December 2018 due tofollowing there-imposition of sanctions.

The principal activities of the overseas branches and subsidiaries of Woori Bank are providing trade financing and local currency funding for Korean companies and Korean nationals operating in overseas markets as well as servicing local customers and providing foreign exchange services in conjunction with our headquarters. On a limited basis, such overseas branches and subsidiaries also engage in the investment and trading of securities of foreign issuers.

Woori America Bank currently operates 24over 25 branches in states including New York, New Jersey, Maryland, Virginia, Pennsylvania and California and provides retail and corporate banking services targeted towards the Korean-American community. Woori America Bank had total assets of US$1,9522,073 million as of December 31, 20182019 and net profit of US$1917 million in 2018.2019.

In November 2007, Woori Bank established a local subsidiary in China, Woori Bank (China) Limited, which currently has branches in Beijing, Shanghai, Shenzhen, Suzhou, Tianjin, Dalian, Chengdu, Weihai, Chongqing and Shenyang.WooriShenyang. Woori Bank also established a local subsidiary in Russia, AO Woori Bank, in January 2008 and it currently has branches in Moscow and St. Petersburg and a representative office in Vladivostok.

In January 2014, Woori Bank completed the purchase of an additional 27% equity interest (in addition to the 6% equity interest it previously acquired through its subsidiary PT. Bank Woori Indonesia) in PT. Bank Himpunan Saudara 1906, an Indonesian commercial bank with a network of over 100 branches and offices throughout Indonesia. In December 2014, PT. Bank Woori Indonesia merged with and into PT. Bank Himpunan Saudara 1906. The merged entity, in which Woori Bank holds a 79.9% equity interest, was renamed PT Bank Woori Saudara Indonesia 1906, Tbk and became Woori Bank’s consolidated subsidiary. As of December 31, 2018,2019, PT Bank Woori Saudara Indonesia 1906, Tbk had total assets of US$2,1072,715 million and shareholders’ equity of US$449498 million.

In October 2016, Woori Bank acquired a 51% equity interest in Wealth Development Bank Corp., a thrift bank in the Philippines with a network of 1625 branches and approximately 300 employees.450 employees as of December 31, 2019.

In November 2016, Woori Bank establishedobtained a banking license to establish a local subsidiary in Vietnam, Woori Bank Vietnam, which commenced operations in January 2017 and currently operates 14 branches throughout the branches in Hanoi, Bac Ninh, Ho Chi Minh City and Haiphong.country.

Woori Bank is also expanding its network of branches in South and Southeast Asia through our other local subsidiaries, including PT Bank Woori Saudara Indonesia 1906, Tbk, Woori Finance Myanmar and Wealth Development Bank Corp. and Woori Finance Cambodia. In June 2018, Woori Bank acquired VisionFund (Cambodia) Ltd., a microfinance lenderdeposit-taking institution in Cambodia, which was renamed WB Finance Co., Ltd. In February 2020, with the approval of the Cambodian financial authorities, Woori Finance (Cambodia) Plc., a microfinance institution, merged with and into WB Finance Co., Ltd. As of December 31, 2018,2019, WB Finance Co., Ltd. had total assets of US$240382 million and shareholders’ equity of US$3980 million, and Woori Finance (Cambodia) Plc. had total assets of US$121 million and shareholders’ equity of US$24 million.

In November 2018, Woori Bank established a German subsidiary, Woori Bank Europe GmbH, which is headquartered in Frankfurt and conducts our European operations. As of December 31, 2018,2019, Woori Bank Europe GmbH had total assets of US$52184 million and shareholders’ equity of US$5248 million.

Asset Management

Trust Management Services

Money Trusts.Through Woori Bank, we offer money trust products to our customers and manage the funds they invest in money trusts.Thetrusts. The money trusts we manage are generally trusts with a fixed life that allow

investors to share in the investment performance of the trust in proportion to the amount of their investment in the trust. We principally offer the following types of money trust products:

 

 • 

retirement trusts, which invest funds received from corporations or organizations and manage these funds until they are withdrawn to pay retirement funds to a corporation’s officers or employees or an organization’s members;

 • 

pension trusts, which invest funds received until pension benefits are due to be disbursed to a pension beneficiary; and

 

 • 

specified money trusts, which invest cash received as trust property at the direction of the trustors and, once the trust matures, disburse the principal and any gains to the trust beneficiaries.

We also offer other types of money trusts that have a variety of differing characteristics with respect to, for example, maturities and tax treatment.

Under Korean law, the assets of our money trusts are segregated from our assets and are not available to satisfy the claims of our creditors. We are, however, permitted to maintain deposits of surplus funds generated by trust assets in certain circumstances as set forth under the Financial Investment Services and Capital Markets Act and the regulations thereunder. Except for specified money trusts, we have investment discretion over all money trusts, which are pooled and managed jointly for each type of trust. Specified money trusts are established on behalf of individual customers, typically corporations, which direct our investment of trust assets.

We receive fees for our trust management services that are generally based upon a percentage, ranging between 0.01% and 2.0%, of the net asset value of the assets under management.Wemanagement. We also receive penalty payments when customers terminate their trust deposit prior to the original contract maturity. Fees that we received for trust management services (including those fees related to property trust management services, described below, but excluding those fees relating to guaranteed trusts, which are eliminated in consolidation), net of expenses, amounted to ￦78 billion in 2016, ￦142 billion in 2017, and ￦177 billion in 2018.2018 and ￦171 billion in 2019.

For some of the money trusts we manage, we have guaranteed the principal amount of an investor’s investment as well as a fixed rate of interest. We no longer offer new money trust products where we guarantee both the principal amount and a fixed rate of interest. We continue to offer pension-type money trusts that provide a guarantee of the principal amount of an investor’s investment.

The following table shows the balances of our money trusts by type as of the dates indicated. We consolidate within our financial statements trust accounts for which we guarantee both the repayment of the principal amount and a fixed rate of interest and trust accounts for which we guarantee only the repayment of the principal amount, while we do not consolidate performance trusts on which we do not guarantee principal or interest:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in billions of Won)   (in billions of Won) 

Principal and interest guaranteed trusts

  ￦1   ￦1   ￦1   ￦1   ￦1   ￦1 

Principal guaranteed trusts

   1,344    1,401    1,409    1,401    1,409    1,401 

Performance trusts

   25,767    29,252    36,451    29,252    36,451    36,288 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦27,112   ￦30,654   ￦37,861   ￦30,654   ￦37,861   ￦37,690 
  

 

   

 

   

 

   

 

   

 

   

 

 

The trust assets we manage consist principally of investment securities, loans made from the trusts and amounts due from banks. The investment securities consist of government-related debt securities, corporate debt securities, including bonds and commercial paper, equity securities and other securities. As of December 31, 2018,2019, our money trusts had invested in securities with an aggregate book value of ￦13,667￦12,462 billion, which accounted for approximately 25.5%32.5% of our money trust assets. Debtassets.Debt securities accounted for ￦4,627￦5,474 billion of this amount.

Our money trusts also invest, to a lesser extent, in equity securities, including beneficiary certificates issued by investment trust management companies. As of December 31, 2018,2019, equity securities held by our money trusts amounted to ￦9,040￦6,988 billion, which accounted for approximately 16.9%18.2% of our money trust assets. Ofassets.Of this amount, ￦1,720￦1,816 billion was from money trusts over which we had investment discretion and the remainder was from specified money trusts.

Loans made by our money trusts are similar in type to the loans made by our banking operations. As of December 31, 2018,2019, our money trusts had made loans in the aggregate principal amount of ￦16,994￦7,293 billion (excluding loans to our banking operations of ￦3,020￦2,731 billion), which accounted for approximately 31.7%19.0% of our money trust assets.

The amounts due from banks consist of local currency and foreign currencies. As of December 31, 2018,2019, such amounts due from banks totaled ￦14,217￦15,467 billion, which accounted for approximately 26.5%40.3% of our money trust assets.

If the income from a money trust for which we provide a guarantee is less than the amount of the payments we have guaranteed, we will need to pay the amount of the shortfall with funds from special reserves maintained in our trust accounts, followed by basic fees from that money trust and funds from our banking operations. We net any payments we make as a result of these shortfalls against any gains we receive from other money trusts. No material payments of any such shortfall amounts were made in 2018.2019.

Property Trusts.WeThrough Woori Bank and Woori Asset Trust Co., Ltd., we also offer property trust management services, where we managenon-cash assets in return for a fee.Non-cash assets include mostly receivables (including those securing asset-backed securities), real property and securities, but can also include movable property such as artwork. Under these arrangements, we render escrow or custodial services for the property in question and collect fees in return.

In 2018,2019, our property trust fees generally ranged from 0.003% to 0.46%5.00% of total assets under management, depending on the type of trust account product.As of December 31, 2018,2019, the balance of our property trusts totaled ￦15,005￦49,358 billion.

Property trusts are not consolidated within our financial statements.

Investment Trust Management

Through Woori Asset Management Corp. and Woori Global Asset Management Co., which became our consolidated subsidiaries in 2019, and Woori Private Equity Asset Management Co. Ltd, we offer investment trust products to our customers and manage the assets invested by them in investment trusts. The investment trust products we offer generally take the form of beneficiary certificates evidencing an ownership interest in a particular investment trust. We currently offer various different types of investment trust products, including:

•

securities funds, where securities (excluding certain securities relating to, among others, real estate, ship investment companies, social infrastructure and overseas resource development) consist of more than 50% of their assets;

•

real estate funds, where real estate (including investments in, among others, derivatives based on underlying assets consisting of real estate and loans to corporations relating to real estate development) consist of more than 50% of their assets;

•

special asset funds, where assets other than securities and real estate consist of more than 50% of their assets;

•

mixed asset funds, which do not have the restrictions that apply to securities funds, real estate funds and special asset funds; and

•

money market funds, which invest in short-term financial products, such as call loans, commercial paper, certificates of deposit and short-term treasury notes and corporate bonds.

The investment trusts we manage are generally trusts that allow investors to share in the investment performance of the trust in proportion to the amount of their investment in the trust. We have investment

discretion over all investment trusts. Investment trusts calculate the value of their assets as often as required by the relevant laws and regulations, and any change in the overall valuation of their assets will be reflected in the price of their beneficiary certificates. The trust will disburse principal and any return on investment based on the price of their beneficiary certificates at maturity or upon the receipt of a redemption request, as applicable. In addition to investment trust products, we provide our institutional clients with various investment advisory and discretionary asset investment services.

The following table shows the balances of our investment trusts by type as of December 31, 2019. Under IFRS, we do not consolidate investment trusts due to the fact that the assets invested are not our assets but customer assets:

As of December 31,
2019(1)
(in billions of Won)

Securities funds

￦24,003

Real estate funds

92

Special asset funds

951

Mixed asset funds

15

Money market funds

3,416

Total

￦28,477

(1)

Includes assets under management by Woori Private Equity Asset Management Co., Ltd. See “—Other Businesses—Private Equity.”

We receive fees for our investment trust management services consisting of management fees in connection with establishing, operating and managing the investment trust, asset management fees and related advisory fees. These fees are calculated by multiplying the daily net asset value of the trust by a percentage provided in the trust documentation. Fees accrue on a daily basis and are paid out as expenses periodically. Fees from our investment trust management services amounted to ￦9 billion in 2019.

Although our current customer base consists mainly of institutional investors, we have been seeking to market our investment trust products to retail customers through our consumer banking network. We believe that significant opportunities exist for us to leverage our existing base of consumer banking customers to cross-sell our investment trust products. We intend to focus on the development of new products tailored to particular customer segments and the enhancement of sales and distribution capabilities through each of our marketing channels to meet our customers’ needs.

Trustee and Custodian Services Relating to Securities Investment Trusts

Through Woori Bank, as of December 31, 2018,2019, we acted as a trustee for 3,2723,653 securities investment trusts, mutual funds and other investment funds.We receive a fee for acting as a trustee and generally perform the following functions:

 

receiving payments made in respect of such securities;

 

executing trades in respect of such securities on behalf of the investment fund, based on instructions from the relevant investment fund management company; and

 

in certain cases, authenticating beneficiary certificates issued by investment trust management companies and handling settlements in respect of such beneficiary certificates.

For the year ended December 31, 2018,2019, our fee income from such services was ￦13 billion.

Other Businesses

Management of National Housing and Urban Fund

In April 2008, through Woori Bank, we were selected to be the lead manager of the National Housing and Urban Fund.The National Housing and Urban Fund provides financial support tolow-income households in

Korea by providing mortgage financing and construction loans for projects to build small- andmedium-sized housing. As of December 31, 2018,2019, outstanding housing loans from the National Housing and Urban Fund amounted to approximately ￦106.2￦116.5 trillion, of which we originated approximately ￦56.6￦62.9 trillion.The activities of the National Housing and Urban Fund are funded primarily by the issuance of national housing bonds, which must be purchased by persons and legal entities wishing to make real estate-related registrations and filings, and by subscription savings deposits held at the National Housing and Urban Fund.

In return for managing the operations of the National Housing and Urban Fund, we receive a monthly fee. This fee consists of a fund raising fee, a loan origination fee and a management fee. The fund raising fee is based on the number of National Housing and Urban Fund subscription savings deposit accounts opened and the level of

activity for existing accounts and the number of National Housing and Urban Fund bonds issued or redeemed. The loan origination fee is based on the number of new National Housing and Urban Fund loans and the number of National Housing and Urban Fund mortgage loans to contractors constructing housing units that are assumed by the individual buyers of housing units and the level of activity for existing loans during each month. The management fee is based on the monthly average of the number of outstanding accounts and the monthly average of the number of overdue loans owed to the National Housing and Urban Fund.We received total fees of approximately ￦52￦48.5 billion for managing the National Housing and Urban Fund in 2018.2019.

Bancassurance

The term “bancassurance” refers to the marketing and sale by commercial banks of insurance products manufactured within a group of affiliated companies or by third-party insurance companies. Through Woori Bank, we market a wide range of bancassurance products. In 2018,2019, we generated fee income of approximately ￦86￦86.6 billion through the marketing of bancassurance products. Weproducts.We believe that we will be able to continue to develop an important new source offee-based revenues by expanding our offering of these products. We have entered into bancassurance marketing arrangements with 2830 insurance companies, including TongYang Life Insurance, Hanwha Life Insurance, Samsung Life Insurance, Samsung Fire and Marine Insurance, Hyundai Fire and Marine Insurance and American International Assurance,and plan to enter into additional insurance product marketing arrangements with other leading insurance companies whose names and reputation are likely to be familiar to our customer base.

Private Equity

In 2016, Woori Private Equity Co., Ltd., which was established in October 2005, registered as a specialized private placement collective investment business under the Financial Investment Services and Capital Markets Act and changed its name to Woori Private Equity Asset Management Co., Ltd., or Woori PEAM. Such registration enabled it to manage specialized private placement collective investment vehicles (which include hedge funds) targeting professional investors, in addition to its existing business of making long-term and strategic investments in buyout target companies and actively involving itself in their management. In 2017,2018 and 2019, Woori PEAM launched three of the private equity funds for which Woori PEAMit acted as general partner, WooriWoori-Hanwha Eureka Private Equity Fund, the size of which was approximately ￦344￦43.5 billion, Woori Blackstone Korea OpportunityWoori-ShinyoungGrowth-Cap Private Equity Fund I, the size of which was approximately ￦606￦163 billion, and Woori ColumbusWoori-Q Corporate Restructuring Private Equity Fund, I, the size of which was approximately ￦61 billion, were successfully liquidated after meeting their respective￦155 billion. As of December 31, 2019, Woori PEAM managed a total of 15 alternative investment objectives.funds (other than the three private equity funds mentioned above) with total investments of ￦1.1 trillion and total managed assets of ￦678.8 billion. We expect that Woori PEAM will continue to provide us with investment opportunities, through identifying potential investees suffering from inefficient management and effecting financial restructuring and strategic reorientation in those investees so as to enhance their enterprise value, as well as serve as a source of business for other segments by managing specialized private placement collective investment vehicles for professional investors.

Competition

We compete with other financial institutions in Korea, including principally nationwide and regional Korean commercial banks and branches of foreign banks operating in Korea. In addition, in particular segments such as credit cards, asset management and bancassurance, we compete with specialized financial institutions focusing

on such segments. Some of the financial institutions we compete with are larger in terms of asset size and customer base and have greater financial resources or more specialized capabilities than us or our subsidiaries.

Competition in the Korean financial market has been and is likely to remain intense. In particular, in the area of our core banking operations, most Korean banks have been focusing on retail customers and small- andmedium-sized enterprises in recent years, although they have begun to increase their exposure to large corporate borrowers, and have been focusing on developing fee income businesses, including bancassurance, as increasingly important sources of revenue. In the area of credit cards, Korean banks and credit card companies have in the past engaged in aggressive marketing activities and made significant investments, contributing to some extent to the lower profitability and asset quality problems previously experienced with respect to credit card receivables.

In addition, the following general regulatory reforms in the Korean financial industry have increased competition among banks and other financial institutions in Korea. Korea:

In the second half of 2015, the Korean government implemented measures to facilitate bank account portability of retail customers by requiring commercial banks to establish systems that allow retail customers to easily switch their bank accounts at one commercial bank to another and automatically transfer the automatic payment settings of their former accounts to the new ones. Such measures are expected to further intensify competition among financial institutions in Korea.

Furthermore, the introduction of Internet-only banks in Korea is expected to increase competition in the Korean banking industry. Internet-only banks generally operate without branches and conduct most of their operations through electronic means, which enable them to minimize costs and offer customers higher interest rates on deposits or lower lending rates.

In April 2017, K bank, the first Internet-only bank in Korea, in which we own 13.8% of the equity with voting rights, commenced operations. Kakao Bank, a mobile-only bank, commenced operations in July 2017.

Moreover, in March 2016, the Financial Services Commission introduced an individual savings account scheme in Korea, which enables individuals to efficiently manage a wide range of retail investment vehicles, including cash deposits, investment funds and securities investment products, from a single integrated account with one financial institution and offers tax benefits on investment returns. Since the scheme backed by the Korean government allows only one individual savings account per person, financial institutions have been competing to retain existing customers and attract new customers since the launch of the individual savings account scheme. Over 30 financial institutions, including banks, securities companies and insurance companies, have registered with the Financial Services Commission to sell their individual savings account products,products.

In April 2019, the Financial Services Commission approved and competition among theseis currently conducting test procedures for a financial institutionsregulatory sandbox, a framework set up to allow financial service providers to test new business models in a less regulated environment, as part of its efforts to work closely with the fintech sector and provide support to facilitate its development. In May 2019, we introduced a “drive-thru money exchange and withdrawal service” that is expected to remain intense.allow our customers to exchange currencies and make withdrawals at drive-thru locations without having to visit a bank, which was approved by the Financial Services Commission for testing in the financial regulatory sandbox. In November 2019, we entered into an agreement with Shinsaegae Duty Free to provide foreign exchange drive-thru services on weekends, when banks are generally closed. Over 80 financial services have been similarly approved for such testing.

In December 2019, the Financial Services Commission launched an “open banking” system, which allows customers to view banking account information, regardless of institution, through a single mobile application. Such integrated system is expected to allow fintech firms to share payment networks with banks, thereby cutting transaction fees and encouraging the development of new payment services.

We expect such measures to intensify competition among financial institutions in Korea.

Furthermore, the introduction of Internet-only banks in Korea is expected to increase competition in the Korean banking industry. Internet-only banks generally operate without branches and conduct most of their operations through electronic means, which enable them to minimize costs and offer customers higher interest rates on deposits or lower lending rates. In April 2017, K bank, the first Internet-only bank in Korea, in which Woori Bank owns 13.8% of the equity with voting rights, commenced operations. Kakao Bank, a mobile-only bank, commenced operations in July 2017. In December 2019, Toss Bank was granted a preliminary license by the Financial Services Commission to operate as an Internet-only bank and is expected to begin operations in July 2021 upon receiving final approval from the Financial Services Commission.

Moreover, the Korean financial industry is undergoing significant consolidation. Theconsolidation through which the number of nationwide commercial banks in Korea has significantly decreased from 16 as of December 31, 1997 to six as of December 31, 2018.since the financial crisis in Korea in the late 1990s. A number of significant mergers and acquisitions in the financial industry have also taken place in Korea in recent years, including Hana Financial Group’s acquisition of a controlling interest in Korea Exchange Bank in 2012, the subsequent merger of Hana Bank into Korea Exchange Bank in 2015, KB Financial Group’s acquisition of Hyundai Securities Co., Ltd. in 2016 and the subsequent merger of Hyundai Securities with and into KB Investment & Securities Co., Ltd. in 2016. In 2016, Mirae Asset Securities Co., Ltd. acquired a 43% interest in KDB Daewoo Securities Co., Ltd., which subsequently merged with and into Mirae Asset Securities to create Mirae Asset Daewoo Securities Co., Ltd., the largest securities company in Korea in terms of capital. Furthermore, inIn 2014, pursuant to the implementation of the Korean government’s privatization plan with respect to Woori Finance Holdings and its former subsidiaries, Woori Financial, Woori Asset Management and Woori F&I were acquired by KB Financial Group, Kiwoom Securities and Daishin Securities, respectively, and Woori Investment & Securities, Woori Aviva Life Insurance and Woori FG Savings Bank were acquired by NongHyup Financial Group. In addition, in October 2014, the KDIC’s ownership interest in Kwangju Bank and Kyongnam Bank were acquired by JB Financial Group and BS Financial Group, respectively. See “Item 4.A. History and Development of the Company—Privatization Plan.” Furthermore, Orange Life Insurance, Ltd. (formerly known as ING Life Insurance Korea, Ltd.) became a wholly-owned subsidiary of Shinhan Financial Group following the acquisition of equity interests by Shinhan Financial Group in February 2019 and January 2020.

We expect that consolidation in the Korean financial industry will continue. Other financial institutions may seek to acquire or merge with other entities, and the financial institutions resulting from this consolidation may, by virtue of their increased size and business scope, provide significantly greater competition for us. We also believe that foreign financial institutions, many of which have greater experience and resources than we do, may seek to compete with us in providing financial products and services either by themselves or in partnership with existing Korean financial institutions. See “Item 3.D. Risk Factors—Risks relating to competition.”

Assets and Liabilities

The tables below and accompanying discussions provide selected financial highlights regarding our assets and liabilities on a consolidated basis.

Certain information with respect to our loan portfolio and the asset quality of our loans is presented below on a basis consistent with certain requirements of the Financial Services Commission applicable to Korean

financial institutions, which differs (as described below where applicable) from the presentation of such information in our financial statements prepared in accordance with IFRS, as we believe that such alternative presentation allows us to provide additional details regarding our loan portfolio and the asset quality of our loans which would be helpful to our investors.

Loan Portfolio

As of December 31, 2018,2019, the balance of our total loan portfolio was ￦262,034￦271,993 billion. As of December 31, 2018, 85.4%2019, 89.0% of our total loans wereWon-denominated loans and 14.6%11.0% of our total loans were denominated in other currencies. Of the ￦38,206￦29,810 billion of foreign currency-denominated loans as of that date, approximately 45.2%71.9% represented “foreign” loans provided by Woori Bank to offshore entities and individuals.Wooriindividuals. Woori Bank makes foreign loans primarily through its overseas branches to affiliates of large Korean manufacturing companies for trade financing and working capital.

Except where we specify otherwise, all loan amounts stated below do not include amounts due from banks and other receivables and are prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs, and all corporate loan amounts stated below include loans made to the Korean government and government-owned agencies and banks.

Loan Types

The following table presents loans by type as of the dates indicated. Total loans reflect our loan portfolio, including past due amounts.

 

  As of December 31,   As of December 31, 
  2014 2015 2016 2017 2018   2015 2016 2017 2018 2019 
  (in billions of Won)   (in billions of Won) 

Domestic:

            

Corporate(1):

            

Commercial and industrial

  ￦89,410  ￦92,802  ￦88,968  ￦93,320  ￦96,283   ￦92,802  ￦88,968  ￦93,320  ￦96,283  ￦100,829 

Lease financing

   —   —  7  25  55    —  7  25  55  77 

Trade financing

   11,937  11,446  10,699  9,290  9,649    11,446  10,699  9,290  9,649  6,766 

Other commercial

   11,440  12,229  12,923  21,283  16,177    12,229  12,923  21,283  16,177  13,748 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate

   112,787  116,477  112,597  123,918  122,164    116,477  112,597  123,918  122,164  121,420 

Consumer:

            

General purpose household

   25,070  26,971  30,684  34,374  36,962    26,971  30,684  34,374  36,962  37,605 

Mortgage

   28,988  40,598  47,630  47,476  51,280    40,598  47,630  47,476  51,280  54,511 

Home equity

   25,340  24,657  24,486  25,513  26,324    24,657  24,486  25,513  26,324  28,622 

Total consumer

   79,398  92,226  102,800  107,363  114,566    92,226  102,800  107,363  114,566  120,738 

Credit cards

   5,114  6,099  6,674  6,827  8,051    6,099  6,674  6,827  8,051  8,399 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total domestic

   197,299  214,802  222,071  238,108  244,781    214,802  222,071  238,108  244,781  250,557 

Foreign:

            

Corporate(2):

            

Commercial and industrial

   7,989  9,518  10,540  9,632  11,837    9,518  10,540  9,632  11,837  15,544 

Trade financing

   725  1,421  2,156  2,655  2,186    1,421  2,156  2,655  2,186  1,782 

Other commercial

   245  206  350  471  700    206  350  471  700  845 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate

   8,959  11,145  13,046  12,758  14,723    11,145  13,046  12,758  14,723  18,171 

Consumer

   819  1,222  1,684  1,927  2,530    1,222  1,684  1,927  2,530  3,265 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total foreign

   9,778  12,367  14,730  14,685  17,253    12,367  14,730  14,685  17,253  21,436 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total loans(3)

  ￦207,077  ￦227,169  ￦236,801  ￦252,793  ￦262,034   ￦227,169  ￦236,801  ￦252,793  ￦262,034  ￦271,993 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Less: present value discount

   (17)  (5)  (14)  (11)  (10)    (5)  (14)  (11)  (10)  (7) 

Less: deferred origination costs (fees)

   368  435  464  511  574    435  464  511  574  621 

Less: allowance for credit losses

   (2,609)  (2,051)  (1,851)  (1,770)  (1,778)    (2,051)  (1,851)  (1,770)  (1,778)  (1,575) 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total loans, net

  ￦204,819  ￦225,548  ￦235,400  ￦251,523  ￦260,820   ￦225,548  ￦235,400  ￦251,523  ￦260,820  ￦271,032 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

(1)

Including loans made to banks and the Korean government and government-owned agencies.

(2)

Including loans made to banks.

(3)

Not including due from banks and other financial assets (or other receivables) and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

Loan Concentrations

On a consolidated basis, our exposure to any single borrower or any singlechaebol is limited by law to 20% and 25%, respectively, of our “net aggregate equity capital,” as defined under the Enforcement Decree of the Financial Holding Company Act. See “—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Financial Exposure to Any Individual Customer and Major Shareholder.Investor.” In addition, Woori Bank’s exposure to any single borrower or any singlechaebol is limited by the Bank Act to 20% and 25%, respectively, of its total Tier I and Tier II capital.

20 Largest Exposures by Borrower

As of December 31, 2018,2019, our exposures to our 20 largest borrowers or issuers totaled ￦49,913￦52,634 billion and accounted for 12.0% of our total exposures. The following table sets forth our total exposures to those borrowers or issuers as of that date:

 

 Loans      Guarantees
and
acceptances		       Amounts
classified as
substandard
or below(3)		  Loans      Guarantees
and
acceptances		       Amounts
classified as
substandard
or below(3)		 

Company (Credit Rating)(1)

 Won
currency		 Foreign
currency		 Equity
securities		 Debt
securities		 Total
exposures		 Collateral(2)  Won
currency		 Foreign
currency		 Equity
securities		 Debt
securities		 Total
exposures		 Collateral(2) 
 (in billions of Won)  (in billions of Won) 

Korea Development Bank (AAA)

 ￦—  ￦14  ￦—  ￦9,424  ￦—  ￦9,438  ￦—  ￦8  ￦—  ￦6  ￦—  ￦11,917  ￦—  ￦11,923  ￦—  ￦8 

Korean Government(4)

  —   —   —  9,171   —  9,171   —   —   —   —   —  9,647   —  9,647   —   — 

The Bank of Korea(4)

 930   —   —  7,044   —  7,974   —   —  1,660   —   —  6,501   —  8,161   —   — 

Industrial Bank of Korea (AAA)

 91   —   —  3,308   —  3,399  22   —  94   —   —  5,321   —  5,415  22   — 

Korea Housing Finance Corporation (AAA)

  —   —   —  5,059   —  5,059   —   — 

U.S. Government(4)

  —   —   —  1,371   —  1,371   —   — 

Export-Import Bank of Korea (AAA)

  —   —   —  1,299  8  1,307   —   — 

KB Securities (AA+)

 1,100   —   —  40   —  1,140   —   — 

Kyobo Securities (A+)

 2,543   —   —   —   —  2,543   —   —  1,016   —   —   —   —  1,016   —   — 

Samsung Electronics (AAA)

 201  2,231  24   —   —  2,456   —   — 

Korea Housing Finance Corporation (AAA)

  —   —   —  2,241   —  2,241   —   — 

Korea Student Aid Foundation (AAA)

  —   —   —  1,267   —  1,267   —   —   —   —   —  955   —  955   —   — 

Mirae Asset Deawoo (AA)

 1,150   —   —   —   —  1,150   —   — 

KB Securities (AA)

 1,139   —   —   —   —  1,139   —   — 

Export-Import Bank of Korea (AAA)

  —   —   —  1,070  10  1,080   —   — 

Korea SMEs and Startups Agency (AAA)

 1   —   —  822   —  823   —   — 

Samsung Heavy Industries (BBB+)

  —  104   —  64  622  790   —   — 

LG Display (A+)

 607  116   —   —   —  723   —   — 

Mirae Asset Daewoo (AA)

 650   —   —  20   —  670   —   — 

Defense Acquisition Program Administration (A)

  —   —   —   —  652  652   —   — 

Korea Land & Housing Corporation (AAA)

 328   —   —  733   —  1,061   —   —  328   —   —  309   —  637   —   — 

NH Investment & Securities (AA+)

 1,029   —   —   —   —  1,029   —   — 

U.S. Government(4)

  —   —   —  974   —  974   —   — 

DS Investment & Securities (BB)

 634   —   —   —   —  634   —   — 

Shinhan Investment (AA)

 970   —   —   —   —  970   —   —  602   —   —   —   —  602   —   — 

Defense Acquisition Program Administration (A)

  —   —   —   —  927  927   —   — 

Korea SMEs and Startups Agency (AAA)

 1   —   —  861   —  862   —   — 

Lotte Corporation (AA)

 650  168   —   —   —  818   —   — 

Korea Expressway Corporation (AAA)

  —   —   —  709   —  709   —   — 

Meritz Securities(AA-)

 705   —   —   —   —  705   —   — 

Posco International(AA-)

  —  165   —   —  390  555   —   — 

LG Electronics (AA)

 424  93   —  20  17  554   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦9,737  ￦2,413  ￦24  ￦36,802  ￦937  ￦49,913  ￦22  ￦8  ￦7,116  ￦484  ￦—  ￦43,345  ￦1,689  ￦52,634  ￦22  ￦8 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Credit ratings are from one of the domestic credit rating agencies in Korea, including Korea Ratings Corporation, NICE Investors Service Co. and Korea Information Service Inc., as of December 31, 2018.2019. If multiple ratings were available, the lowest one is indicated.

(2)

The value of collateral is appraised based on future cash flow and observable market price.

(3)

Classification is based on the Financial Services Commission’s asset classification criteria.

(4)

Credit rating is unavailable.

As of December 31, 2018, four2019, five of these top 20 borrowers or issuers were companies belonging to the 2428 largestchaebol in Korea. See “Item 3.D. Risk Factors—Risks relating to our corporate credit portfolio—We have exposure to the largest Korean commercial conglomerates, known as “chaebols,” and, as a result, financial difficulties ofchaebols may have an adverse impact on us.”

Exposure to Chaebols

As of December 31, 2018, 5.8%2019, 4.4% of our total exposure was to the 2428 largestchaebolsin Korea. The following table shows, as of December 31, 2018,2019, our total exposures to the 10chaebols to which we have the largest exposure:

 

 Loans      Guarantees
and
acceptances		       Amounts
Classified as
substandard
or below(2)		  Loans      Guarantees
and
acceptances		       Amounts
Classified as
substandard
or below(2)		 

Chaebol

 Won
currency		 Foreign
currency		 Equity
securities		 Debt
securities		 Total
exposures		 Collateral(1)  Won
currency		 Foreign
currency		 Equity
securities		 Debt
securities		 Total
exposures		 Collateral(1) 
 (in billions of Won)  (in billions of Won) 

Samsung

 ￦896  ￦3,326  ￦38  ￦10  ￦1,118  ￦5,388  ￦112  ￦19  ￦418  ￦1,119  ￦78  ￦84  ￦1,241  ￦2,940  ￦190  ￦— 

Hyundai Motors

 1,207  723  53  101  760  2,844   —   —  1,286  727  53  72  611  2,749   —   — 

Kyobo Life Insurance

 2,548   —   —   —  3  2,551   —   — 

Hyundai Heavy Industries

 421  91   —  10  1,262  1,784  10   — 

Lotte

 1,167  488   —   —  77  1,732  18   — 

SK

 764  251  3  13  372  1,403  58   —  845  276  16  30  460  1,627  179   — 

LG

 1,042  243   —  20  77  1,382  4   —  1,212  235   —  20  86  1,553  3   — 

Mirae Asset

 1,170   —   —   —   —  1,170   —   — 

Hanwha

 690  196   —  6  72  964  142   —  909  194   —  21  88  1,212  415   — 

Hyundai Heavy Industries

 158  50   —  2  964  1,174  6   — 

Kyobo Life Insurance

 1,019   —   —   —   —  1,019   —   — 

Doosan

 276  55   —  8  493  832  18   —  314  78   —  4  524  920   —   — 

Lotte

 282  472   —   —  68  822  2   — 

Hyosung

 264  309   —  6  176  755  237   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦10,181  ￦5,373  ￦94  ￦168  ￦4,234  ￦20,050  ￦362  ￦19  ￦6,707  ￦3,460  ￦147  ￦239  ￦4,218  ￦14,771  ￦1,032  ￦— 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

The value of collateral is appraised based on future cash flow and observable market price.

(2)

Classification is based on the Financial Services Commission’s asset classification criteria.

Loan Concentration by Industry

The following table shows, as of December 31, 2018,2019, the aggregate balance of our domestic and foreign corporate loans by industry concentration and as a percentage of our total corporate lending:

 

  Aggregate
corporate loan balance		   Percentage of total
corporate loan
balance		   Aggregate
corporate loan balance		   Percentage of total
corporate loan
balance		 
  (in billions of Won)       (in billions of Won)     

Industry

        

Manufacturing

  ￦37,414    27.3%   ￦36,094    25.9% 

Financial and insurance

   20,542    15.0    18,834    13.5 

Retail and wholesale

   16,572    12.1    17,538    12.6 

Hotel, leisure or transportation

   7,508    5.5 

Hotel, leisure and transportation

   8,203    5.9 

Construction

   4,081    3.0    4,211    3.0 

Government and government agencies

   311    0.2    336    0.2 

Other

   50,459    36.9    54,376    39.0 
  

 

   

 

   

 

   

 

 

Total

  ￦136,887    100.0%   ￦139,592    100.0% 
  

 

   

 

   

 

   

 

 

Maturity Analysis

The following table sets out, as of December 31, 2018,2019, the scheduled maturities (time remaining until maturity) of our loan portfolio:

 

  1 year or less   Over 1 year
but not more
than 5 years		   Over 5 years   Total   1 year or less   Over 1 year
but not more
than 5 years		   Over 5 years   Total 
  (in billions of Won)   (in billions of Won) 

Domestic

                

Corporate(1)

                

Commercial and industrial

  ￦64,209   ￦26,881   ￦5,193   ￦96,283   ￦64,800   ￦31,084   ￦4,945   ￦100,829 

Lease financing

   2    53    —    55    4    73    —    77 

Trade financing

   9,648    1    —    9,649    6,766    —    —    6,766 

Other commercial

   12,869    2,617    691    16,177    9,594    3,452    702    13,748 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total corporate

   86,728    29,552    5,884    122,164    81,164    34,609    5,647    121,420 

Consumer

                

General purpose household

   20,628    6,580    9,754    36,962    20,491    6,548    10,566    37,605 

Mortgage

   10,113    13,379    27,788    51,280    12,557    13,017    28,937    54,511 

Home equity

   3,395    3,059    19,870    26,324    2,590    2,577    23,455    28,622 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total consumer

   34,136    23,018    57,412    114,566    35,638    22,142    62,958    120,738 

Credit cards

   6,756    932    363    8,051    7,031    1,098    270    8,399 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total domestic

   127,620    53,502    63,659    244,781    123,833    57,849    68,875    250,557 

Foreign

                

Corporate(2)

                

Commercial and industrial

   6,443    4,085    1,309    11,837    8,036    5,706    1,802    15,544 

Trade financing

   2,115    71    —    2,186    1,782    —    —    1,782 

Other commercial

   207    360    133    700    243    462    140    845 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total corporate

   8,765    4,516    1,442    14,723    10,061    6,168    1,942    18,171 

Consumer

                

Other consumer

   301    657    1,572    2,530    592    778    1,895    3,265 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total foreign

   9,066    5,173    3,014    17,253    10,653    6,946    3,837    21,436 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total loans

  ￦136,686   ￦58,675   ￦66,673   ￦262,034   ￦134,486   ￦64,795   ￦72,712   ￦271,993 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1) 

Including loans made to banks and the Korean government and government-owned agencies.

(2) 

Including loans made to banks.

A significant portion of our loans with maturities of one year is renewed annually. We typically roll over our working capital loans and consumer loans (other than those payable in installments) after we conduct our normal loan review in accordance with our loan review procedures. Under our internal guidelines, we may generally extend working capital loans on an annual basis for an aggregate term of five years. Thoseyears.Those guidelines also allow us to generally extend consumer loans other than home equity loans for another term on an annual basis for an aggregate term of up to five years (and home equity loans for an aggregate term of up to 10 years).

Interest Rates

The following table shows, as of December 31, 2018,2019, the total amount of our loans due after one year that have fixed interest rates and variable or adjustable interest rates:

 

  Domestic   Foreign   Total   Domestic   Foreign   Total 
  (in billions of Won)   (in billions of Won) 

Fixed rate(1)

  ￦52,625   ￦2,529   ￦55,154   ￦63,711   ￦3,142   ￦66,853 

Variable or adjustable rates(2)

   64,536    5,658    70,194    63,011    7,641    70,652 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total loans

  ￦117,161   ￦8,187   ￦125,348   ￦126,722   ￦10,783   ￦137,505 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Fixed rate loans are loans for which the interest rate is fixed for the entire term.

(2)

Variable or adjustable rate loans are loans for which the interest rate is not fixed for the entire term.

For additional information regarding our management of interest rate risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Market Risk Management—Asset and Liability Management.”

Asset Quality of Loans

Except where we specify otherwise, all loan amounts stated below do not include amounts due from banks and other receivables and are prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs, and all corporate loan amounts stated below include loans made to the Korean government and government-owned agencies and banks.

Loan Classifications

The Financial Services Commission generally requires Korean financial institutions to analyze and classify their assets by quality into one of five categories for reporting purposes. In making these classifications, we take into account a number of factors, including the financial position, profitability and transaction history of the borrower, and the value of any collateral or guarantee taken as security for the extension of credit. This classification method, and our related provisioning policy, is intended to fully reflect the borrower’s capacity to repay.

The following is a summary of the asset classification criteria we apply for corporate and consumer loans, based on the asset classification guidelines of the Financial Services Commission. Credit card receivables are subject to classification based on the number of days past due, as required by the Financial Services Commission. We also apply different criteria for other types of credits such as loans to the Korean government or to government-related or controlled entities, certain bills of exchange and certain receivables.

 

Asset Classification

  

Characteristics

Normal

  Credits extended to customers that, based on our consideration of their business, financial position and future cash flows, do not raise concerns regarding their ability to repay the credits.

Precautionary

  

Credits extended to customers that:

 

•  based on our consideration of their business, financial position and future cash flows, show potential risks with respect to their ability to repay the credits, although showing no immediate default risk; or

 

•  are in arrears for one month or more but less than three months.

Asset Classification

  

Characteristics

Substandard

  

Either:

 

•  credits extended to customers that, based on our consideration of their business, financial position and future cash flows, are judged to have incurred considerable default risks as their ability to repay has deteriorated; or

 

•  the portion that we expect to collect of total loans (1) extended to customers that have been in arrears for three months or more, (2) extended to customers that have incurred serious default risks due to the occurrence of, among other things, final refusal to pay their debt instruments, entry into liquidation or bankruptcy proceedings, or closure of their businesses, or (3) extended to customers who have outstanding loans that are classified as “doubtful” or “estimated loss.”

Doubtful

  

Credits exceeding the amount we expect to collect of total credits to customers that:

 

•  based on our consideration of their business, financial position and future cash flows, have incurred serious default risks due to noticeable deterioration in their ability to repay; or

 

•  have been in arrears for three months or more but less than twelve12 months.

Estimated Loss

  

Credits exceeding the amount we expect to collect of total credits to customers that:

 

•  based on our consideration of their business, financial position and future cash flows, are judged to have to be accounted as a loss as the inability to repay became certain due to serious deterioration in their ability to repay;

 

•  have been in arrears for twelve12 months or more; or

 

•  have incurred serious risks of default in repayment due to the occurrence of, among other things, final refusal to pay their debt instruments, liquidation or bankruptcy proceedings or closure of their business.

Loan Loss Provisioning Policy

Under IFRS 9Financial Instruments, which replaced IAS 39, for annual periods commencing on or after January 1, 2018, we establish allowances for credit losses based on expected credit losses instead of incurred losses (as was the case under IAS 39) by assessing changes in expected credit losses and recognizing such changes as impairment loss (or reversal of impairment loss) in profit or loss. “Item 5.A. Operating Results—Overview—Changes in Accounting Standards.” Under IFRS 9, the allowance required to be established with respect to a loan or financial asset is the amount of the expected12-month credit loss or the expected lifetime

credit loss for the applicable loan or financial asset, according to three stages of credit risk deterioration since initial recognition.

For financial reporting periods starting prior to January 1, 2018, under IAS 39Financial Instruments: Recognition and Measurement, we established allowances for credit losses with respect to loans using either acase-by-case or collective approach. We assessed individually significant loans on acase-by-case basis and other loans on a collective basis. In addition, if we determined that no objective evidence of impairment exists for a loan, we included such loan in a group of loans with similar credit risk characteristics and assessed them collectively for impairment regardless of whether such loan is significant. If there was objective evidence that an impairment loss had been incurred for individually significant loans, the amount of the loss was measured as the difference between the financial asset’s carrying amount and the present value of the estimated future cash flows discounted at such asset’s original effective interest rate. Future cash flows were estimated through acase-by-case analysis of individually assessed assets, which took into account the benefit of any guarantee or other collateral held. The value and timing of future cash flow receipts were based on available estimates in conjunction with facts available at the time of review and reassessed on a periodic basis as new information became available.

Under IAS 39, for collectively assessed loans, we based the level of allowance for credit losses on a portfolio basis in light of the homogenous nature of the assets included in each portfolio. The allowances were determined based on a quantitative review of the relevant portfolio, taking into account such factors as the level of arrears, the value of any security, and historical and projected cash recovery trends over the recovery period. The methodologies we used to estimate collectively assessed allowances reflected the probability that the performing customer would default, our historical loss experience (as adjusted by current economic and credit conditions where appropriate) and the emergence period between an impairment event occurring and a loan being identified and reported as impaired.

If additions or changes to the allowance for credit losses are required, then we record provisions for credit loss, which are included in impairment losses due to credit loss and treated as charges against current income. Credit exposures that we deem to be uncollectible, including actual loan losses, net of recoveries of previouslycharged-off amounts, are charged directly against the allowance for credit losses. See “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Loans and Allowance for Credit Losses.”

We conclude that a loan is impaired when it is under one of the following conditions:

 

when the principal is past due by 90 days or more due to significant deterioration in credit;

 

for loans overdue for less than 90 days, when it is determined that not even a portion of the loan will be recovered unless a claim action, such as disposal of collateral, is taken; or

 

when other objective indicators of impairment have been noted for the loan.

In addition, if our allowance for credit losses is deemed insufficient for regulatory purposes, we compensate for the difference by recording a planned regulatory reserve for credit loss, which is segregated within our retained earnings. The level of planned regulatory reserve for credit loss required to be recorded is equal to the amount by which our allowance for credit losses under IFRS is less than the greater of (x) the amount of expected loss calculated using the internal ratings-based approach under Basel II and as approved by the Financial Supervisory Service and (y) the required amount of credit loss reserve calculated based on guidelines prescribed by the Financial Services Commission. The following table sets forth the Financial Services Commission’s guidelines applicable to banking institutions for the minimum percentages of the outstanding principal amount of the relevant loans or balances that the credit loss reserve must cover:

 

Loan classifications

  

Corporate(1)

  

Consumer

  

Credit card
receivables(2)

  

Credit card
loans(3)

  

Corporate(1)

  

Consumer

  

Credit card
receivables(2)

  

Credit card
loans(3)

Normal

  0.85% or above  1% or above  1.1% or above  2.5% or above  0.85% or above  1% or above  1.1% or above  2.5% or above

Precautionary

  7% or above  10% or above  40% or above  50% or above  7% or above  10% or above  40% or above  50% or above

Substandard

  20% or above  20% or above  60% or above  65% or above  20% or above  20% or above  60% or above  65% or above

Doubtful

  50% or above  55% or above  75% or above  75% or above  50% or above  55% or above  75% or above  75% or above

Estimated loss

  100%  100%  100%  100%  100%  100%  100%  100%

 

(1)

Subject to certain exceptions pursuant to the Banking Industry Supervision Regulations of Korea.

(2)

Applicable for credit card receivables for general purchases of products or services.

(3)

Applicable for cash advances, card loans and revolving loan receivables.

The process to determine the allowances foroff-balance sheet positions under IFRS is similar to the methodology used for loans. Any loss amounts are recognized as a provision in the consolidated statements of financial position within liabilities and charged to the consolidated statement of income as a component of the impairment losses due to credit loss.

The actual amount of credit losses we incur may differ from our loss estimates as a result of changing economic conditions, changes in industry or geographic concentrations, or other factors. We monitor the differences between our estimated and actual incurred credit losses, and we undertake detailed periodic assessments of both individual loans and credit portfolios, the models we use to estimate incurred credit losses in those portfolios and the adequacy of our overall allowances.

Problem Loans and Past Due Accruing Loans

We monitor and manage our “problem loans” by generally placing loans on “problem loan” status when payments of interest and/or principal become past due by 90 days. In addition, the following types of loans are classified as problem loans by us even if such loans are not past due:

 

Loans to creditors with dishonored notes or checks;

 

Loans for which interest payments are reduced or postponed (e.g., throughwork-out procedures or debt restructurings); and

 

Loans to creditors included in the “watch list” maintained by the Korea Federation of Banks.

We reclassify loans asnon-problem loans when interest and principal payments areup-to-date and future payments of principal and interest are reasonably assured. In applying payments on problem loans, we first apply payments to the delinquent interest outstanding, then tonon-delinquent interest, and then to the outstanding loan balance until the loan is paid in full.

Foregone interest is the portion of the contractual interest due on problem loans that we have not accrued in our books. If we had not foregone interest on our problem loans, we would have recorded gross interest income of ￦104 billion, ￦74 billion, and ￦61 billion and ￦60 billion for 2016, 2017, 2018 and 2018,2019, respectively, on loans accounted for as problem loans throughout the year, or since origination for loans held for part of the year. Theyear.The actual amount of interest income on those loans included in our net income for 2016, 2017, 2018 and 20182019 was ￦47￦34 billion, ￦34 billion and ￦34￦39 billion, respectively.

The category “accruing loans which are contractually past due 90 days or more as to principal or interest” includes loans that are still accruing interest based on the contractual rate of interest but on which principal or interest payments are contractually past due 90 days or more. We continue to accrue contractual interest on loans that are fully secured by deposits or on which there are financial guarantees from the Korean government, the KDIC or certain financial institutions.

The following table shows, as of the dates indicated, the amount of loans that were problem loans and accruing loans which were past due 90 days or more:

 

 As of December 31, 
 2014 2015 2016 2017 2018  As of December 31, 
 Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total  2015 2016 2017 2018 2019 
 (in billions of Won)  Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total 

Loans classified as problem loans(1)

                              

Corporate(2)

 ￦2,458  ￦82  ￦2,540  ￦1,901  ￦44  ￦1,945  ￦1,200  ￦67  ￦1,267  ￦924  ￦145  ￦1,069  ￦627  ￦35  ￦662  ￦1,901  ￦44  ￦1,945  ￦1,200  ￦67  ￦1,267  ￦924  ￦145  ￦1,069  ￦627  ￦35  ￦662  ￦688  ￦42  ￦730 

Consumer(3)

 547  6  553  436  4  440  442  20  462  460  23  483  537  24  561  436  4  440  442  20  462  460  23  483  537  24  561  559  20  579 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

 3,005  88  3,093  2,337  48  2,385  1,642  87  1,729  1,384  168  1,551  1,164  59  1,223  2,337  48  2,385  1,642  87  1,729  1,384  168  1,551  1,164  59  1,223  1,247  62  1,309 

Accruing loans which are contractually past due 90 days or more as to principal or interest(1)

                              

Corporate(2)

 2   —  2   —   —   —  3   —  3  2   —  2  1   —  1   —   —   —  3   —  3  2   —  2  1   —  1  11   —  11 

Consumer(3)

  —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

 2   —  2   —   —   —  3   —  3  2   —  2  1   —  1   —   —   —  3   —  3  2   —  2  1   —  1  11   —  11 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦3,007  ￦88  ￦3,095  ￦2,337  ￦48  ￦2,385  ￦1,645  ￦87  ￦1,732  ￦1,386  ￦168  ￦1,553  ￦1,165  ￦59  ￦1,224  ￦2,337  ￦48  ￦2,385  ￦1,645  ￦87  ￦1,732  ￦1,386  ￦168  ￦1,553  ￦1,165  ￦59  ￦1,224  ￦1,258  ￦62  ￦1,320 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Not including due from banks and other financial assets (or other receivables), and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

(2)

Including loans made to banks and the Korean government and government-owned agencies.

(3)

Includes credit card balances of ￦80 billion, ￦93 billion, ￦142 billion, ￦163 billion, ￦188 billion and ￦188￦208 billion as of December 31, 2014, 2015, 2016, 2017, 2018 and 2018,2019, respectively.

The following table shows, as of the dates indicated, the amount of problem loans, potential problem loans andnon-performing loans:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in billions of Won)   (in billions of Won) 

Problem loans

  ￦1,729   ￦1,553   ￦1,223   ￦1,553   ￦1,223   ￦1,309 

Potential problem loans(1)

   1,158    937    1,513    937    1,513    1,345 

Non-performing loans

   2,080    1,853    1,329    1,853    1,329    1,157 

 

(1)

Potential problem loans are those classified as precautionary that we determine, through our internal loan review process, as requiring close management due to the borrower’s financial condition, our forecast for the industry in which it operates or as a result of other developments relating to its business.

Loan Aging Schedule

The following table shows our loan aging schedule (excluding accrued interest) as of the dates indicated. In line with industry practice, we have restructured a portion of our delinquent credit card balances as loans.

 

  As of December 31, 2018 
  Normal  Past due by
1 month or less		  Past due by
1-3 months		  Past due by
3-6 months		  Past due by
more than
6 months		  Total 
  (in billions of Won, except percentages) 
  Amount  %  Amount
past due		  
%		  Amount
past due		  %  Amount
past due		  %  Amount
past due		  %  Amount  % 

Domestic

            

Corporate(1)

            

Commercial and industrial

 ￦95,811   36.6%  ￦169   0.1%  ￦117   0.0%  ￦84   0.0%  ￦102   0.0%  ￦96,283   36.7% 

Lease financing

  55   0.0   —   0.0   —   0.0   —   0.0   —   0.0   55   0.0 

Trade financing

  9,633   3.7   3   0.0   3   0.0   6   0.0   4   0.0   9,649   3.7 

Other commercial

  16,133   6.2   6   0.0   3   0.0   3   0.0   32   0.0   16,177   6.2 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total corporate

  121,632   46.5   178   0.1   123   0.0   93   0.0   138   0.0   122,164   46.6 

Consumer

            

General purpose household

  36,652   14.0   170   0.1   55   0.0   37   0.0   48   0.0   36,962   14.1 

Mortgages

  50,862   19.5   281   0.1   59   0.0   39   0.0   39   0.0   51,280   19.6 

Home equity

  26,112   10.0   117   0.0   36   0.0   24   0.0   35   0.0   26,324   10.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total consumer

  113,626   43.5   568   0.2   150   0.0   100   0.0   122   0.0   114,566   43.7 

Credit cards

  7,818   3.1   123   0.0   58   0.0   52   0.0   —   0.0   8,051   3.1 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total domestic

  243,076   93.1   869   0.3   331   0.0   245   0.0   260   0.0   244,781   93.4 

Foreign

            

Corporate(2)

            

Commercial and industrial

  11,778   4.5   8   0.0   13   0.0   3   0.0   35   0.0   11,837   4.5 

Trade financing

  2,185   0.8   —   0.0   —   0.0   —   0.0   1   0.0   2,186   0.8 

Other commercial

  700   0.3   —   0.0   —   0.0   —   0.0   —   0.0   700   0.3 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total corporate

  14,663   5.6   8   0.0   13   0.0   3   0.0   36   0.0   14,723   5.6 

Consumer

  2,502   1.0   3   0.0   4   0.0   4   0.0   17   0.0   2,530   1.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total foreign

  17,165   6.6   11   0.0   17   0.0   7   0.0   53   0.0   17,253   6.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans(3)

 ￦260,241   99.7%  ￦880   0.3%  ￦348   0.0%  ￦252   0.0%  ￦313   0.0%  ￦262,034   100.0% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)

Including loans made to banks and the Korean government and government-owned agencies.

(2)

Including loans made to banks.

(3)

Not including due from banks and other financial assets, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

 As of December 31, 2017  As of December 31, 2019 
 Normal Past due by
1 month or less		 Past due by
1-3 months		 Past due by
3-6 months		 Past due by
more than
6 months		 Total  Normal Past due by
1 month or less		 Past due by
1-3 months		 Past due by
3-6 months		 Past due by
more than
6 months		 Total 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 
 Amount % Amount
past due		 
%		 Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount %  Amount % Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount % 

Domestic

                        

Corporate(1)

                        

Commercial and industrial

 ￦92,767  36.7%  ￦172  0.1%  ￦81  0.0%  ￦98  0.0%  ￦202  0.1%  ￦93,320  36.9%  ￦100,415  37.1%  ￦117  0.0%  ￦111  0.0%  ￦93  0.0%  ￦93  0.0%  ￦100,829  37.1% 

Lease financing

 25  0.0   —  0.0   —  0.0   —  0.0   —  0.0  25  0.0  77  0.0   —  0.0   —  0.0   —  0.0   —  0.0  77  0.0 

Trade financing

 9,264  3.7  8  0.0  4  0.0  3  0.0  11  0.0  9,290  3.7  6,758  2.5  1  0.0  2  0.0  3  0.0  2  0.0  6,766  2.5 

Other commercial

 21,238  8.4  5  0.0  5  0.0  1  0.0  34  0.0  21,283  8.4  13,705  5.1  6  0.0  3  0.0  5  0.0  29  0.0  13,748  5.1 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 123,294  48.8  185  0.0  90  0.0  102  0.0  247  0.1  123,918  49.0  120,955  44.7  124  0.0  116  0.0  101  0.0  124  0.0  121,420  44.7 

Consumer

                        

General purpose household

 34,084  13.5  165  0.1  41  0.0  30  0.0  54  0.0  34,374  13.6  37,368  13.8  120  0.0  45  0.0  33  0.0  39  0.0  37,605  13.8 

Mortgages

 47,104  18.7  277  0.1  46  0.0  23  0.0  26  0.0  47,476  18.8  54,145  19.9  202  0.1  67  0.0  41  0.0  56  0.0  54,511  20.1 

Home equity

 25,308  10.1  116  0.0  27  0.0  21  0.0  41  0.0  25,513  10.1  28,450  10.5  87  0.0  32  0.0  23  0.0  30  0.0  28,622  10.5 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total consumer

 106,496  42.3  558  0.2  114  0.0  74  0.0  121  0.0  107,363  42.5  119,963  44.2  409  0.1  144  0.0  97  0.0  125  0.0  120,738  44.3 

Credit cards

 6,617  2.7  122  0.0  49  0.0  39  0.0   —  0.0  6,827  2.7  8,189  3.1  100  0.0  55  0.0  55  0.0   —  0.0  8,399  3.1 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total domestic

 236,407  93.8  865  0.3  253  0.0  215  0.0  368  0.1  238,108  94.2  249,107  92.0  633  0.1  315  0.0  253  0.0  249  0.0  250,557  92.1 

Foreign

                        

Corporate(2)

                        

Commercial and industrial

 9,579  3.8  1  0.0  1  0.0  8  0.0  43  0.0  9,632  3.8  15,474  5.7  19  0.0  7  0.0  15  0.0  29  0.0  15,544  5.7 

Trade financing

 2,649  1.0  4  0.0  0  0.0  0  0.0  2  0.0  2,655  1.0  1,781  0.7   —  0.0   —  0.0   —  0.0  1  0.0  1,782  0.7 

Other commercial

 471  0.2  0  0.0  0  0.0  0  0.0  0  0.0  471  0.2  828  0.3   —  0.0  17  0.0   —  0.0   —  0.0  845  0.3 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 12,699  5.0  5  0.0  1  0.0  8  0.0  45  0.0  12,758  5.0  18,083  6.7  19  0.0  24  0.0  15  0.0  30  0.0  18,171  6.7 

Consumer

 1,864  0.8  2  0.0  3  0.0  1  0.0  57  0.0  1,927  0.8  3,217  1.2  14  0.0  8  0.0  7  0.0  19  0.0  3,265  1.2 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total foreign

 14,563  5.8  7  0.0  4  0.0  9  0.0  102  0.0  14,685  5.8  21,300  7.9  33  0.0  32  0.0  22  0.0  49  0.0  21,436  7.9 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total loans(3)

 ￦250,970  99.6%  ￦872  0.3%  ￦257  0.0%  ￦224  0.0%  ￦470  0.1%  ￦252,793  100.0%  ￦270,407  99.9%  ￦666  0.1%  ￦347  0.0%  ￦275  0.0%  ￦298  0.0%  ￦271,993  100.0% 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Including loans made to banks and the Korean government and government-owned agencies.

(2)

Including loans made to banks.

(3)

Not including due from banks and other receivables, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

 As of December 31, 2016  As of December 31, 2018 
 Normal Past due by
1 month or less		 Past due by
1-3 months		 Past due by
3-6 months		 Past due by
more than
6 months		 Total  Normal Past due by
1 month or less		 Past due by
1-3 months		 Past due by
3-6 months		 Past due by
more than
6 months		 Total 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 
 Amount % Amount
past due		 
%		 Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount %  Amount % Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount
past due		 % Amount % 

Domestic

                        

Corporate(1)

                        

Commercial and industrial

 ￦88,313  37.4%  ￦162  0.1%  ￦98  0.0%  ￦97  0.0%  ￦298  0.2%  ￦88,968  37.7%  ￦95,811  36.6%  ￦169  0.1%  ￦117  0.0%  ￦84  0.0%  ￦102  0.0%  ￦96,283  36.7% 

Lease financing

 7  0.0   —  0.0   —  0.0   —  0.0   —  0.0  7  0.0  55  0.0   —  0.0   —  0.0   —  0.0   —  0.0  55  0.0 

Trade financing

 10,671  4.5  4  0.0  4  0.0  10  0.0  10  0.0  10,699  4.5  9,633  3.7  3  0.0  3  0.0  6  0.0  4  0.0  9,649  3.7 

Other commercial

 12,843  5.4  6  0.0  2  0.0  17  0.0  55  0.0  12,923  5.4  16,133  6.2  6  0.0  3  0.0  3  0.0  32  0.0  16,177  6.2 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 111,834  47.3  172  0.1  104  0.0  124  0.0  363  0.2  112,597  47.6  121,632  46.5  178  0.1  123  0.0  93  0.0  138  0.0  122,164  46.6 

Consumer

                        

General purpose household

 30,412  12.9  141  0.1  30  0.0  21  0.0  80  0.0  30,684  13.0  36,652  14.0  170  0.1  55  0.0  37  0.0  48  0.0  36,962  14.1 

Mortgages

 47,328  20.1  225  0.1  38  0.0  18  0.0  21  0.0  47,630  20.2  50,862  19.5  281  0.1  59  0.0  39  0.0  39  0.0  51,280  19.6 

Home equity

 24,269  10.3  112  0.0  24  0.0  17  0.0  64  0.0  24,486  10.3  26,112  10.0  117  0.0  36  0.0  24  0.0  35  0.0  26,324  10.0 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total consumer

 102,009  43.3  478  0.2  92  0.0  56  0.0  165  0.0  102,800  43.5  113,626  43.5  568  0.2  150  0.0  100  0.0  122  0.0  114,566  43.7 

Credit cards

 6,502  2.7  92  0.0  51  0.0  29  0.0   —  0.0  6,674  2.7  7,818  3.1  123  0.0  58  0.0  52  0.0   —  0.0  8,051  3.1 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total domestic

 220,345  93.3  742  0.3  247  0.0  209  0.0  528  0.2  222,071  93.8  243,076  93.1  869  0.3  331  0.0  245  0.0  260  0.0  244,781  93.4 

Foreign

                        

Corporate(2)

                        

Commercial and industrial

 10,449  4.5  1  0.0  2  0.0  36  0.0  52  0.0  10,540  4.5  11,778  4.5  8  0.0  13  0.0  3  0.0  35  0.0  11,837  4.5 

Trade financing

 2,155  0.9   —  0.0   —  0.0   —  0.0  1  0.0  2,156  0.9  2,185  0.8   —  0.0   —  0.0   —  0.0  1  0.0  2,186  0.8 

Other commercial

 350  0.1   —  0.0   —  0.0   —  0.0   —  0.0  350  0.1  700  0.3   —  0.0   —  0.0   —  0.0   —  0.0  700  0.3 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 12,954  5.5  1  0.0  2  0.0  36  0.0  53  0.0  13,046  5.5  14,663  5.6  8  0.0  13  0.0  3  0.0  36  0.0  14,723  5.6 

Consumer

 1,664  0.7  2  0.0  6  0.0  2  0.0  10  0.0  1,684  0.7  2,502  1.0  3  0.0  4  0.0  4  0.0  17  0.0  2,530  1.0 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total foreign

 14,618  6.2  3  0.0  8  0.0  38  0.0  63  0.0  14,730  6.2  17,165  6.6  11  0.0  17  0.0  7  0.0  53  0.0  17,253  6.6 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total loans(3)

 ￦234,963  99.5%  ￦745  0.3%  ￦255  0.0%  ￦247  0.0%  ￦591  0.2%  ￦236,801  100.0%  ￦260,241  99.7%  ￦880  0.3%  ￦348  0.0%  ￦252  0.0%  ￦313  0.0%  ￦262,034  100.0% 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

(1)

Including loans made to banks and the Korean government and government-owned agencies.

(2)

Including loans made to banks.

(3)

Not including due from banks and other receivables, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

  As of December 31, 2017 
  Normal  Past due by
1 month or less		  Past due by
1-3 months		  Past due by
3-6 months		  Past due by
more than
6 months		  Total 
  (in billions of Won, except percentages) 
  Amount  %  Amount
past due		  %  Amount
past due		  %  Amount
past due		  %  Amount
past due		  %  Amount  % 

Domestic

            

Corporate(1)

            

Commercial and industrial

 ￦92,767   36.7%  ￦172   0.1%  ￦81   0.0%  ￦98   0.0%  ￦202   0.1%  ￦93,320   36.9% 

Lease financing

  25   0.0   —   0.0   —   0.0   —   0.0   —   0.0   25   0.0 

Trade financing

  9,264   3.7   8   0.0   4   0.0   3   0.0   11   0.0   9,290   3.7 

Other commercial

  21,238   8.4   5   0.0   5   0.0   1   0.0   34   0.0   21,283   8.4 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total corporate

  123,294   48.8   185   0.0   90   0.0   102   0.0   247   0.1   123,918   49.0 

Consumer

            

General purpose household

  34,084   13.5   165   0.1   41   0.0   30   0.0   54   0.0   34,374   13.6 

Mortgages

  47,104   18.7   277   0.1   46   0.0   23   0.0   26   0.0   47,476   18.8 

Home equity

  25,308   10.1   116   0.0   27   0.0   21   0.0   41   0.0   25,513   10.1 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total consumer

  106,496   42.3   558   0.2   114   0.0   74   0.0   121   0.0   107,363   42.5 

Credit cards

  6,617   2.7   122   0.0   49   0.0   39   0.0   —   0.0   6,827   2.7 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total domestic

  236,407   93.8   865   0.3   253   0.0   215   0.0   368   0.1   238,108   94.2 

Foreign

            

Corporate(2)

            

Commercial and industrial

  9,579   3.8   1   0.0   1   0.0   8   0.0   43   0.0   9,632   3.8 

Trade financing

  2,649   1.0   4   0.0   0   0.0   0   0.0   2   0.0   2,655   1.0 

Other commercial

  471   0.2   0   0.0   0   0.0   0   0.0   0   0.0   471   0.2 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total corporate

  12,699   5.0   5   0.0   1   0.0   8   0.0   45   0.0   12,758   5.0 

Consumer

  1,864   0.8   2   0.0   3   0.0   1   0.0   57   0.0   1,927   0.8 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total foreign

  14,563   5.8   7   0.0   4   0.0   9   0.0   102   0.0   14,685   5.8 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans(3)

 ￦250,970   99.6%  ￦872   0.3%  ￦257   0.0%  ￦224   0.0%  ￦470   0.1%  ￦252,793   100.0% 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)

Including loans made to banks and the Korean government and government-owned agencies.

(2)

Including loans made to banks.

(3)

Not including due from banks and other receivables, and prior to deducting allowance for credit losses and present value discount or reflecting deferred origination costs.

Credit Exposures to Companies in Workout, Restructuring or Rehabilitation

Workout is a voluntary procedure through which we, together with the borrower and other creditors, seek to restore the borrower’s financial stability and viability. Previously, workouts were regulated under a series of Corporate Restructuring Promotion Acts, which last expired on June 30, 2018. In September 2018, the National Assembly of Korea adopted a new Corporate Restructuring Promotion Act, which became effective on October 16, 2018 and is scheduled to expire on October 15, 2023. Under the new Corporate Restructuring Promotion Act, creditors of a financially troubled borrower may participate in a creditors’ committee, which is authorized to prohibit such creditors from exercising their rights against the borrower, commence workout procedures and approve or make revisions to a reorganization plan prepared by the lead creditor bank, the borrower and external experts. The composition of the creditors’ committee is determined at the initial meeting of the committee by the approval of creditors holding not less than 75% of the borrower’s total outstanding debt held by creditors who were notified of the initial meeting of the committee. Although creditors that are not financial institutions or hold less than 1% of the total outstanding debt of the borrower need not be notified of the initial meeting of the creditors’ committee, if such creditors wish to participate, they may not be excluded. Any decision of the creditors’ committee requires the approval of creditors holding not less than 75% of the total outstanding debt of the borrower. However, if a single creditor holds 75% or more of the borrower’s total outstanding debt held by the creditors comprising the creditors’ committee, any decision of the creditors’ committee requires the approval of not less than 40% of the total number of creditors (including such single creditor) comprising the committee. An additional approval of creditors holding not less than 75% of the secured debt is required with respect to the borrower’s debt restructuring. Once approved, any decision made by the creditors’ committee is binding on all creditors of the borrower, with the exception of those creditors that were excluded by a resolution of the committee at its initial meeting and those who exercised their right to request that

their claims be purchased. Creditors that voted against commencement of workout, approval or revision of the reorganization plan, debt restructuring, granting of new credit, extension of the joint management process or other resolutions of the committee have the right to request the creditors that voted in favor of such matters to purchase their claims at a mutually agreed price. In the event that the parties are not able to agree on the terms of purchase, a coordination committee consisting of experts would determine the terms. The creditors that oppose a decision made by the coordination committee may request a court to change such decision.

Korean law also provides for corporate rehabilitation proceedings, which are court-supervised procedures to rehabilitate an insolvent company. Under these procedures, a restructuring plan is adopted at a meeting of interested parties, including creditors of the company. That restructuring plan is subject to court approval.

A portion of our loans to and debt securities of corporate customers are currently in workout, restructuring or rehabilitation. As of December 31, 2018, ￦4062019, ￦185 billion, or 0.2%0.06%, of our total loans and debt securities were in workout, restructuring or rehabilitation. Thisrehabilitation.This included ￦182￦97 billion of loans to and debt securities of large corporate borrowers in workout, restructuring or rehabilitation and ￦215￦87 billion of loans to and debt securities of small- andmedium-sized enterprises in workout, restructuring or rehabilitation, which represented 0.1%0.03% and 0.1%0.03% of our total loans and debt securities, respectively. Atrespectively.At Woori Bank, the Corporate Restoration Department manages its workout, restructured and rehabilitated loans. Upon approval of a workout, restructuring or rehabilitation plan, a credit exposure is initially classified as precautionary or lower and thereafter cannot be classified higher than precautionary with limited exceptions. If a corporate borrower is in workout, restructuring or rehabilitation, we take the status of the borrower into account in assessing our loans to and collateral from that borrower for purposes of establishing our allowance for credit losses.

The following table shows, as of December 31, 2018,2019, our 10 largest exposures that were in workout, restructuring or rehabilitation:

 

 Loans      Guarantees
and
Acceptances		       Amounts
Classified as
Substandard
or Below(2)		 Allowance
for Credit
Loss		  Loans      Guarantees
and
Acceptances		       Amounts
Classified as
Substandard
or Below(2)		 Allowance
for Credit
Loss		 

Company

 Won
Currency		 Foreign
Currency		 Equity
Securities		 Debt
Securities		 Total
Exposures		 Collateral(1)  Won
Currency		 Foreign
Currency		 Equity
Securities		 Debt
Securities		 Total
Exposures		 Collateral(1) 
 (in billions of Won)  (in billions of Won) 

Orient Shipyard

 ￦—  ￦—  ￦—  ￦—  ￦79  ￦79  ￦—  ￦79  ￦4  ￦—  ￦—  ￦—  ￦—  ￦82  ￦82  ￦—  ￦82  ￦6 

Posco Plantec

 68   —   —   —   —  68  20  68  56  53   —   —   —   —  53  19  53  43 

DB Metal

  —  28   —   —  3  31   —  31  25   —  27   —   —  2  29   —  2  23 

Dongmoon Construction

 28   —   —   —   —  28   —  28  9 

Chuncheon Golf Academy

 20   —   —   —   —  20  18  20  2 

STX Heavy Industries

  —   —   —   —  17  17  16  1  1 

Dongbu Steel

  —  14  2   —   —  16   —   —  1 

Samhongsa

 16   —   —   —   —  16  9  15  9 

Dgen

 15   —   —   —   —  15  8   —   — 

J.Y Heavy Industries

 12   —   —   —   —  12  12  12   —  12   —   —   —   —  12  12  12  4 

Kodaco

 10   —   —   —   —  10   —  10  10 

UPC

 9   —   —   —   —  9  9  6  2 

Crea Gunsan

 6   —   —   —   —  6  5  4  2 

Skono Korea

 6   —   —   —   —  6  3  5  2 

Kappa Korea

 5   —   —   —   —  5   —  5  5 

Lar Tehk Korea

 4   —   —   —   —  4  3  4  1 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦159  ￦42  ￦2  ￦—  ￦99  ￦302  ￦83  ￦254  ￦107  ￦105  ￦27  ￦—  ￦—  ￦84  ￦216  ￦51  ￦183  ￦98 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

The value of collateral is appraised based on future cash flow and observable market price.

(2)

Classification is based on the Financial Services Commission’s asset classification criteria.

Potential Problem Loans

As of December 31, 2018,2019, we had ￦1,513￦1,345 billion of corporate loans in respect of which we had serious doubt as to the borrower’s ability to comply with repayment terms in the near future. Potentialfuture.Potential problem loans are those classified as precautionary that we determine, through our internal loan review process, as requiring close management due to the borrower’s financial condition, our forecast for the industry in which it operates or as a result of other developments relating to its business. The following table shows changes in our potential problem loans for each of the years indicated:

 

  Year ended December 31,   Year ended December 31, 
          2017                 2018                   2018                 2019         
  (in billions of Won)   (in billions of Won) 

Balance at the beginning of the year

  ￦1,158  ￦937   ￦937  ￦1,513 

Increase in the balance of potential problem loans to borrowers who became newly classified as borrowers with potential problem loans during the year

   404  1,180    1,180  398 

Decrease in the balance of potential problem loans to borrowers to whom we had potential problem loans outstanding at the end of the preceding year and have potential problem loans outstanding at the end of the year

   (41)  (203)    (203)  (109) 

Decrease in the balance of potential problem loans to borrowers to whom we had potential problem loans outstanding at the end of the preceding year but no longer have any loans outstanding at the end of the year

   (515)  (352)    (352)  (294) 

Decrease in the balance of potential problem loans to borrowers to whom we had potential problem loans outstanding at the end of the preceding year but have loans outstanding classified as normal at the end of the year

   (74)  (59)    (59)  (207) 

Net other increase in the balance of potential problem loans to existing borrowers to whom we had potential problems loans outstanding at the end of the year

   5  10    10  ��44 
  

 

  

 

   

 

  

 

 

Balance at the end of the year

  ￦937  ￦1,513   ￦1,513  ￦1,345 
  

 

  

 

   

 

  

 

 

Non-Performing Loans

Non-performing loans include commercial and consumer loans which are past due by 90 days or more. In addition,non-performing loans include those loans that, even if they are not past due, are classified as “substandard,” “doubtful” or “estimated loss” based on the Financial Services Commission’s asset classification criteria. Moreover, when a consumer loan borrower has any loans that are classified as “substandard,” “doubtful” or “estimated loss” under such criteria, all loans to such borrower are classified asnon-performing loans. See “—Loan Classifications” above. The following table shows, as of the dates indicated, certain details of our totalnon-performing loan portfolio:

 

  As of December 31,   As of December 31, 
  2014 2015 2016 2017 2018   2015 2016 2017 2018 2019 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Totalnon-performing loans

  ￦3,818(1)  ￦2,909(2)  ￦2,080(3)  ￦1,853(4)  ￦1,329(5)   ￦2,909(1)  ￦2,080(2)  ￦1,853(3)  ￦1,329(4)  ￦1,157(5) 

As a percentage of total loans

   1.84%  1.28%  0.88%  0.73%  0.51%    1.28%  0.88%  0.73%  0.51%  0.43% 

 

(1)

Excludes ￦65￦73 billion of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary.

(2)

Excludes ￦73￦102 billion of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary.

(3)

Excludes ￦102￦122 billion of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary.

(4)

Excludes ￦122￦137 billion of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary.

(5)

Excludes ￦137￦154 billion of previously delinquent credit card balances restructured into loans that were classified as normal or precautionary.

The above amounts do not include loans classified as substandard or below that we sold to United Asset Management Corp., or UAMCO, or to certain structured companies. See “—Sales ofNon-Performing Loans.”

We have also issued securities backed bynon-performing loans and other assets. Some of these transactions involved transfers of loans through securitizations where control of the loans has not been surrendered and, therefore, are not treated as sale transactions. Instead, the assets remain on our balance sheet with the securitization proceeds treated as part of borrowings. These assets are included in the table above.

The following table sets forth, as of the dates indicated, our totalnon-performing loans by type of loan:

 

 As of December 31,  As of December 31, 
 2014 2015 2016 2017 2018  2015 2016 2017 2018 2019 
 Amount % Amount % Amount % Amount % Amount %  Amount % Amount % Amount % Amount % Amount % 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 

Domestic

      

Corporate

      

Commercial and industrial

 ￦2,751  72.1%  ￦2,098  72.1%  ￦1,222  58.8%  ￦1,051  56.6%  ￦741  55.8%  ￦2,098  72.1%  ￦1,222  58.8%  ￦1,051  56.6%  ￦741  55.8%  ￦528  45.6% 

Lease financing

  —   —   —   —   —   —   —  0.0   —  0.0   —   —   —   —   —  0.0   —  0.0   —  0.0 

Trade financing

 160  4.2  199  6.9  259  12.4  288  15.6  65  4.9  199  6.9  259  12.4  288  15.6  65  4.9  63  5.4 

Other commercial

 300  7.9  142  4.9  151  7.3  98  5.3  99  7.4  142  4.9  151  7.3  98  5.3  99  7.4  103  8.9 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 3,211  84.2  2,439  83.9  1,632  78.5  1,437  77.5  905  68.1  2,439  83.9  1,632  78.5  1,437  77.5  905  68.1  694  59.9 

Consumer

                    

General purpose household(1)

 426  11.1  283  9.7  227  10.9  187  10.1  190  14.3  283  9.7  227  10.9  187  10.1  190  14.3  166  14.4 

Mortgage

 45  1.2  46  1.6  60  2.9  73  3.9  94  7.1  46  1.6  60  2.9  73  3.9  94  7.1  117  10.1 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total consumer

 471  12.3  329  11.3  287  13.8  260  14.0  284  21.4  329  11.3  287  13.8  260  14.0  284  21.4  283  24.5 

Credit cards

 65  1.7  68  2.3  51  2.4  57  3.1  70  5.3  68  2.3  51  2.4  57  3.1  70  5.3  74  6.4 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total domestic

 3,747  98.2  2,836  97.5  1,970  94.7  1,754  94.6  1,259  94.8  2,836  97.5  1,970  94.7  1,754  94.6  1,259  94.8  1,051  90.8 

Foreign

                    

Corporate

                    

Commercial and industrial

 51  1.3  41  1.4  91  4.4  74  4.0  43  3.2  41  1.4  91  4.4  74  4.0  43  3.2  59  5.1 

Lease financing

  —   —   —   —   —  0.0   —  0.0   —  0.0   —   —   —  0.0   —  0.0   —  0.0   —  0.0 

Trade financing

 3  0.1  2  0.1  1  0.0  2  0.1  1  0.1  2  0.1  1  0.0  2  0.1  1  0.1   —  0.0 

Other commercial

  —   —  14  0.5   —  0.0  7  0.4   —  0.0  14  0.5   —  0.0  7  0.4   —  0.0  17  1.5 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 54  1.4  57  2.0  92  4.4  83  4.5  45  3.3  57  2.0  92  4.4  83  4.5  45  3.3  76  6.6 

Consumer

 17  0.4  16  0.5  18  0.9  16  0.9  25  1.9  16  0.5  18  0.9  16  0.9  25  1.9  30  2.6 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total foreign

 71  1.8  73  2.5  110  5.3  99  5.4  70  5.2  73  2.5  110  5.3  99  5.4  70  5.2  106  9.2 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Totalnon- performing loans

 ￦3,818  100.0%  ￦2,909  100.0%  ￦2,080  100.0%  ￦1,853  100.0%  ￦1,329  100.0%  ￦2,909  100.0%  ￦2,080  100.0%  ￦1,853  100.0%  ￦1,329  100.0%  ￦1,157  100.0% 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Includes home equity loans.

The following table presents an analysis of the changes in ournon-performing loans for each of the years indicated:

 

  Year ended December 31,   Year ended December 31, 
          2017                 2018                   2018                 2019         
  (in billions of Won)   (in billions of Won) 

Balance at the beginning of the year

  ￦2,080  ￦1,853   ￦1,853  ￦1,329 

Additions tonon-performing loans

      

Loans transferred intonon-performing loans

   1,443  1,437    1,437  1,393 

Reductions innon-performing loans

      

Loans sold

   (319)  (246)    (246)  (289) 

Loans modified and returned to performing loans

   (189)  (682)    (682)  (299) 

Loans paid down or paid off

   (350)  (284)    (284)  (296) 

Loanscharged-off

   (812)  (749)    (749)  (681) 

Other

   —   —    —   — 
  

 

  

 

   

 

  

 

 

Total net reductions tonon-performing loans

   (227)  (524)    (524)  (172) 
  

 

  

 

   

 

  

 

 

Balance at the end of the year

  ￦1,853  ￦1,329   ￦1,329  ￦1,157 
  

 

  

 

   

 

  

 

 

Top 20Non-Performing Loans.  As of December 31, 2018,2019, our 20 largestnon-performing loans accounted for 42.7%32.2% of our totalnon-performing loan portfolio. Theportfolio.The following table shows, as of that date, certain information regarding those loans:

 

  Gross
principal
outstanding		   Allowance
for credit
losses		   Collateral(1)   

Industry

  Gross
principal
outstanding		   Allowance
for credit
losses		   Collateral(1)   

Industry

  (in billions of Won)      (in billions of Won)    

Borrower A

  ￦145   ￦140   ￦—   Manufacturing  ￦53   ￦43   ￦19   Manufacturing

Borrower B

   68    56    20   Manufacturing   34    —    30   Manufacturing

Borrower C

   55    20    40   Other   32    29    —   Shipping

Borrower D

   32    17    —   Shipping   31    18    —   Manufacturing

Borrower E

   29    15    23   Shipbuilding   27    22    —   Manufacturing

Borrower F

   29    24    —   Manufacturing   21    3    —   Construction

Borrower G

   28    9    —   Construction   19    6    —   Shipbuilding

Borrower H

   20    2    18   Real estate   17    17    —   Manufacturing

Borrower I

   18    4    —   Shipbuilding   16    5    9   Manufacturing

Borrower J

   18    —    18   Other   16    16    —   Other

Borrower K

   16    16    —   Other   16    6    15   Manufacturing

Borrower L

   16    3    15   Manufacturing   13    7    —   Manufacturing

Borrower M

   15    9    9   Manufacturing   12    4    12   Manufacturing

Borrower N

   15    1    13   Manufacturing   11    —    —   Manufacturing

Borrower O

   13    13    —   Construction   10    10    —   Manufacturing

Borrower P

   12    —    12   Manufacturing   10    —    —   Manufacturing

Borrower Q

   9    1    12   Manufacturing   9    —    —   Other

Borrower R

   9    3    6   Manufacturing   8    5    1   Other

Borrower S

   9    —    —   Other   8    3    6   Manufacturing

Borrower T

   9    7    —   Construction   8    3    4   Manufacturing
  

 

   

 

   

 

     

 

   

 

   

 

   

Total

  ￦566   ￦340   ￦186     ￦371   ￦197   ￦96   
  

 

   

 

   

 

     

 

   

 

   

 

   

 

(1)

The value of collateral is appraised based on future cash flow and observable market price.

Non-Performing Loans and Impaired Loans

The term“non-performing loan” is used for our asset quality management in accordance with the Banking Industry Supervision Regulations of Korea, whereas the term “impaired loan” is used for financial reporting purposes based on our internal accounting policies in accordance with IFRS 9 (or IAS 39 for periods prior to 2018).

Major differences betweennon-performing loans and impaired loans are as follows:

 

Item

  

Non-performing loans

  

Impaired loans

Relevant regulation or accounting principle  

Banking Industry Supervision Regulations of Korea

(loans classified as “substandard,” “doubtful” or “estimated loss”)

  

Our internal policy based on

IFRS 9 (or IAS 39)

Scope  Loans  Loans (not including due from banks and other financial assets) under IFRS 9 (or loans and receivables (including due from banks and other receivables) under IAS 39)
Purchased impaired loans  Not included  Included
Loans classified as “precautionary” based on the Financial Services Commission’s asset classification criteria  Not included  Loans classified as “precautionary,” for which the borrower has a capital deficit or its auditor’s opinion on its financial statements is modified or qualified, are included

The following table shows, as of the dates indicated, the amounts of impaired loans andnon-performing loans:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in billions of Won)   (in billions of Won) 

Impaired loans

  ￦2,554   ￦2,237   ￦1,621   ￦2,237   ￦1,621   ￦1,386 

Precautionary loans meeting the definition of impaired loans(1)

   142    51    —    51    —    — 

Others

   2,412    2,186    1,621    2,186    1,621    1,386 

Non-performing loans

   2,080    1,853    1,329    1,853    1,329    1,157 

 

(1)

Includes loans that are individually significant where the borrower has a capital deficit or its external auditor has expressed a qualified opinion or disclaimed its opinion on the borrower’s financial statements.

Non-Performing Loan Strategy

One of our goals is to improve our asset quality, in part by reducing ournon-performing loans. We have standardized the credit risk management systems of our subsidiaries to reduce our risks relating to futurenon-performing loans. Our credit rating systems are designed to prevent our subsidiaries from extending new loans to high-risk borrowers as determined by their credit rating. Our credit monitoring systems are designed to bring any sudden increase in a borrower’s credit risk to the attention of our subsidiaries, which then closely monitor such loans. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management.”

Each of our subsidiaries has one or more units that are responsible for managingnon-performing loans. At Woori Bank, for example, the Credit Management and Collection Department and the Corporate Restoration Department generally oversee the process for resolvingnon-performing loans transferred to them by other Woori Bank business units. We believe that by centralizing the management of ournon-performing loans within each subsidiary, we can become more effective in dealing with the issues relating to these loans by pooling institutional knowledge and creating a more specialized workforce.

When a loan becomesnon-performing, we will begin a due diligence review of the borrower’s assets, send a notice demanding payment or stating that we will take legal action, and prepare for legal action. At the same time, we initiate ournon-performing loan management process, which begins with:

 

identifying loans subject to a proposed sale by assessing the estimated losses from such sale based on the estimated recovery value of collateral, if any, for suchnon-performing loans;

 

identifying loans subject tocharge-off based on the estimated recovery value of collateral, if any, for suchnon-performing loans and the estimated rate of recovery of unsecured loans; and

 

on a limited basis, identifying corporate loans subject to normalization efforts based on the cash-flow situation of the borrower.

Once we have confirmed the details of anon-performing loan, we make efforts to recover amounts owed to us. Methods for resolvingnon-performing loans include the following:

 

commencing collection proceedings;

 

commencing legal actions to seize collateral;

 

writing off these amounts, transferring them to specific subsidiaries in charge of collections and authorizing those subsidiaries to recover what they can with respect to these amounts or to sell these loans to third parties; and

 

with respect to large corporations, commencing or participating in voluntary workouts or restructurings mandated by Korean courts.

In addition to making efforts to collect on ournon-performing loans, we also undertake measures to reduce the overall level of ournon-performing loans. These measures include:

 

selling ournon-performing loans to structured companies established in connection with our joint ventures with several financial institutions; and

 

selling ournon-performing loans to third parties, including UAMCO.

See “—Sales ofNon-Performing Loans.” We generally expect to suffer a partial loss on loans that we sell or securitize, to the extent such sales and securitizations are recognized as such under IFRS.

Foreclosure and Collateral.  We generally foreclose on mortgages or exercise our security interests in respect of other collateral if a collateralized obligation becomes overdue for more than three months. At that time, we will petition a court to foreclose on collateral and to sell that collateral through a court-supervised auction. Under Korean law, that petition must be filed with a court that has jurisdiction over the mortgaged property, and must be filed together with a copy of the mortgage agreement and an extract of the court registry regarding the subject property. The court will then issue an order to commence the foreclosure auction, which will be registered in the court registry of the subject property. If no bidder bids at least the minimum amount set by the court on the first auction date, the court will set another date for a subsequent auction approximately one month later. Each time a new auction date is set, the minimum auction price will be lowered by approximately 20%. Unlike laws relating to foreclosure in the United States, Korean law does not provide fornon-judicial foreclosure. During 2016, 2017, 2018 and 2018,2019, we foreclosed onheld collateral we obtained with respect to loan balances overdue for more than three months representing approximately 0.2%0.1%, 0.1% and 0.1%, respectively, of our average interest-bearing loan balances in each of those periods.

Korean financial institutions, including us, maintain general policies to assess a potential customer’s eligibility for loans based on that entity’s credit quality, rather than requiring a particular level of collateral, especially in the case of large corporate borrowers. As a result, the ratio of our collateral tonon-performing corporate loans is relatively low when compared with our total exposures. For secured consumer loans, however, we generally impose limits on loan amounts based on the collateral we receive. See “—Consumer Banking—Lending Activities.”

We reflect this collateral level when we estimate the future cash flow for our loans, which we calculate using a discounted cash flow method. With respect to loans to borrowers that we do not believe will be going concerns in the future, the lower collateral ratio has a direct effect on cash flow estimates and results in a higher level of allowances. With respect to loans to borrowers that we expect to be going concerns, the lower collateral ratio has an effect on cash flow estimates but we also consider other factors, including future operating income and future asset disposals and restructuring, in determining allowance levels. Accordingly, for these latter borrowers, the effect of lower collateral levels on allowances is mitigated by other characteristics of the borrower, and that lower collateral level will not necessarily result in a higher level of allowances.

Sales ofNon-Performing Loans

The overall asset quality of our loan portfolio is affected by sales ofnon-performing loans. These sales have been made primarily to UAMCO and various structured companies as further described below.

The following table sets forth information regarding our sales of loans for the periods indicated:

 

  Year Ended December 31,   Year Ended December 31, 
  2016   2017   2018   2017   2018   2019 

Purchaser

  Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		   Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		   Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		   Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		   Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		   Net
Carrying
Amount(1)		   Sale
Price		   Gain
(Loss)		 
  (in billions of Won)   (in billions of Won) 

KAMCO

  ￦—   ￦—   ￦—   ￦—   ￦—   ￦—   ￦95   ￦101   ￦6 

Structured companies

  ￦213   ￦244   ￦31   ￦260  ��￦273   ￦13   ￦155   ￦197   ￦42   ￦260   ￦273   ￦13   ￦155   ￦197   ￦42   ￦55   ￦60   ￦4 

UAMCO

   66    78    12    —    —    —    —    —    —    —    —    —    —    —    —    40    47    7 

Others(2)

   218    259    41    —    —    —    —    19    19    —    —    —    —    19    19    —    15    15 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦497   ￦581   ￦84   ￦260   ￦273   ￦13   ￦155   ￦216   ￦61   ￦260   ￦273   ￦13   ￦155   ￦216   ￦61   ￦190   ￦223   ￦32 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Net carrying amount represents the net value ofnon-performing loans after deduction of allowance for credit losses on such basis.

(2)

Includes ￦5 million of sales to Korea Asset Management Corporation in 2018, which may be subject to repurchase by us.

United Asset Management Corp.   UAMCO was established in late 2009 in the wake of the global financial crisis by six major commercial banks in Korea, including Woori Bank, to purchase, sell and securitizenon-performing loans and to engage in corporate restructuring activities, among other things. Currently, Woori Bank and six other banks each hold a 14% equity interest in UAMCO, while one other bank holds a 2% equity interest. Woori Bank has committed to contribute approximately ￦142 billion of capital to UAMCO, of which approximately ￦87 billion has been contributed to date. Upon the fulfillment of such capital contribution commitments from Woori Bank and the seven other banks, UAMCO may request a loan from the seven banks holding a 14% equity interest in UAMCO, which includes Woori Bank, of up to a combined ￦2 trillion, upon which such seven banks must use their best efforts to fulfill such request pro rata to their ownership interests. Therefore, we have neither control nor significant influence over UAMCO.

Pursuant to a memorandum of understanding among the Financial Services Commission and seven banks, including Woori Bank, a private equity fund was established in June 2011 to acquire approximately ￦1.2 trillion ofnon-performing bank loans to construction companies in workout, restructuring or rehabilitation. The general partner of the fund is UAMCO and the limited partners consist of the seven banks and other investors. The fund purchasesnon-performing bank loans at market price and the funds required to purchase such loans are contributed or lent by the same banks that sell such loans to the fund. In June 2011, Woori Bank agreed to make a capital commitment of ￦148 billion and provide a ￦109 billion revolving loan facility to the fund. From June to December 2011, Woori Bank contributed the entire amount of its capital commitment to the fund in connection with its purchase of ￦443 billion ofnon-performing loans from Woori Bank. In 2012, Woori Bank made an additional capital contribution of ￦44 billion to the fund in connection with its purchase of ￦44 billion ofnon-performing loans from Woori Bank. We have determined that we have significant influence over the private equity fund.

Under the terms of our sale of loans to UAMCO and the private equity fund, we are not required to repurchase any such loans, provide post-sale price adjustments or otherwise continue to be involved with such loans subsequent to their sale in any material respect. In addition, UAMCO and the private equity fund have the practical ability to sellnon-performing loans in their entirety to unrelated third parties and are able to exercise such ability unilaterally without the need to impose additional restrictions, notwithstanding our ownership interest. Therefore, we believe we have not retained control over the transferred assets, andnon-performing loans sold to UAMCO in 2016, 2017, 2018 and 20182019 were derecognized in accordance with IAS 39 or IFRS 9, as applicable.

Structured companies.  We transfernon-performing loans to structured companies, of which we do not have control over the significant operations. Most of the structured companies are investment funds that specialize in acquiringnon-performing loans from Korean financial institutions, including us. In addition, we have not provided any financial guarantees or credit facilities nor invested in any such investment funds. As such, we believe that we have transferred substantially all of the risks and rewards of the relevantnon-performing loans to the structured companies and have derecognized allnon-performing loans that were transferred to structured companies in 2016, 2017, 2018 and 2018.2019.

Others.  In addition to sales of loans to UAMCO and various structured companies, we sellnon-performing loans to various private investment companies. Pursuant to the terms of such sales to private investment companies, we are not required to repurchase any such loans, provide post-sale price adjustments or otherwise continue to be involved with such loans subsequent to their sale in any material respect.

Allocation and Analysis of Allowances for Credit Losses

The following table presents, as of the dates indicated, the allocation of our allowances for credit losses by loan type:

 

 As of December 31,  As of December 31, 
 2014 2015 2016 2017 2018  2015 2016 2017 2018 2019 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 

Domestic

                    

Corporate

                    

Commercial and industrial

 ￦1,781  68.3%  ￦1,297  63.2%  ￦975  52.7%  ￦893  50.4%  ￦863  48.5%  ￦1,297  63.2%  ￦975  52.7%  ￦893  50.4%  ￦863  48.5%  ￦684  43.4% 

Lease financing

  —   —   —   —   —   —  1  0.1  1  0.1   —   —   —   —  1  0.1  1  0.1  2  0.1 

Trade financing

 151  5.8  217  10.6  277  14.9  297  16.8  171  9.6  217  10.6  277  14.9  297  16.8  171  9.6  135  8.6 

Other commercial

 157  6.0  135  6.6  183  9.8  143  8.0  130  7.3  135  6.6  183  9.8  143  8.0  130  7.3  107  6.8 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 2,089  80.1  1,649  80.4  1,435  77.4  1,334  75.3  1,165  65.5  1,649  80.4  1,435  77.4  1,334  75.3  1,165  65.5  928  58.9 

Consumer

                    

General purpose household(1)

 301  11.5  184  9.0  149  8.0  187  10.6  258  14.5  184  9.0  149  8.0  187  10.6  258  14.5  256  16.3 

Mortgage

 19  0.7  11  0.5  9  0.5  11  0.6  19  1.1  11  0.5  9  0.5  11  0.6  19  1.1  16  1.0 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total consumer

 320  12.2  195  9.5  158  8.5  198  11.2  277  15.6  195  9.5  158  8.5  198  11.2  277  15.6  272  17.3 

Credit cards

 129  4.9  146  7.1  155  8.4  182  10.3  260  14.6  146  7.1  155  8.4  182  10.3  260  14.6  274  17.4 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total domestic

 2,538  97.2  1,990  97.0  1,748  94.3  1,714  96.8  1,702  95.7  1,990  97.0  1,748  94.3  1,714  96.8  1,702  95.7  1,474  93.6 

Foreign

                    

Corporate

                    

Commercial and industrial

 56  2.2  44  2.2  92  5.0  39  2.2  53  3.0  44  2.2  92  5.0  39  2.2  53  3.0  58  3.7 

Trade financing

 4  0.2  4  0.2  1  0.1  3  0.2  3  0.2  4  0.2  1  0.1  3  0.2  3  0.2  2  0.1 

Other commercial

  —   —  3  0.1  1  0.1  7  0.4  5  0.3  3  0.1  1  0.1  7  0.4  5  0.3  22  1.4 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total corporate

 60  2.4  51  2.5  94  5.2  49  2.8  61  3.5  51  2.5  94  5.2  49  2.8  61  3.5  82  5.2 

Consumer

 11  0.4  10  0.5  9  0.5  7  0.4  15  0.8  10  0.5  9  0.5  7  0.4  15  0.8  19  1.2 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total foreign

 71  2.8  61  3.0  103  5.7  56  3.2  76  4.3  61  3.0  103  5.7  56  3.2  76  4.3  101  6.4 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total allowance for credit losses(2)

 ￦2,609  100.0%  ￦2,051  100.0%  ￦1,851  100.0%  ￦1,770  100.0%  ￦1,778  100.0%  ￦2,051  100.0%  ￦1,851  100.0%  ￦1,770  100.0%  ￦1,778  100.0%  ￦1,575  100.0% 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Includes home equity loans.

(2)

Not including due from banks and other financial assets (or other receivables).

The following table presents an analysis of the changes in our allowances for credit losses for each of the years indicated:

 

  Year ended December 31,   Year ended December 31, 
  2014 2015 2016 2017 2018(4)   2015 2016 2017 2018(4) 2019(4) 
  (in billions of Won)   (in billions of Won) 

Balance at the beginning of the year(1)

  ￦3,337  ￦2,609  ￦2,051  ￦1,851  ￦2,018   ￦2,609  ￦2,051  ￦1,851  ￦2,018  ￦1,778 

Bad debt expenses for the period

   1,076  1,029  822  896  375    1,029  822  896  375  380 

Increase on repurchases ofnon-performing loans

   —  —  —  —  —    —  —  —  —  — 

Gross charge-offs

            

Domestic

            

Corporate

            

Commercial and industrial

   (1,037)  (1,016)  (613)  (352)  (239)    (1,016)  (613)  (352)  (239)  (179) 

Lease financing

   —   —  —  —  —    —   —  —  —   — 

Trade financing

   (62)  (82)  (67)  (29)  (26)    (82)  (67)  (29)  (26)  (14) 

Other commercial

   (68)  (30)  (19)  (39)  (6)    (30)  (19)  (39)  (6)  (5) 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate

   (1,167)  (1,128)  (699)  (420)  (271)    (1,128)  (699)  (420)  (271)  (198) 

Consumer

            

General purpose household(2)

   (113)  (237)  (152)  (143)  (201)    (237)  (152)  (143)  (201)  (214) 

Mortgage

   (2)  (3)  (3)  (4)  (3)    (3)  (3)  (4)  (3)  (3) 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total consumer

   (115)  (240)  (155)  (147)  (204)    (240)  (155)  (147)  (204)  (217) 

Credit cards

   (163)  (198)  (242)  (228)  (243)    (198)  (242)  (228)  (243)  (281) 

Total domestic

   (1,445)  (1,566)  (1,096)  (795)  (718)    (1,566)  (1,096)  (795)  (718)  (696) 

Foreign

   (7)  (11)  (23)  (37)  (18)    (11)  (23)  (37)  (18)  (24) 

Allowances relating to loans sold

   (150)  (141)  (115)  (66)  (52)    (141)  (115)  (66)  (52)  (45) 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total gross charge-offs

   (1,602)  (1,718)  (1,234)  (898)  (788)    (1,718)  (1,234)  (898)  (788)  (765) 

Recoveries:

            

Domestic

            

Corporate

            

Commercial and industrial

   53  158  153  65  98    158  153  65  98  54 

Lease financing

   —   —   —   —   —    —   —  —  —   — 

Trade financing

   6  19  18  6  11    19  18  6  11  3 

Other commercial

   6  20  21  14  17    20  21  14  17  6 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total corporate

   65  197  192  85  126    197  192  85  126  63 

Consumer

            

General purpose household(2)

   6  16  29  25  29    16  29  25  29  35 

Mortgage

   3  13  25  20  23    13  25  20  23  27 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total consumer

   9  29  54  45  52    29  54  45  52  62 

Credit cards

   28  34  44  51  57    34  44  51  57  60 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total domestic

   102  260  290  181  235    260  290  181  235  185 

Foreign

   1  1   —  1  2    1   —  1  2  3 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Total recoveries

   103  261  290  182  237    261  290  182  237  188 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Net charge-offs

   (1,499)  (1,457)  (944)  (716)  (551)    (1,457)  (944)  (716)  (551)  (577) 

Foreign exchange translation effects

   1   —  1  (3)  —    —  1  (3)  —  2 

Others(3)

   (306)  (130)  (79)  (258)  (64)    (130)  (79)  (258)  (64)  (13) 

Business combination

   —   —   —   —  5 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Balance at the end of the year

   ￦2,609  ￦2,051  ￦1,851  ￦1,770  ￦1,778    ￦2,051  ￦1,851  ￦1,770  ￦1,778  ￦1,575 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ratio of net charge-offs during the period to average loans outstanding during the period

   0.8%  0.7%  0.4%  0.3%  0.2%    0.7%  0.4%  0.3%  0.2%  0.2% 

 

(1)

The application of IFRS 9 resulted in aone-off increase of ￦248 billion in the opening balance of allowances for loan losses as of January 1, 2018. See NotesNote2-(1)-1)-3)-b) and10-(8) of the notes to our consolidated financial statements.

(2)

Includes home equity loans.

(3)

Includes unwinding of discount.

(4)

See Note10-(6) of the notes to our consolidated financial statements for changes in allowance for loan losses according to stages of credit risk deterioration of financial assets.

Loan Charge-Offs

The credit approval process we have implemented includes assessing credit risk before extending loans and monitoring outstanding loans, in order to minimize loans that must be charged off. To the extent charge-offs are required, we followcharge-off policies aimed at maximizing accounting transparency, minimizing any waste of resources in managing loans which have a low probability of being collected and reducing ournon-performing loan ratio.

Loans To Be Charged Off.  We charge off loans that are deemed to be uncollectible by virtue of their falling under any of the following categories:

 

loans for which collection is not foreseeable due to insolvency, bankruptcy, compulsory execution, disorganization, dissolution or the shutting down of the business of the debtor;

 

loans for which collection is not foreseeable due to the death or disappearance of the debtor;

 

loans for which expenses of collection exceed the collectable amount;

 

loans on which collection is not possible through legal or any other means;

 

payments in arrears in respect of credit cards (excluding credit card loans) that have been overdue for more than four payment cycles and have been classified as estimated loss (excluding instances where there has been partial payment of the overdue balance, where a related balance is not overdue or where a charge off is not possible due to Korean regulations), and those that have beenare overdue for more than six months;

 

payments outstanding on corporate and consumer loans (other than credit card receivables) that have beenare overdue for more than 12 months, and those on unsecured consumer loans that have been overdue for more than six months; or

 

the portion of loans classified as estimated loss, net of any recovery from collateral, which is deemed to be uncollectible.

Procedure forCharge-off Approval.   In order to charge off corporate loans, in the case of Woori Bank, an application for acharge-off must be submitted by a branch to the Credit Management and Collection Department promptly and, in any event, within one month after the corporate loan is classified as estimated loss. The department evaluates and approves the application. Then, Woori Bank must seek an approval from the Financial Supervisory Service for its charge-offs, which is typically granted. At the same time, Woori Bank refers the approval of thecharge-off by the Credit Management and Collection Department to its Audit Committee for review to ensure compliance with its internal procedures for charge-offs, which include consultations with the branch submitting thecharge-off application.Onceapplication. Once Woori Bank receives approval from the Financial Supervisory Service, Woori Bank must also obtain approval from its senior management to charge off those loans.

With respect to unsecured consumer loans and credit card balances, we follow a different process to determine which unsecured consumer loans and credit card balances should becharged-off, charged off, based on the length of time those loans or balances are past due. We charge off unsecured consumer loans which are 12 months overdue and credit card balances which have beenare six months overdue for more than four payment cycles and have been classified as estimated loss (excluding instances where there has been partial payment of the overdue balance, where a related balance is not overdue or where a charge off is not possible due to Korean regulations).loss.

Treatment of Loans Charged Off.  Once loans are charged off, we classify them ascharged-off loans. In the case of Woori Bank, these loans are then transferred to our wholly-owned subsidiary, Woori Credit Information, which is in charge of collections. It will attempt to recover amounts owed or to sell these loans to third parties.

In the case of collateralized loans, our general policy is to petition a court to foreclose and sell the collateral through a court-supervised auction if a collateralized loan becomes overdue for more than three months. If a debtor still fails to repay and the court grants its approval for foreclosure, we will sell the collateral and recover the principal amount and interest accrued up to the amount of the proceeds from such sale, net of expenses incurred fromfor the auction.sale.

Credit Rehabilitation Programs for Delinquent Consumer Borrowers

In light of the rapid increase in delinquencies in credit card and other consumer credit in recent years, and concerns regarding potential social issues posed by the growing number of individuals with bad credit, the Korean government has implemented a number of measures intended to support the rehabilitation of the credit of delinquent consumer borrowers. These measures may affect the amount and timing of our collections and recoveries on our delinquent consumer credits.

In 2002, the Financial Services Commission established the Credit Counseling and Recovery Service based upon an agreement among approximately 160 financial institutions in Korea. Upon application to the Credit Counseling and Recovery Service and approval by creditor financial institutions representing a majority of the outstanding unsecured debt andtwo-thirds of the outstanding secured debt, a qualified “credit delinquent person” with outstanding debts to two or more financial institutions in an aggregate amount not exceeding ￦500 million may participate in an individualwork-out program designed to restructure such person’s debt and rehabilitate such person’s credit. The aggregate amount of loans of Woori Bank which became subject to such individualwork-out programs in 20182019 was ￦70￦88.2 billion. In 2018,2019, Woori Bank recovered approximately ￦7￦8.9 billion with respect to its loans subject to such individualwork-out programs.

Under the Korean Debtor Recovery and Bankruptcy Law, a qualified individual debtor with outstanding debts in an aggregate amount not exceeding threshold amounts of ￦500 million of unsecured debt and/or ￦1 billion of secured debt may restructure his or her debts through a court-supervised debt restructuring that is binding on creditors. The aggregate amount of loans of Woori Bank which became subject to such court-supervised debt restructuring in 20182019 was ￦287￦330.6 billion. In 2018,2019, Woori Bank recovered ￦32￦48.6 billion with respect to its loans subject to such court-supervised debt restructuring.

In September 2008, to support consumer borrowers with low credit scores, the Financial Services Commission established the Credit Rehabilitation Fund to purchase from creditors the loans of such borrowers that are in default and to provide guarantees so that such loans may be refinanced at lower rates. The Credit Rehabilitation Fund provides support to (i) individuals with low credit scores who are in default on loans not exceeding ￦50 million in principal amount in the aggregate (which requirement will be waived for individuals who are “basic living welfare recipients”) for a period of three months or more and (ii) individuals with low credit scores ranging from category 6 to 10who are in default on loans not exceeding ￦30 million in principal amount in the aggregate (which requirement will be waived for individuals who are basic living welfare recipients) and the interest rate of which is 30% or more.

In March 2009, the Financial Services Commission requested Korean banks, including Woori Bank, to establish a“pre-workout program,” including a credit counseling and recovery service, for retail borrowers with outstanding short-term debt. Under the pre-workout program, maturity extensions and/or interest rate adjustments are provided to retail borrowers with total loans of less than ￦1.5 billion (consisting of no more than ￦500 million of unsecured loans and ￦1 billion of secured loans) who are in arrears on their payments for more than 30 days but less than 90 days.Thedays. The aggregate amount of consumer credit (including credit card receivables) Woori Bank provided which became subject to thepre-workout program in 20182019 was ￦37￦43.7 billion. See “Item 3.D. Risk Factors—Risks relating to our consumer credit portfolio—We may experience increases in delinquencies in our consumer loan and credit card portfolios.”

Securities Investment Portfolio

Investment Policy

We invest in and tradeWon-denominated securities and, to a lesser extent, foreign currency-denominated securities for our own account to:

 

maintain asset stability and diversification;

 

maintain adequate sources ofback-up liquidity to match funding requirements; and

 

supplement income from core lending activities.

In making securities investments, we take into account a number of factors, including external broker analyses and internal assessments of macroeconomic trends, industry analysis, credit evaluation, maturity and trading history in determining whether to make a particular investment.

Our investments in debt securities include primarily bonds issued by government-related entities, as well as corporate bonds that have been guaranteed by banks (other than merchant banks), government-related funds or privately capitalized funds that we consider to have a low credit risk.

Our securities investments are subject to various regulations, including limitations prescribed under the Financial Holding Company Act and the Bank Act. Under these regulations, a financial holding company may not own (i) more than 5% of the total issued and outstanding shares of another finance-related company, (ii) any shares of its affiliates, other than its direct or indirect subsidiaries, or (iii) any shares of anon-finance-related company. In addition, a bank must limit its investments in equity securities and bonds with a maturity in excess of three years (other than monetary stabilization bonds issued by the Bank of Korea and Korean government bonds) to 100% of the sum of its total Tier I and Tier II capital amount (less any capital deductions). A bank is also generally prohibited from acquiring more than 15% of the shares with voting rights issued by any other corporation, subject to certain exceptions. Pursuant to the Bank Act, a bank and its trust accounts are prohibited from acquiring the shares of a major shareholder (for the definition of “major shareholder,” see “—Supervision and Regulation—Principal Regulations Applicable to Banks—Financial Exposure to Any Individual Customer or Major Shareholder”) of that bank in excess of an amount equal to 1% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions). Further information on the regulatory environment governing our investment activities is set out in “—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Liquidity,” “—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Restrictions on Shareholdings in Other Companies,” “—Supervision and Regulation—Principal Regulations Applicable to Banks—Liquidity” and “—Supervision and Regulation—Principal Regulations Applicable to Banks—Restrictions on Shareholdings in Other Companies.”

Our investments in foreign currencies are subject to certain limits and restrictions specified in our internal guidelines relating to country exposure, a single issuer and type of security exposure, and total investments by individual business groups.

Book Value and Fair Value

The following table sets out the book value and fair value of securities in our portfolio as of the dates indicated:

 

 As of December 31,  As of December 31, 
 2016 2017 2018  2017 2018 2019 
 Book Value Fair Value Book Value Fair Value Book Value Fair Value  Book Value Fair Value Book Value Fair Value Book Value Fair Value 
 (in billions of Won)  (in billions of Won) 

Financial assets at fair value through profit or loss (IFRS 9/IAS 39)

            

Financial assets at fair value through profit or loss mandatorily measured at fair value/Financial assets held for trading

            

Equity securities

 ￦36  ￦36  ￦22  ￦22  ￦878  ￦878  ￦22  ￦22  ￦878  ￦878  ￦688  ￦688 

Beneficiary certificates

 24  24  13  13  985  985  13  13  985  985  1,366  1,366 

Others

 4  4   —   —   —   —   —   —   —   —   —   — 

Debt securities

            

Korean treasury and government agencies

 519  519  540  540  516  516  540  540  516  516  873  873 

Financial institutions

 1,445  1,445  1,477  1,477  534  534  1,477  1,477  534  534  600  600 

Corporate

 681  681  627  627  775  775  627  627  775  775  762  762 

Others

  —   —   —   —  617  617 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

 ￦2,709  ￦2,709  ￦2,679  ￦2,679  ￦3,688  ￦3,688  ￦2,679  ￦2,679  ￦3,688  ￦3,688  4,906  4,906 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial assets designated at fair value through profit or loss(1)

            

Debt securities

 ￦4  ￦4  ￦10  ￦10  ￦—  ￦—  ￦10  ￦10  ￦—  ￦—  ￦—  ￦— 

Equity securities

 13  13  13  13   —   —  13  13   —   —   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

 17  17  23  23   —   —  23  23   —   —   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦2,726  ￦2,726  ￦2,702  ￦2,702  ￦3,688  ￦3,688  ￦2,702  ￦2,702  ￦3,688  ￦3,688  ￦4,906  ￦4,906 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial assets at fair value through other comprehensiveincome/Available-for-sale financial assets

            

Equity securities

 ￦1,454  ￦1,454  ￦1,411  ￦1,411  ￦951  ￦951  ￦1,411  ￦1,411  ￦951  ￦951  ￦935  ￦935 

Beneficiary certificates

 2,822  2,822  713  713   —   —  713  713   —   —   —   — 

Others

 494  494  170  170  40  40  170  170  40  40  81  81 

Debt securities

            

Korean treasury and government agencies

 3,789  3,789  2,331  2,331  1,358  1,358  2,331  2,331  1,358  1,358  1,153  1,153 

Financial institutions

 6,314  6,314  5,217  5,217  11,253  11,253  5,217  5,217  11,253  11,253  17,770  17,770 

Corporate

 4,409  4,409  2,725  2,725  1,825  1,825  2,725  2,725  1,825  1,825  3,917  3,917 

Asset backed securities

 249  249  308  308   —   —  308  308   —   —   —   — 

Foreign currency bonds

 1,212  1,212  2,443  2,443  2,636  2,636  2,443  2,443  2,636  2,636  3,875  3,875 

Others

 75  75  35  35   —   —  35  35   —   —   —   — 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦20,818  ￦20,818  ￦15,353  ￦15,353  ￦18,063  ￦18,063  ￦15,353  ￦15,353  ￦18,063  ￦18,063  ￦27,731  ￦27,731 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Securities at amortizedcost/Held-to-maturity financial assets

            

Debt securities

            

Korean treasury and government agencies

 ￦3,754  ￦3,774  ￦3,995  ￦3,987  ￦7,523  ￦7,575  ￦3,995  ￦3,987  ￦7,523  ￦7,575  ￦8,044  ￦8,144 

Financial institutions

 5,169  5,173  7,245  7,233  9,475  9,494  7,245  7,233  9,475  9,494  6,695  6,737 

Corporate

 4,823  4,874  5,312  5,299  5,707  5,732  5,312  5,299  5,707  5,732  5,068  5,108 

Foreign currency bonds

 164  164  197  197  234  233  197  197  234  233  519  524 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦13,910  ￦13,985  ￦16,749  ￦16,716  ￦22,939  ￦23,034  ￦16,749  ￦16,716  ￦22,939  ￦23,034  ￦20,326  ￦20,513 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total securities

 ￦37,454  ￦37,529  ￦34,804  ￦34,771  ￦44,690  ￦44,785  ￦34,804  ￦34,771  ￦44,690  ￦44,785  ￦52,963  ￦53,150 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(1)

Effective as of January 1, 2018, financial assets designated at fair value through profit or loss have been reclassified as financial assets at fair value through profit or loss mandatorily measured at fair value, pursuant to the application of IFRS 9. See NotesNote2-(1)-1)-3)-a) and 7 of the notes to our consolidated financial statements.

Maturity Analysis

The following table categorizes our debt securities by maturity and weighted average yield as of December 31, 2018:2019:

 As of December 31, 2018  As of December 31, 2019 
 Within 1 year Over 1 but
Within 5 years		 Over 5 but
Within 10 years		 Over 10 years Total  Within 1 year Over 1 but
Within 5 years		 Over 5 but
Within 10 years		 Over 10 years Total 
 (in billions of Won, except percentages)  (in billions of Won, except percentages) 
 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		  Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 Amount Weighted
Average
Yield(1)		 

Financial assets at fair value through profit or loss

                    

Korean treasury and government agencies

 ￦146  1.92%  ￦249  2.00%  ￦121  1.77%  ￦—  —%  ￦516  1.92%  ￦222  2.07%  ￦497  1.65%  ￦154  1.48%  ￦—  —%  ￦873  1.72% 

Financial institutions

 242  1.91  251  2.00  41  2.65   —   —  534  2.01  339  1.55  230  1.59  31  2.23   —   —  600  1.60 

Corporate

 472  2.48  302  2.23   —   —   —   —  775  2.38  573  2.18  189  1.67   —   —   —   —  762  2.05 

Others

 80  1.96  8  4.12  2  0.28  12  1.25  102  2.00 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

Total

 ￦860  2.22%  ￦802  2.09%  ￦162  1.99%  ￦—  —%  ￦1,825  2.14%  ￦1,214  1.97%  ￦924  1.66%  ￦187  1.59%  ￦12  1.25%  ￦2,337  1.81% 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

Financial assets at fair value through other comprehensive income

          

Financial assets at fair value through other comprehensive income

          

Korean treasury and government agencies

 ￦784  2.10%  ￦520  2.07%  ￦50  2.09%  ￦4  3.25%  ￦1,358  2.09%  ￦490  2.18%  ￦580  2.05%  ￦83  2.00%  ￦—  —%  ￦1,153  2.10% 

Financial institutions

 4,282  1.92  6,971  2.13   —   —   —   —  11,253  2.05  11,834  1.97  5,936  1.63   —   —   —   —  17,770  1.86 

Corporate

 711  2.31  1,022  2.68  92  2.55   —   —  1,825  2.53  2,203  2.38  1,571  1.83  143  2.30   —   —  3,917  2.16 

Foreign currency bonds

 1,240  1.80  1,263  1.95  39  5.81  94  2.35  2,636  1.95  1,564  0.94  2,127  2.62  121  4.95  63  3.36  3,875  2.02 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

Total

 ￦7,017  1.96%  ￦9,776  2.16%  ￦181  3.13%  ￦98  2.38%  ￦17,072  2.09%  ￦ 16,091  1.93%  ￦10,214  1.89%  ￦ 347  3.15%  ￦63  3.36%  ￦ 26,715  1.94% 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

Securities at amortized cost

          

Financial assets at amortized cost

          

Korean treasury and government agencies

 ￦1,353  2.21%  ￦6,144  2.17%  ￦26  3.88%  ￦—  —%  ￦7,523  2.18%  ￦1,350  2.19%  ￦6,685  1.98%  ￦9  3.84%  ￦—  —%  ￦8,044  2.01% 

Financial institutions

 5,014  1.83  4,461  2.25   —   —   —   —  9,475  2.03  2,459  2.03  4,236  2.02   —   —   —   —  6,695  2.03 

Corporate

 1,545  2.75  3,762  2.44  280  2.57  120  1.99  5,707  2.52  1,273  2.31  3,147  2.29  465  2.17  183  2.53  5,068  2.30 

Foreign currency bonds

 51  1.17  98  3.27  34  2.83  51  6.25  234  3.41  135  2.76  185  3.42  183  2.64  16  3.08  519  2.96 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

Total

 ￦7,963  2.07%  ￦14,465  2.27%  ￦340  2.70%  ￦171  3.27%  ￦22,939  2.21%  ￦5,217  2.16%  ￦14,253  2.08%  ￦657  2.32%  ￦199  2.57%  ￦20,326  2.11% 
 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

  

 

(1)

The weighted average yield for the portfolio represents the yield to maturity for each individual security, weighted using its book value (which is the amortized cost in the case of financial assets at amortized cost and the fair value in the case of financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss).

Risk Concentrations

As of December 31, 2018,2019, we held the following debt securities of individual issuers where the aggregate book value of those securities exceeded 10% of our owners’ equity at such date. As of December 31, 2018,2019, our owners’ equity was ￦21,740￦21,510 billion.

 

  As of December 31, 2018   As of December 31, 2019 
  Book Value   Market Value   Book Value   Market Value 
  (in billions of Won)   (in billions of Won) 

Name of issuer:

        

The Korea Development Bank

  ￦9,424   ￦9,439   ￦11,917   ￦11,949 

Korean government

   9,171    9,222    9,647    9,748 

The Bank of Korea

   7,044    7,045    6,501    6,503 

Industrial Bank of Korea

   5,321    5,329 

Korea Housing Finance Corporation

   2,241    2,251    5,059    5,071 
  

 

   

 

   

 

   

 

 

Total

  ￦27,880   ￦27,957   ￦38,445   ￦38,600 
  

 

   

 

   

 

   

 

 

The Korea Development Bank, The Bank of Korea, Industrial Bank of Korea and Korea Housing Finance Corporation are Korean government entities.

Funding

We fund our lending and other activities using various sources, both domestic and foreign. Our primary funding strategy is to maintain stable andlow-cost funding. We have in the past achieved this in part by increasing the average balances oflow-cost customer deposits, in particular demand deposits and savings deposits.

Customer deposits are our principal funding source. Customer deposits accounted for 82.8%of our total funding as of December 31, 2016, 82.7% of our total funding as of December 31, 2017, and 82.7% of our total funding as of December 31, 2018.2018 and 83.0%of our total funding as of December 31, 2019.

We also acquire funding through the following sources:

 

long-term debt, including the issuance of senior and subordinated debentures and borrowings from government-affiliated funds and entities and other financial institutions;

 

short-term borrowings, including borrowings from our trust accounts and from the Bank of Korea, and call money; and

 

the issuance of hybrid securities, including bond-type hybrid securities.

As of December 31, 2018,2019, approximately 87.9%87.1% of our total funding was denominated in Won.

Deposits

Although the majority of our deposits are short-term, it has been our experience that the majority of our depositors generally roll over their deposits at maturity, providing us with a stable source of funding. See “Item 3.D. Risk Factors—Other risks relating to our business—Our funding is highly dependent on short-term deposits, which dependence may adversely affect our operations.” The following table shows the average balances of our deposits and the average costs of our deposits for the periods indicated:

 

  For the year ended December 31,   For the year ended December 31, 
  2016 2017 2018   2017 2018 2019 
  Average
Balance(1)		   Average
Cost		 Average
Balance(1)		   Average
Cost		 Average
Balance(1)		   Average
Cost		   Average
Balance(1)		   Average
Cost		 Average
Balance(1)		   Average
Cost		 Average
Balance(1)		   Average
Cost		 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Demand deposits

  ￦9,742    0.78%  ￦8,319    0.63%  ￦8,512    0.60%   ￦8,319    0.63%  ￦8,512    0.60%  ￦8,213    0.43% 

Time deposits and savings deposits

   181,073    1.20  186,277    1.08  196,806    1.23    186,277    1.08  196,806    1.23  211,732    1.33 

Certificates of deposit

   3,476    1.70  4,553    1.71  5,091    2.04    4,553    1.71  5,091    2.04  4,760    2.21 

Other deposits(2)

   23,405    1.05  24,444    0.99  26,254    1.31    24,444    0.99  26,254    1.31  28,930    1.63 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

Average total deposits

  ￦217,696    1.17%  ￦223,593    1.06%  ￦236,663    1.23%   ￦223,593    1.06%  ￦236,663    1.23%  ￦253,635    1.35% 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

   

 

 

 

(1)

Average balances are based on daily balances for Woori Bank and on quarterly balances for all of our other subsidiaries and our structured companies.

(2)

Mutual installment deposits are interest-bearing deposits offered by us, which enable customers to become eligible to apply for loans secured by such deposits while they maintain an account with us. In order to qualify to apply for such a loan, a customer must make required periodic deposits to the mutual installment account for a contracted term of less than five years. Any such loan will be secured in an amount up to the holder’s mutual installment deposit and will be subject to the same loan underwriting policy we apply for other secured loans. For the portion of the loan, if any, that is not secured, we apply the same loan underwriting policy as we would for other unsecured loans.

For a description of our retail deposit products, see “—Business—Consumer Banking—Lending Activities—Mortgage and Home Equity Lending” and “—Business—Consumer Banking—Deposit-Taking Activities.”

Maturities of Certificates of Deposit and Other Time Deposits

The following table presents, as of December 31, 2018,2019, the remaining maturities of our certificates of deposit and other time deposits which had fixed maturities in excess of ￦100 million:

 

  As of December 31, 2018   As of December 31, 2019 
  Certificates of
Deposit		   Other Time
Deposits		   Total   Certificates of
Deposit		   Other Time
Deposits		   Total 
  (in billions of Won)   (in billions of Won) 

Maturing within three months

  ￦1,125   ￦24,740   ￦25,865   ￦403   ￦34,017   ￦34,420 

After three but within six months

   2,388    24,164    26,552    328    28,073    28,401 

After six but within 12 months

   2,827    50,127    52,954    216    42,257    42,473 

After 12 months

   61    3,516    3,577    2    5,023    5,025 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦6,401   ￦102,547   ￦108,948   ￦949   ￦109,370   ￦110,319 
  

 

   

 

   

 

   

 

   

 

   

 

 

Long-Term Debt

The aggregate amount of contractual maturities of all long-term debt, which consists of debentures and borrowings with original maturities exceeding one year, as of December 31, 20182019 was as follows:

 

   Amount 
   (in billions of Won) 

Due in 20192020

  ￦15,132

Due in 2020

9,65918,821 

Due in 2021

   5,2049,063 

Due in 2022

   3,4995,479 

Due in 2023

   2,2383,610

Due in 2024

2,603 

Thereafter

   2,5841,747 
  

 

 

 

Gross long-term debt

   38,31741,323 

Less: discount

   (2925) 
  

 

 

 

Total long-term debt, net

  ￦38,28841,298 
  

 

 

 

Short-Term Borrowings

The following table presents, for the periods indicated, information regarding our short-term borrowings, with an original maturity of one year or less:

 

  As of and for the year ended December 31,   As of and for the year ended December 31, 
  2016 2017 2018   2017 2018 2019 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Call money

        

Year-end balance

  ￦1,927  ￦635  ￦975   ￦635  ￦975  ￦134 

Average balance(1)

   1,991  1,527  1,047    1,527  1,047  1,197 

Maximum balance

   3,250  3,375  1,540    3,375  1,540  1,782 

Average interest rate(2)

   1.3%  2.0%  2.0%    2.0%  2.0%  2.9% 

Year-end interest rate

   0.0~5.1%  1.5~2.7%  0.0~7.3%    1.5~2.7%  0.0~7.3%   (0.3)~3.5% 

Borrowings from the Bank of Korea(3)

        

Year-end balance

  ￦1,599  ￦1,404  ￦1,335   ￦1,404  ￦1,335  ￦1,771 

Average balance(1)

   1,474  1,402  1,421    1,402  1,421  1,444 

Maximum balance

   1,608  1,457  1,468    1,457  1,468  1,771 

Average interest rate(2)

   0.7%  0.7%  0.7%    0.7%  0.7%  0.6% 

Year-end interest rate

   0.5~0.8%  0.5~0.8%  0.5~0.8%    0.5~0.8%  0.5~0.8%  0.5~0.8% 

Other short-term borrowings (4)

        

Year-end balance

  ￦5,974  ￦6,750  ￦8,087   ￦6,750  ￦8,087  ￦9,931 

Average balance(1)

   7,192  7,087  8,006    7,087  8,006  10,743 

Maximum balance

   9,722  7,694  8,859    7,694  8,859  11,913 

Average interest rate(2)

   1.3%  1.4%  1.8%    1.4%  1.8%  1.8% 

Year-end interest rate

   0.01~2.9%  0.01~5.0%  0.05~6.4%    0.01~5.0%  0.05~6.4%   (0.3)~8.7% 

 

(1)

Average balances are based on monthly balances.

(2)

Average interest rates for the year are calculated by dividing the total interest expense by the average amount borrowed.

(3)

Borrowings from the Bank of Korea generally mature within one month for borrowings in Won and six months for borrowings in foreign currencies.

(4)

Other short-term borrowings include borrowings from trust accounts, bills sold, borrowings in domestic and foreign currency, short-term secured borrowings and foreign currency debentures. Other short-term borrowings have maturities of 30 days to one year and are unsecured.

Supervision and Regulation

Principal Regulations Applicable to Financial Holding Companies

General

The Financial Holding Company Act, last amended on December 31, 2018, regulates Korean financial holding companies and their subsidiaries. The entities that regulate and supervise Korean financial holding companies and their subsidiaries are the Financial Services Commission and the Financial Supervisory Service.

The Financial Services Commission exerts direct control over financial holding companies pursuant to the Financial Holding Company Act. Among other things, the Financial Services Commission approves the establishment of financial holding companies, issues regulations on the capital adequacy of financial holding companies and their subsidiaries, and drafts regulations relating to the supervision of financial holding companies.

Following the instructions and directives of the Financial Services Commission, the Financial Supervisory Service supervises and examines financial holding companies and their subsidiaries. In particular, the Financial Supervisory Service sets requirements relating to Korean financial holding companies’ liquidity and capital adequacy ratios and establishes reporting requirements within the authority delegated under the Financial Services Commission regulations. Financial holding companies must submit quarterly reports to the Financial Supervisory Service discussing business performance, financial status and other matters identified in the Enforcement Decree of the Financial Holding Company Act.

Under the Financial Holding Company Act, a financial holding company is a company which primarily engages in controlling its subsidiaries by holding equity stakes in them equal in aggregate to at least 50% of the financial holding company’s aggregate assets based on its balance sheet as of the end of the immediately preceding fiscal year. A company is required to obtain approval from the Financial Services Commission to become a financial holding company.

A financial holding company may engage only in controlling the management of its subsidiaries, as well as certain ancillary activities including:

 

financially supporting its direct and indirect subsidiaries;

 

raising capital necessary for investment in its subsidiaries or providing financial support to its direct and indirect subsidiaries;

 

supporting the business of its direct and indirect subsidiaries, including the development and marketing of financial products;

 

providing data processing, legal, accounting and other resources and services that have been commissioned by its direct and indirect subsidiaries so as to support their operations; and

 

any other businesses exempted from authorization, permission or approval under the applicable laws and regulations.

The Financial Holding Company Act requires every financial holding company (other than a financial holding company that is controlled by another financial holding company) and its subsidiaries to obtain prior approval from the Financial Services Commission before acquiring control of another company or to file a report with the Financial Services Commission within 30 days thereafter in certain cases (including acquiring control of another company whose assets are less than ￦100 billion as of the end of the immediately preceding fiscal year). In addition, the Financial Services Commission must grant permission to liquidate or to merge with any other company before the liquidation or merger. A financial holding company must report to the Financial Services Commission when certain events, including the following, occur:

 

when the largest shareholder changes;

 

in the case of a bank holding company, when a major investor changes;

 

when the shareholding of the controlling shareholder (i.e., the “largest shareholder” or a “principal shareholder,” each as defined in the Financial Holding Company Act) or a person who has a “special relationship” with such controlling shareholder (as defined in the Enforcement Decree of the Financial Holding Company Act) changes by 1% or more of the total issued and outstanding voting shares of the financial holding company;

 

when it changes its corporate name;

 

when there is a cause for its dissolution; and

 

when it or its subsidiaries cease to control any of their respective direct or indirect subsidiaries by disposing of their shares of such direct or indirect subsidiary.

Capital Adequacy

The Financial Holding Company Act does not provide for a minimumpaid-in capital requirement related to financial holding companies. However, all financial holding companies are required to maintain a specified level of solvency. In addition, with respect to the allocation of net profit earned in a fiscal term, a financial holding company must set aside in its legal reserve an amount equal to at least 10% of its net income after tax each time it pays dividends on its net profits earned until its legal reserve reaches at least the aggregate amount of itspaid-in capital.

A bank holding company, which is a financial holding company controlling banks or other financial institutions conducting banking business as prescribed in the Financial Holding Company Act, wasis required to

maintain a total minimum consolidated capital adequacy ratio of 10.625%11.5% (including applicable additional capital

buffers and requirements as described below) as of December 31, 2018, and such ratio increased to 11.5% as of January 1, 2019.. “Consolidated capital adequacy ratio” is defined as the ratio of equity capital as a percentage ofrisk-weighted assets on a consolidated basis, determined in accordance with the Financial Services Commission requirements that have been formulated based on Bank of International Settlements, or BIS, standards. “Equity capital,” as applicable to bank holding companies, is defined as the sum of common equity Tier I capital, additional Tier I capital and Tier II capital less any deductible items, each as defined under the Regulation on the Supervision of Financial Holding Companies.“Risk-weighted assets” is defined as the sum of creditrisk-weighted assets and marketrisk-weighted assets.

Pursuant to amended regulations promulgated by the Financial Services Commission commencing in 2013 to implement Basel III, Korean bank holding companies were required to maintain a minimum ratio of common equity Tier I capital torisk-weighted assets of 3.5% and Tier I capital torisk-weighted assets of 4.5% from December 1, 2013, which minimum ratios were increased to 4.0% and 5.5%, respectively, from January 1, 2014 and increased further to 4.5% and 6.0%, respectively, from January 1, 2015. Such requirements are in addition to thepre-existing requirement for a minimum ratio of Tier I and Tier II capital (less any capital deductions) torisk-weighted assets of 8.0%, which remains unchanged. The amended regulations also require an additional capital conservation buffer of 1.875% in 2018 and 2.5% in 2019,, as well as a potential counter-cyclical capital buffer of up to 2.5%, which is determined on a quarterly basis by the Financial Services Commission. Furthermore,Commission.Furthermore, bank holding companies designated as one of four domestic systemically important banks for 20182020 by the Financial Services Commission were subject to an additional capital requirement of 0.75% in 2018. Bank holding companies so designated for 2019 are subject to an additional capital requirement of 1.0% in 2019..

Liquidity

All financial holding companies are required to match the maturities of their assets and liabilities on anon-consolidated basis in accordance with the Financial Holding Company Act in order to ensure liquidity. Financial holding companies must:

 

maintain a Won liquidity ratio (defined as Won assets due within one month, including marketable securities, divided by Won liabilities due within one month) of not less than 100% on anon-consolidated basis;

 

maintain a foreign currency liquidity ratio (defined as foreign currency liquid assets due within three months divided by foreign currency liabilities due within three months) of not less than 80% on anon-consolidated basis (except that such requirement is not applicable to a financial holding company whose foreign currency liabilities constitute less than 1% of its total assets);

 

maintain a ratio of foreign currency liquid assets due within seven days less foreign currency liabilities due within seven days as a percentage of total foreign currency assets of not less than 0% on anon-consolidated basis (except that such requirement is not applicable to a financial holding company whose foreign currency liabilities constitute less than 1% of its total assets);

 

maintain a ratio of foreign currency liquid assets due within a month less foreign currency liabilities due within a month as a percentage of total foreign currency assets of not less than negative 10% on anon-consolidated basis (except that such requirement is not applicable to a financial holding company whose foreign currency liabilities constitute less than 1% of its total assets); and

 

make quarterly reports regarding their Won liquidity and foreign currency liquidity to the Financial Supervisory Service.

Financial Exposure to Any Individual Customer and Major Investor

Subject to certain exceptions, the aggregate credit (as defined in the Financial Holding Company Act, the Bank Act, the Financial Investment Services and Capital Markets Act, the Insurance Business Act, the Mutual Savings Bank Act and the Specialized Credit Financial Business Act, respectively) of a financial holding

company and its direct and indirect subsidiaries that are banks, merchant banks, financial investment companies, insurance companies, savings banks or specialized credit financial business companies (which we refer to as “Financial

“Financial Holding Company Total Credit”) to a single group of companies that belong to the same conglomerate as defined in the Monopoly Regulations and Fair Trade Act will not be permitted to exceed 25% of net aggregate equity capital (as defined below).

“Net aggregate equity capital” is defined under the Enforcement Decree of the Financial Holding Company Act as the sum of:

 

 (1)

in case of a financial holding company, the capital amount as defined in Article24-3(7), Item 2 of the Enforcement Decree of the Financial Holding Company Act;

 

 (2)

in case of a bank, the capital amount as defined in Article 2(1), Item 5 of the Bank Act;

 

 (3)

in case of a merchant bank, the capital amount as defined in Article 342(1) of the Financial Investment Services and Capital Markets Act;

 

 (4)

in case of a financial investment company, the capital amount as defined in Article 37(3) of the Enforcement Decree of the Financial Investment Services and Capital Markets Act;

 

 (5)

in case of an insurance company, the capital amount as defined in Article 2, Item 15 of the Insurance Business Act;

 

 (6)

in case of a savings bank, the capital amount as defined in Article 2, Item 4 of the Mutual Savings Bank Act; and

 

 (7)

in case of a specialized credit financial business company, the capital amount as defined in Article 2, Item 19 of the Specialized Credit Financial Business Act;

less the sum of:

 

 (1)

the amount of shares of direct and indirect subsidiaries held by the financial holding company;

 

 (2)

the amount of shares that arecross-held by each direct and indirect subsidiary that is a bank, merchant bank, financial investment company, insurance company, savings bank or specialized credit financial business company; and

 

 (3)

the amount of shares of a financial holding company held by such direct and indirect subsidiaries that are banks, merchant banks, financial investment companies, insurance companies, savings banks or specialized credit financial business companies.

The Financial Holding Company Total Credit to a single individual or judicial person may not exceed 20% of the net aggregate equity capital. In addition, the Financial Holding Company Total Credit to a shareholder holding (together with the persons who have a “special relationship” with the shareholder, as defined in the Enforcement Decree of the Financial Holding Company Act) in aggregate more than 10% of the total issued and outstanding voting shares of a financial holding company generally may not exceed the lesser of (x) 25% of the net aggregate equity capital and (y) the amount of the equity capital of the financial holding company multiplied by the shareholding ratio of the shareholder (together with the persons who have a special relationship with the shareholder).

Further, the total sum of credits (as defined in the Financial Holding Company Act, the Bank Act, the Financial Investment Services and Capital Markets Act, the Insurance Business Act, the Mutual Savings Bank Act and the Specialized Credit Financial Business Act, respectively) of a bank holding company and its direct and indirect subsidiaries that are banks, merchant banks, financial investment companies, insurance companies, savings banks or specialized credit financial business companies as applicable (which we refer to as “Bank Holding Company Total Credit”) extended to a “major investor” (as defined below) (together with the persons who have a special relationship with that major investor) will not be permitted to exceed the lesser of (x) 25% of the net aggregate equity capital and (y) the amount of the equity capital of the bank holding company multiplied by the shareholding ratio of the major investor, except for certain cases.

“Major investor” is defined as:

 

a shareholder holding (together with persons who have a special relationship with that shareholder), in excess of 10% (or in the case of a bank holding company controlling regional banks only, 15%) in the aggregate of the bank holding company’s total issued and outstanding voting shares; or

 

a shareholder holding (together with persons who have a special relationship with that shareholder), more than 4% in the aggregate of the total issued and outstanding voting shares of the bank holding company controlling nationwide banks, where the shareholder is the largest shareholder or has actual control over the major business affairs of the bank holding company through, for example, appointment and dismissal of the officers pursuant to the Enforcement Decree of the Financial Holding Company Act.

In addition, the total sum of the Bank Holding Company Total Credit granted to all of a bank holding company’s major investor must not exceed 25% of the bank holding company’s net aggregate equity capital. Furthermore, any bank holding company that, together with its direct and indirect subsidiaries, intends to extend credit to the bank holding company’s major investor in an amount equal to or exceeding the lesser of (x) the amount equivalent to 0.1% of the net aggregate equity capital and (y) ￦5 billion, in any single transaction, must obtain prior unanimous board resolutions and then, immediately after providing the credit, must file a report to the Financial Services Commission and publicly disclose the filing of the report.

Restrictions on Transactions Among Direct and Indirect Subsidiaries and Financial Holding Company

Generally, a direct or indirect subsidiary of a financial holding company may not extend credits (excluding the amount of corporate credit card payments issued by a direct or indirect subsidiary of a financial holding company that is engaged in the banking business) to that financial holding company. In addition, a direct or indirect subsidiary of a financial holding company may not extend credits (excluding the amount of corporate credit card payments issued by a direct or indirect subsidiary of a financial holding company that is engaged in the banking business) to other direct or indirect subsidiaries of the financial holding company in excess of 10% of its capital amount on an individual basis or to those subsidiaries in excess of 20% of its capital amount on an aggregate basis. The subsidiary extending the credit must also obtain an adequate level of collateral depending on the type of such collateral from the other subsidiaries unless the credit is otherwise approved by the Financial Services Commission. The adequate level of collateral for each type of collateral is as follows:

 

 (1)

for deposits and installment savings, obligations of the Korean government or the Bank of Korea, obligations guaranteed by the Korean government or the Bank of Korea, obligations secured by securities issued or guaranteed by the Korean government or the Bank of Korea, 100% of the credit extended;

 

 (2)

for obligations of municipal governments under the Local Autonomy Act, local public enterprise under the Local Public Enterprises Act and investment institutions and otherquasi-investment institutions under the Basic Act on the Management ofGovernment-Invested Institution or for obligations guaranteed by, or secured by the securities issued or guaranteed by, the aforementioned entities pursuant to the relevant regulations, 110% of the credit extended; and

 

 (3)

for any property other than those set forth in paragraphs (1) and (2) above, 130% of the credit extended.

Subject to certain exceptions, a direct or indirect subsidiary of a financial holding company is prohibited from owning the shares of any other direct or indirect subsidiaries (other than those directly controlled by that direct or indirect subsidiary) under the common control of the financial holding company.

Subject to certain exceptions, a direct or indirect subsidiary of a financial holding company is also prohibited from owning the shares of the financial holding company controlling that direct or indirect subsidiary. The transfer of certain assets classified as precautionary or below between a financial holding company and its

direct or indirect subsidiary or between the direct and indirect subsidiaries of a financial holding company is prohibited except for:

 

 (1)

transfers to a special purpose company, or entrustment with a trust company, for anasset-backed securitization transaction under theAsset-Backed Securitization Act;

 

 (2)

transfers to amortgage-backed securities issuance company for a mortgage securitization transaction;

 

 (3)

transfers orin-kind contributions to a corporate restructuring vehicle under the Corporate Restructuring Investment Companies Act; and

 

 (4)

transfers to a corporate restructuring company under the Industry Promotion Act.

Disclosure of Management Performance

For the purpose of protecting the depositors and investors in the subsidiaries of financial holding companies, the Financial Services Commission requires financial holding companies to disclose certain material matters including:

 

 (1)

financial condition and profit and loss of the financial holding company and its direct and indirect subsidiaries;

 

 (2)

fund-raising by the financial holding company and its direct and indirect subsidiaries and the appropriation of such funds;

 

 (3)

any sanctions levied on the financial holding company and its direct and indirect subsidiaries under the Financial Holding Company Act or any corrective measures or sanctions under the Law on Improvement of Structure of Financial Industry; and

 

 (4)

occurrence of anynon-performing assets or financial incident that may have a material adverse effect, or any other event as prescribed in the applicable regulations.

Restrictions on Shareholdings in Other Companies

Generally, a financial holding company may not own (i) more than 5% of the total issued and outstanding shares of anotherfinance-related company, (ii) any shares of its affiliates, other than its direct or indirect subsidiaries or (iii) any shares of anon-finance-related company.

Restrictions on Shareholdings by Direct and Indirect Subsidiaries

Generally, a direct subsidiary of a financial holding company may not control any other company other than, as an indirect subsidiary of the financial holding company:

 

financial institutions established in foreign jurisdictions;

 

certain financial institutions which are engaged in any business that the direct subsidiary may conduct without any licenses or permits;

 

certain financial institutions whose business is related to the business of the direct subsidiary as described by the Enforcement Decree of the Financial Holding Company Act (for example, a bank subsidiary may control only credit information companies, credit card companies and financial investment companies with a dealing, brokerage, collective investment, investment advice, discretionary investment management and/or trust license);

 

certain financial institutions whose business is related to the financial business as prescribed by the regulations of the Ministry of Economy and Finance; and

 

certain companies which are not financial institutions but whose business is related to the financial business of the financial holding company as prescribed by the Enforcement Decree of the Financial Holding Company Act (for example, afinance-related research company or afinance-related information technology company).

Acquisition of such indirect subsidiaries by direct subsidiaries of a financial holding company requires prior permission from the Financial Services Commission or the submission of a report to the Financial Services Commission, depending on the types of the indirect subsidiaries and the amount of total assets of the indirect subsidiaries.

Subject to certain exceptions, an indirect subsidiary of a financial holding company may not control any other company. If an indirect subsidiary of a financial holding company had control over another company at the time it became such an indirect subsidiary, the indirect subsidiary is required to dispose of its interest in the other company within two years from such time.

Restrictions on Transactions between a Bank Holding Company and its Major Investor

A bank holding company and its direct and indirect subsidiaries may not acquire (including through their respective trust accounts) shares issued by the bank holding company’s major investor in excess of 1% of the net aggregate equity capital (as defined above). In addition, if those entities intend to acquire shares issued by that major investor in any single transaction equal to or exceeding the lesser of (x) the amount equivalent to 0.1% of the net aggregate equity capital and (y) ￦5 billion, that entity must obtain prior unanimous board resolutions and then, immediately after the acquisition, file a report to the Financial Services Commission and publicly disclose the filing of the report.

Restrictions on Ownership of a Financial Holding Company

Under the Financial Holding Company Act, a financial institution generally may not control a financial holding company. In addition, any single shareholder and persons who have a special relationship with that shareholder may acquire beneficial ownership of up to 10% of the total issued and outstanding shares with voting rights of a bank holding company that controls nationwide banks or 15% of the total issued and outstanding shares with voting rights of a bank holding company that controls only regional banks, subject to certain exceptions. Among others, the Korean government and the Korea Deposit Insurance Corporation are not subject to this limit.“Non-financial business group companies” (as defined below), however, may not acquire the beneficial ownership of shares of a bank holding company controlling nationwide banks in excess of 4% of that bank holding company’s outstanding voting shares unless they obtain the approval of the Financial Services Commission and agree not to exercise voting rights in respect of shares in excess of the 4% limit, in which case they may acquire beneficial ownership of up to 10%. Any other person (whether a Korean national or a foreign investor) may acquire no more than 10% of total voting shares issued and outstanding of a bank holding company controlling nationwide banks unless they obtain approval from the Financial Services Commission in each instance where the total holding will exceed 10% (or 15% in the case of a bank holding company controlling only regional banks), 25% or 33% of the total voting shares issued and outstanding of that bank holding company controlling nationwide banks.

Furthermore, in the case where a person (including Korean and foreign investors, but excluding certain persons prescribed under the Enforcement Decree of the Financial Holding Company Act) (i) acquires in excess of 4% of the total issued and outstanding voting shares of any bank holding company (other than a bank holding company controlling only regional banks), (ii) becomes the largest shareholder of such bank holding company in which such person has acquired in excess of 4% of the total issued and outstanding voting shares, (iii) changes its shareholding in such bank holding company, in which it has acquired in excess of 4% of the total issued and outstanding voting shares, by 1% or more of the total issued and outstanding voting shares of such bank holding company or (iv) is a private equity fund or an investment purpose company holding in excess of 4% of the total outstanding voting shares of a bank holding company and changes its members or shareholders, such person must file a report on such change with the Financial Services Commission (x) in case of (i) and (iii), by the last day of the month following the month in which such change occurred, or (y) in case of (ii) and (iv), within ten days after the end of the month in which such change occurred.

“Non-financial business group companies” as defined under the Financial Holding Company Act include:

 

 (1)

any same shareholder group where the aggregate net assets of allnon-financial business companies belonging to that group equals or exceeds 25% of the aggregate net assets of all members of that group;

 (2)

any same shareholder group where the aggregate assets of allnon-financial business companies belonging to that group equals or exceeds ￦2 trillion;

 

 (3)

any mutual fund where a same shareholder group identified in (1) or (2) above beneficially owns and/or exercises the voting rights of more than 4% of the total issued and outstanding voting shares of that mutual fund;

 

 (4)

any private equity fund (a) where a person falling under any of items (1) through (3) above is a limited partner holding not less than 10% of the total amount of contributions to the private equity fund, or (b) where a person falling under any of items (1) through (3) above is a general partner, or (c) where the total equity of the private equity fund acquired by each affiliate belonging to several enterprise groups subject to the limitation on mutual investment is 30% or more of the total amount of contributions to the private equity fund; or

 

 (5)

the investment purpose company concerned, where a private equity fund falling under item (4) above acquires or holds stocks in excess of 4% of the stock or equity of such company or exercises de facto control over significant managerial matters of such company through appointment or dismissal of executives or in any other manner.

Sharing of Customer Information among Financial Holding Company and its Subsidiaries

Under the Act on Use and Protection of Credit Information, any individual customer’s credit information must be disclosed or otherwise used by financial institutions only to determine, establish or maintain existing commercial transactions with them and only after obtaining written consent to use that information. In addition, under the Act on Real Name Financial Transactions and Confidentiality, an individual working at a financial institution may not provide or reveal information or data concerning the contents of financial transactions to other persons unless such individual receives a request or consent in writing from the holder of a title deed, except under certain exceptions stipulated in the Act. Under the Financial Holding Company Act, a financial holding company and its direct and indirect subsidiaries, however, may share certain credit information of individual customers among themselves for internal management purposes outlined in the Enforcement Decree of the Financial Holding Company Act (such as credit risk management, internal control and customer analysis), without the customers’ written consent, subject to the methods and procedures for provision of such information set forth therein. A subsidiary financial investment company with a dealing and/or brokerage license of a financial holding company may provide that financial holding company and its other direct and indirect subsidiaries information relating to the aggregate amount of cash or securities that a customer of the financial investment company with a dealing and/or brokerage license has deposited, for internal management purposes outlined in the Enforcement Decree of the Financial Holding Company Act, subject to the methods and procedures for provision of such information set forth therein. Recent amendments to the Financial Holding Company Act, which became effective on November 29, 2014, limit the scope of credit information that may be shared without the customers’ prior consent and require certain procedures for provision of customer information as prescribed by the Financial Services Commission. Beginning in November 29, 2014, notice must be given to customers at least once a year regarding (i) the provider of customer information, (ii) the recipient of customer information, (iii) the purpose of providing the information and (iv) the categories of the information provided.

Principal Regulations Applicable to Banks

The banking system in Korea is governed by the Bank Act of 1950, as amended and the Bank of Korea Act of 1950, as amended. In addition, Korean banks are subject to the regulations and supervision of the Bank of Korea, the Monetary Policy Committee of the Bank of Korea, the Financial Services Commission and its executive body, the Financial Supervisory Service.

The Bank of Korea, established in June 1950 under the Bank of Korea Act, performs the customary functions of a central bank. It seeks to contribute to the sound development of the national economy by price stabilization through establishing and implementing efficient monetary and credit policies with a focus on financial stability. The Bank of Korea acts under instructions of the Monetary Policy Committee, the supreme policy-making body of the Bank of Korea.

Under the Bank of Korea Act, the Monetary Policy Committee’s primary responsibilities are to formulate monetary and credit policies and to determine the operations, management and administration of the Bank of Korea.

The Financial Services Commission, established onin April 1, 1998, regulates commercial banks pursuant to the Bank Act, including establishing guidelines on capital adequacy of commercial banks, and promulgates regulations relating to supervision of banks. Furthermore, the Financial Services Commission regulates market entry into the banking business.

The Financial Supervisory Service, established onin January 2, 1999, is subject to the instructions and directives of the Financial Services Commission and carries out supervision and examination of commercial banks. In particular, the Financial Supervisory Service sets requirements both for the prudent control of liquidity and for capital adequacy and establishes reporting requirements pursuant to the authority delegated to it under the Financial Services Commission regulations, pursuant to which banks are required to submit annual reports on financial performance and shareholdings, regular reports on management strategy andnon-performing loans, including write-offs, and management of problem companies and plans for the settlement of bad loans.

Under the Bank Act, approval to commence a commercial banking business or a long-term financing business must be obtained from the Financial Services Commission. Commercial banking business is defined as the lending of funds acquired predominantly from the acceptance of demand deposits for a period not exceeding one year or subject to the limitation established by the Financial Services Commission, for a period between one year and three years. Long-term financing business is defined as the lending, for periods in excess of one year, of funds acquired predominantly frompaid-in capital, reserves or other retained earnings, the acceptance of time deposits with maturities of at least one year, or the issuance of debentures or other bonds. A bank wishing to enter into any business other than commercial banking and long-term financing businesses, such as thea trust business, must obtain approval from the Financial Services Commission. Approval to merge with any other banking institution, to liquidate, to spin off, toor close a banking business or to transfer all or a part of a business must also be obtained from the Financial Services Commission.

If the Financial Services Commission deems a bank’s financial condition to be unsound or if a bank fails to meet the applicable capital adequacy ratio set forth under Korean law, the Financial Services Commission may order:

 

admonitions or warnings with respect to its officers;

 

capital increases or reductions;

 

assignments of contractual rights and obligations relating to financial transactions;

 

a suspension of performance by its officers of their duties and the appointment of receivers;

 

disposals of property holdings or closures of subsidiaries or branch offices or downsizing;

 

stock cancellations or consolidations;

 

mergers with other financial institutions;

 

acquisition of such bank by a third party; and/or

 

suspensions of a part or all of its business operations.operations for not more than six months.

Capital Adequacy

The Bank Act requires nationwide banks, such as us, to maintain a minimumpaid-in capital of ￦100 billion and regional banks to maintain a minimumpaid-in capital of ￦25 billion. All banks, including foreign bank branches in Korea, are also required to maintain a prescribed solvency position. A bank must also set aside in its legal reserve an amount equal to at least 10% of the net income after tax each time it pays dividends on net profits earned until its legal reserve reaches at least the aggregate amount of itspaid-in capital.

Under the Detailed Regulation on the Supervision of the Banking Business, the capital of a bank is divided into two categories, Tier I and Tier II capital. Tier I capital (core capital) consists of (i) common equity Tier I common equity

capital, includingpaid-in capital, capital surplus and retained earnings related to common equity and accumulated other comprehensive gains and losses, and (ii) additional Tier I capital, includingpaid-in capital and capital surplus related to hybrid Tier I capital instruments that, among other things, qualify as contingent capital and are subordinated to subordinated debt. Tier II capital (supplementary capital) consists of, among other things, capital and capital surplus from the issuance of Tier II capital instruments, allowances for loan losses on loans classified as “normal” or “precautionary,” subordinated debt and other capital securities which meet the standards prescribed by the governor of the Financial Supervisory Service under Article 26(2) of the Regulation on the Supervision of the Banking Business.

All banks must meet minimum ratios of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets, determined in accordance with Financial Services Commission requirements that have been formulated based on Bank for International SettlementsBIS standards. These requirements were adopted and became effective in 1996, and were amended effective January 1, 2008 upon the implementation by the Financial Supervisory Service of Basel II. Under such requirements, all domestic banks and foreign bank branches mustare required to meet a minimum ratio of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets of 8.0%. Commencing in July 2013, the Financial Services Commission promulgated a series of amended regulations implementing Basel III, in Korea, pursuant to which Korean banks and bank holding companies were required to maintain a minimum ratio of common equity Tier I common equity capital to risk-weighted assets of 3.5% and Tier I capital to risk-weighted assets of 4.5% from December 1, 2013, which minimum ratios were increased to 4.0% and 5.5%, respectively, from January 1, 2014 and increased further to 4.5% and 6.0%, respectively, from January 1, 2015. Such requirements are in addition to the pre-existing requirement for a minimum ratio of Tier I and Tier II capital (less any capital deductions) to risk-weighted assets of 8.0%, which remains unchanged. The amended regulations also require an additional capital conservation buffer of 1.875% in 2018 and 2.5% in 2019 and 2020, as well as a potential counter-cyclical capital buffer of up to 2.5%, which is determined on a quarterly basis by the Financial Services Commission. Furthermore, Woori Bank was designated as one of sixa domestic systemically important banksbank for 20182019 by the Financial Services Commission and was subject to an additional capital requirement of 0.75%1.0% in 2018. In2019.In June 2018,2019, we and Woori Bank was againwere each designated as a domestic systemically important bank holding company and a domestic systemically important bank, respectively, for 2019,2020, which subjects us and Woori Bank to anthe additional capital requirement of 1.0% in 2019.2020.

Under the Detailed Regulation on the Supervision of the Banking Business, the following risk-weight ratios must be applied by Korean banks in respect of home mortgage loans:

 

 (1)

for those banks which adopted a standardized approach for calculating credit risk capital requirements, a risk-weight ratio of 35% (only in the case where the loan is fully secured by a first ranking mortgage) and, with respect to high-risk home mortgage loans, 50% or 70%; and

 

 (2)

for those banks which adopted an internal ratings-based approach for calculating credit risk capital requirements, a risk-weight ratio calculated with reference to the probability of default, loss given default and exposure at default, each as defined under the Detailed Regulation on the Supervision of the Banking Business.

Liquidity

All banks are required to ensure adequate liquidity by matching the maturities of their assets and liabilities in accordance with the Regulation on the Supervision of the Banking Business. Banks may not invest an amount exceeding 100% of their Tier I and Tier II capital (less any capital deductions) in equity securities and certain other securities with a redemption period of over three years. This stipulation does not apply to Korean government bonds, Monetary Stabilization Bonds issued by the Bank of Korea or debentures and stocks referred to in items 1 and 2, respectively, of paragraph (6) of Article 11 of the Act on the Improvement of the Structure of the Financial Industry. The Financial Services Commission uses the liquidity coverage ratio as the principal liquidity risk management measure, and currently requires each Korean bank to:

 

maintain a liquidity coverage ratio (defined as the ratio of highly liquid assets to total net cash outflows over a30-day period) of not less than 100% from January 1, 2019 (compared to not less than 95% from January 1, 2018 to December 31, 2018);

maintain a foreign currency liquidity coverage ratio of not less than 80% from January 1, 2019 (compared(temporarily reduced to not less than 70% from January 1, 2018 to December 31, 2018); provided, however, thatfor the three months ending May 30, 2020 for purposes of increasing foreign currency liquidity ratio (defined asin the ratio of foreign currency assets due within three months to foreign currency liabilities due within three months) would apply if the amount of foreign currency assets and the ratio of foreign currency liabilities to total liabilities are less than the respective amount and ratio, or in certain other cases, specified under the Bank Act and the regulations thereunder;Korean financial markets); and

 

submit monthly reports with respect to the maintenance of these ratios.

The Monetary Policy Committee of the Bank of Korea is empowered to fix and alter minimum reserve requirements that banks must maintain against their deposit liabilities. The current minimum reserve ratios are:

 

7% of average balances for Won currency demand deposits outstanding;

 

0% of average balances for Won currency employee asset establishment savings deposits, employee long-term savings deposits, employee house purchase savings deposits, long-term house purchase savings deposits, household long-term savings deposits and employee preferential savings deposits outstanding (with respect to employee-related deposits, only if such deposits were made beforeprior to February 28, 2013); and

 

2% of average balances for Won currency time deposits, installment savings deposits, mutual installments, housing installments and certificates of deposit outstanding.

For foreign currency deposit liabilities, a 2% minimum reserve ratio is applied to time deposits with a maturity of one month or longer, certificates of deposit with a maturity of 30 days or longer and savings deposits with a maturity of six months or longer and a 7% minimum reserve ratio is applied to other deposits. A 1% minimum reserve ratio applies to deposits in offshore accounts, immigrant accounts and resident accounts opened by foreign exchange banks as well as foreign currency certificates of deposit held by account holders of such offshore accounts, immigrant accounts and resident accounts opened by foreign exchange banks.

Furthermore, under the Regulation on the Supervision of the Banking Business, we areWoori Bank is required to maintain a minimum“mid- to long-term foreign exchange funding ratio” of 100%.“Mid-to long term foreign exchange funding ratio” refers to the ratio of (1) the total outstanding amount of foreign exchange borrowing with a maturity of more than one year to (2) the total outstanding amount of foreign exchange lending with a maturity of one year or more.

Amendments Relating to Net Stable Funding Ratio and Leverage Ratio Requirements

TheEffective January 31, 2018, the Financial Services Commission implemented amendments to the Regulation on Supervision of the Banking Business, imposeswhich impose certain liquidity- and leverage-related ratio requirements on banks in Korea, in accordance with Basel III. Pursuant to such regulations,amendments, each Korean bank is required to:

 

maintain a net stable funding ratio (defined as the ratio of the available amount of stable funding to the required amount of stable funding) of not less than 100%, where (i) the available amount of stable funding generally refers to the portion of liabilities and capital expected to be reliable over aone-year time horizon and (ii) the required amount of stable funding generally refers to the portion of assets requiring stable funding over a time horizon of one year or longer, each as calculated in accordance with the Detailed Regulation on Supervision of the Banking Business;

 

maintain a leverage ratio (defined as the ratio of core capital to total exposures) of not less than 3%, where (i) core capital includespaid-in capital, capital surplus, retained earnings and hybrid Tier I capital instruments and (ii) total exposures includeon-balance sheet exposures andoff-balance sheet exposures, each as calculated in accordance with the Detailed Regulation on Supervision of the Banking Business; and

 

submit monthly reports with respect to the maintenance of these ratios.

Financial Exposure to Any Individual Customer or Major Shareholder

Under the Bank Act, subject to certain exceptions, the sum of large exposures by a bank—in other words, the total sum of its credits to single individuals, juridical persons or business groups that exceed 10% of the sum

of Tier I and Tier II capital (less any capital deductions)—generally must not exceed five times the sum of Tier I and Tier II capital (less any capital deductions). In addition, subject to certain exceptions, banks generally may not extend credit (including loans, guarantees, purchases of securities (only in the nature of a credit) and any other transactions that directly or indirectly create credit risk) in excess of 20% of the sum of Tier I and Tier II capital (less any capital deductions) to a single individual or juridical person, or grant credit in excess of 25% of the sum of Tier I and Tier II capital (less any capital deductions) to a single group of companies as defined in the Monopoly Regulations and Fair Trade Act.

The Bank Act also provides for certain restrictions on extending credits to a major shareholder. A “major shareholder” is defined as:

 

a shareholder holding (together with persons who have a special relationship with that shareholder) in excess of 10%; (or 15% in the case of regional banks) in the aggregate of the bank’s total issued and outstanding voting shares; or

 

a shareholder holding (together with persons who have a special relationship with such shareholder) in excess of 4% in the aggregate of the bank’s (excluding regional banks) total issued and outstanding voting shares of a bank (excluding shares subject to the shareholding restrictions on“non-financial business group companies” as described below), where such shareholder is the largest shareholder or has actual control over the major business affairs of the bank through, for example, appointment and dismissal of the officers pursuant to the Enforcement Decree of the Bank Act.Non-financial business group companies primarily consist of: (i) any single shareholding group whosenon-financial company assets comprise no less than 25% of its aggregate net assets; (ii) any single shareholding group whosenon-financial company assets comprise no less than ￦2 trillion in aggregate; or (iii) any investment company under the Financial Investment Services and Capital Markets Act of which any single shareholding group identified in (i) or (ii) above, owns more than 4% of the total issued and outstanding shares. See “—Supervision and Regulation—Principal Regulations Applicable to Banks—Restrictions on Bank Ownership.”

Under these restrictions, banks may not extend credits to a major shareholder (together with persons who have a special relationship with that shareholder) in an amount greater than the lesser of (x) 25% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions) and (y) the relevant major shareholders’shareholder’s shareholding ratio multiplied by the sum of the bank’s Tier I and Tier II capital (less any capital deductions). In addition, the total sum of credits granted to all major shareholders must not exceed 25% of the bank’s Tier I and Tier II capital (less any capital deductions).

Interest Rates

Korean banks generally depend on deposits as their primary funding source. Under the Act on Registration of Credit Business and Protection of Finance Users and the regulations thereunder, interest rates on loans made by registered banks in Korea to individuals or small corporations, as defined under the Framework Act on Small and Medium Enterprises, may not exceed 24% per annum. Historically, interest rates on deposits and lending were regulated by the Monetary Policy Committee. There are no controls on deposit interest rates in Korea, except for the prohibition on interest payments on current account deposits.

Lending to Small- andMedium-Sized Enterprises

In order to obtain funding from the Bank of Korea at concessionary rates for their small- andmedium-sized enterprise loans, banks are required to allocate a certain minimum percentage of any quarterly increase in their Won currency lending to small- andmedium-sized enterprises. Currently, this minimum percentage is 45% in the

case of nationwide banks and 60% in the case of regional banks. If a bank does not comply with this requirement, the Bank of Korea may:

 

require the bank to prepay all or a portion of funds provided to that bank in support of loans to small- andmedium-sized enterprises; or

 

lower the bank’s credit limit.

Disclosure of Management Performance

For the purpose of protecting depositors and investors in commercial banks, the Financial Services Commission requires commercial banks to publicly disclose certain material matters, including:

 

financial condition and profit and loss of the bank and its subsidiaries;

 

fund raising by the bank and the appropriation of such funds;

 

any sanctions levied on the bank under the Bank Act or any corrective measures or sanctions under the Law on Improvement of Structure of Financial Industry; and

 

except as may otherwise have been disclosed by a bank or its financial holding company listed on the KRX KOSPI Market in accordance with the Financial Investment Services and Capital Markets Act, occurrence of any of the following events or any other event as prescribed by the applicable regulations:

 

 (i)

loans bearing no profit made to a single business group in an amount exceeding 10% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions) as of the end of the previous month (where the loan exposure to that borrower is calculated pursuant to the criteria under the Detailed Regulation on the Supervision of the Banking Business), unless the loan exposure to that group is not more than ￦4 billion; and

 

 (ii)

any loss due to court judgments or similar decisions in civil proceedings in an amount exceeding 1% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions) as of the end of the previous month, unless the loss is not more than ￦1 billion.

Restrictions on Lending

Pursuant to the Bank Act and itssub-regulations,commercial banks may not provide:

 

loans directly or indirectly secured by a pledge of a bank’s own shares;

 

loans directly or indirectly to enable a natural or juridical person to buy the bank’s own shares;

 

 • 

loans to any of the bank’s officers or employees, other thande minimis loans of up to (i) ￦20 million in the case of a general loan, (ii) ￦50 million in the case of a general loan plus a housing loan or (iii) ￦60 million in the aggregate for general loans, housing loans and loans to pay damages arising from wrongful acts of employees in financial transactions;

 

credit (including loans) secured by a pledge of shares of a subsidiary corporation of the bank or to enable a natural or juridical person to buy shares of a subsidiary corporation of the bank; or

 

loans to any officers or employees of a subsidiary corporation of the bank, other than general loans of up to ￦20 million or general and housing loans of up to ￦50 million in the aggregate.

Regulations Relating to Retail Household Loans

The Financial Services Commission has implemented a number of changes in recent years to the regulations relating to retail household lending by banks. Under the currently applicable regulations:

 

as to loans secured by collateral of housing (including apartments) located nationwide, theloan-to-value ratio (the aggregate principal amount of loans secured by such collateral over the appraised value of the collateral) should not exceed 70%;

as to loans secured by collateral of housing (including apartments) located in areas of excessive investment or housing (including apartments) located in areas of high speculation, in each case as designated by the government, theloan-to-value ratio should not exceed 40%, except that thesuch maximumloan-to-value ratio should be 50% for first-home buyers,low-income households withthat (i) have an annual income of less than ￦70 million (for first home buyers,(or ￦80 million) or buyers ofmillion for first-home buyers), (ii) do not currently own any housing and (iii) are using the loan to purchaselow-price housing valued at less than ￦600 million should not exceed 50%;million;

as to any new loans secured by collateral of housing to be extended to a household, any member of which has already received one or more loans secured by the collateral of housing, the maximumloan-to-value ratio is 10% lower than the applicableloan-to-value ratio described above;

 

as to loans secured by collateral of housing (including apartments) located in areas of excessive investment or housing (including apartments) located in areas of high speculation, in each case, as designated by the government, the borrower’sdebt-to-income ratio (calculated as (i)(1) the aggregate annual total payment amount of (x) the principal of and interest on loans secured by such housing and (y) the interest on other debts of the borrower over (ii)(2) the borrower’s annual income) should not exceed 40%, except that thesuch maximumdebt-to-income ratio is 50% for first-home buyers,low-income households withthat (i) have an annual income of less than ￦70 million (for first home buyers,(or ￦80 million) or buyers ofmillion for first-home buyers), (ii) do not currently own any housing and (iii) are using the loan to purchaselow-price housing valued at less than ￦600 million should not exceed 50%;million;

 

as to any new loans secured by collateral of housing to be extended to a household, any member of which has already received one or more loans secured by collateral of housing, the maximumdebt-to-income ratio is 10% lower than the applicabledebt-to-income ratio described above;

 

as to apartments located in areas of high speculation as designated by the government, a household is permitted to have only one new loan secured by such apartment; and

 

where a household has two or more loans secured by apartments located in areas of high speculation as designated by the government, the loan with the earliest maturity date must be repaid first and the number of loans must be eventually reduced to one.

Restrictions on Investments in Property

A bank may not invest in securities set forth below in excess of 100% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions):

 

debt securities (within the meaning of paragraph (3) of Article 4 of the Financial Investment Services and Capital Markets Act) the maturity of which exceeds three years, but excluding government bonds, monetary stabilization bonds issued by the Bank of Korea and bonds within the meaning of item 2, paragraph (6) of Article 11 of the Act on the Improvement of the Structure of the Financial Industry;

 

equity securities, but excluding securities within the meaning of item 1, paragraph (6) of Article 11 of the Act on the Improvement of the Structure of the Financial Industry;

 

derivatives linked securities (within the meaning of paragraph (7) of Article 4 of the Financial Investment Services and Capital Markets Act) the maturity of which exceeds three years; and

 

beneficiary certificates, investment contracts and depositary receipts (within the meaning of paragraph (2) of Article 4 of the Financial Investment Services and Capital Markets Act) the maturity of which exceeds three years.

A bank may possess real estate property only to the extent necessary for the conduct of its business. The aggregate value of such property may not exceed 60% of the sum of the bank’s Tier I and Tier II capital (less any capital deductions). Any property that a bank acquires by exercising its rights as a secured party, or which a bank is prohibited from acquiring under the Bank Act, must be disposed of within three years, unless specified otherwise by the regulations thereunder.

Restrictions on Shareholdings in Other Companies

Under the Bank Act, a bank may not own more than 15% of shares outstanding with voting rights of another corporation, except where, among other reasons:

 

that corporation engages in a category of financial businesses set forth by the Financial Services Commission; or

 

the acquisition of shares by the bank is necessary for the corporate restructuring of such corporation and is approved by the Financial Services Commission.

In the above exceptional cases, the total investment in corporations in which the bank owns more than 15% of the outstanding shares with voting rights may not exceed (i) 20% of the sum of Tier I and Tier II capital (less any capital deductions) or (ii) 30% of the sum of Tier I and Tier II capital (less any capital deductions) where the acquisition satisfies the requirements determined by the Financial Services Commission.

The Bank Act provides that a bank using its bank accounts and its trust accounts is not permitted to acquire the shares issued by the major shareholder of such bank in excess of an amount equal to 1% of the sum of Tier I and Tier II capital (less any capital deductions).

Restrictions on Bank Ownership

Under the Bank Act, a single shareholder and persons who have a special relationship with that shareholder generally may acquire beneficial ownership of no more than 10% of a nationwide bank’s total issued and outstanding shares with voting rights and no more than 15% of a regional bank’s total issued and outstanding shares with voting rights. The Korean government, the KDIC and bank holding companies qualifying under the Financial Holding Company Act are not subject to this limit. However, pursuant to an amendment to the Bank Act which became effective on February 14, 2014,non-financial business group companies may not acquire beneficial ownership of shares of a nationwide bank in excess of 4% of that bank’s outstanding voting shares (or 15% in the case of a regional bank), of that bank’s outstanding voting shares, unless they satisfy certain requirements set forth by the Enforcement Decree of the Bank Act, obtain the approval of the Financial Services Commission and agree not to exercise voting rights in respect of shares in excess of the 4% limit (or the 15% limit in the case of a regional bank), in which case they may acquire beneficial ownership of up to 10% of a nationwide bank’s outstanding voting shares. Such amendment grants an exception fornon-financial business group companies which, at the time of the enactment of the amended provisions, held more than 4% of the shares of a bank.

“Non-financial business group companies” as defined under the Bank Act include:

(1)

any same shareholder group with aggregate net assets of allnon-financial business companies belonging to such group of not less than 25% of the aggregate net assets of all members of such group;

(2)

any same shareholder group with aggregate assets of allnon-financial business companies belonging to such group of not less than ￦2 trillion;

(3)

any mutual fund in which a same shareholder group identified in item (1) or (2) above beneficially owns and/or exercises the voting rights of more than 4% of the total issued and outstanding voting shares of such mutual fund;

(4)

any private equity fund with (a) a person falling under any of items (1) through (3) above as a limited partner holding not less than 10% of the total amount of contributions to the private equity fund, or (b) a person falling under any of items (1) through (3) above as a general partner, or (c) the total equity of the private equity fund acquired by each affiliate belonging to several enterprise groups subject to the limitation on mutual investment being 30% or more of the total amount of contributions to the private equity fund; or

(5)

any investment purpose company in which a private equity fund falling under item (4) above acquires or holds shares in excess of 4% of the shares or equity of such company or exercises de facto control over significant managerial matters of such company through appointment or dismissal of executives or in any other manner.

In addition, if a foreign investor, as defined in the Foreign Investment Promotion Act, owns in excess of 4% of a nationwide bank’s outstanding voting shares,non-financial business group companies may acquire beneficial ownership of up to 10% of that bank’s outstanding voting shares (or 15% in the case of a regional bank), of that bank’s outstanding voting shares, and in excess of 10% (or 15% in the case of a regional bank), 25% or 33% of that bank’s outstanding voting shares with the approval of the Financial Services Commission, in each instance, up to the number of shares owned by the foreign investor. Any other person (whether a Korean national or a foreign investor), with the exception ofnon-financial business group companies described above, may acquire no more than 10% of a nationwide bank’s total voting shares issued and outstanding, unless they obtain approval from the Financial Services Commission in each instance where the total holding will exceed 10% (or 15% in the case of regional banks), 25% or 33% of the bank’s total voting shares issued and outstanding provided that, in addition to the foregoing threshold shareholding ratios, the Financial Services Commission may, at its discretion, designate a separate and additional threshold shareholding ratio.

Deposit Insurance System

The Depositor Protection Act provides insurance for certain deposits of banks in Korea through a deposit insurance system. Under the Depositor Protection Act, all banks governed by the Bank Act are required to pay an insurance premium to the KDIC on a quarterly basis, and the rate is determined under the Enforcement Decree to the Depositor Protection Act. If the KDIC makes a payment on an insured amount, it will acquire the depositors’ claims with respect to that payment amount. The KDIC insures a maximum of ￦50 million per individual for deposits and interest in a single financial institution, regardless of when the deposits were made and the size of the deposits. Certain banks governed by the Bank Act, including us, are also required by the Deposit Insurance Act to pay a special contribution of 0.025% of average deposits for each quarter as repayment of the governmental funding provided to such banks in the wake of the financial crisis in Korea in the late 1990s. The Depositor Protection Act requires such special contribution to be paid until 2027.

Restrictions on Foreign Exchange Position

Under the Korean Foreign Exchange Transaction Law, each of a bank’s net overpurchased and oversold positions may not exceed 50% of its shareholder’s equity as of the end of the prior month.

Laws and Regulations Governing Other Business Activities

A bank must register with the Ministry of Economy and Finance to enter the foreign exchange business, which is governed by the Foreign Exchange Transaction Act of Korea. A bank must obtain the permission of the Financial Services Commission to enter the securities business, which is governed by regulations under the Financial Investment Services and Capital Markets Act. Under these laws, a bank may engage in the foreign exchange business, securities repurchase business, governmental/public bond underwriting business and governmental bond dealing business.

Regulations on Trust Business

A bank must obtain approval from the Financial Services Commission to engage in trust businesses. The Trust Act and the Financial Investment Services and Capital Markets Act govern the trust activities of banks, and they are subject to various legal and accounting procedures and requirements, including the following:

 

under the Trust Act, assets accepted in trust by a bank in Korea must be segregated from other assets in the accounts of that bank; and

 

depositors and other general creditors cannot obtain or assert claims against the assets comprising the trust accounts in the event the bank is liquidated orwound-up.

The bank must make a special reserve of 25% or more of fees from each unspecified money trust account for which a bank guarantees the principal amount and a fixed rate of interest until the total reserve for that account equals 5% of the trust amount. Since January 1999, the Korean government has prohibited Korean banks from offering new guaranteed fixed rate trust account products whose principal and interest are guaranteed.

Under the Financial Investment Services and Capital Markets Act, which became effective in February 2009, a bank with a trust business license (such as us)Woori Bank) is permitted to offer both specified money trust account products and unspecified money trust account products. Previously, banks were not permitted to offer unspecified money trust account products pursuant to the Indirect Investment Asset Management Act, which is no longer in effect following the effectiveness of the Financial Investment Services and Capital Markets Act. Due to the changes in applicable regulations, new sales of pension saving trusts, a form of unspecified money trust account product, have been suspended starting in January 2018. Transactions involving existing pension saving trusts, however, are still permitted.

Regulations on Credit Card Business

General

In order to enter the credit card business, a company must obtain a license from the Financial Services Commission. Credit card businesses are governed by the Specialized Credit Financial Business Act, which sets forth specific requirements with respect to the credit card business as well as generally prohibiting unsound business practices relating to the credit card business which may infringe on the rights of credit card holders or negatively affect the soundness of the credit card industry. Credit card companies, including our wholly-owned subsidiary, Woori Card, are regulated by the Financial Services Commission and the Financial Supervisory Service.

Disclosure and Reports

Under the Specialized Credit Financial Business Act and the regulations thereunder, a credit card company is required to disclose on a periodic andon-going basis certain material matters and events. In addition, a credit card company must submit its businessperiodic reports with respect to its results of operations to the Governor of the Financial Supervisory Service, within one month fromin accordance with the endguidelines of each quarter for quarterly reports and within 10 days from the end of each month for monthly reports.Financial Supervisory Service.

Restrictions on Funding

Under the Specialized Credit Financial Business Act and the regulations thereunder, a credit card company must ensure that its total assets do not exceed an amount equal to six times its equity capital and that the ratio of

its adjusted equity capital to its adjusted total assets is not less than 8%8.0%. However, if a credit card company is unable to comply with such limit upon the occurrence of unavoidable events, such as drastic changes in the domestic and global financial markets, such limit may be adjusted through a resolution of the Financial Services Commission.

Risk of Loss Due to Lost, Stolen, Forged or Altered Credit Cards

Under the Specialized Credit Financial Business Act, a credit card company is liable for any loss arising from the unauthorized use of credit cards or debit cards after it has received notice from the holder of the loss or theft of the card. A credit card company is also responsible for any losses resulting from the use of forged or altered credit cards, debit cards andpre-paid cards. A credit card company may, however, transfer all or part of this latter risk of loss to holders of credit card in the event of willful misconduct or gross negligence by holders of credit card if the terms and conditions of the agreement entered between the credit card company and members of such cards specifically provide for that transfer.

For these purposes, disclosure of a customer’s password that is made intentionally or through gross negligence, or the transfer of or giving as collateral of the credit card or debit card, is considered willful misconduct or gross negligence. However, a disclosure of a cardholder’s password that is made under irresistible force or threat to cardholder or his/her relatives’ life or health will not be deemed as willful misconduct or negligence of the cardholder.

Each credit card company must institute appropriate measures to fulfill these obligations, such as establishing provisions, purchasing insurance or joining a cooperative association.

Pursuant to the Enforcement Decree to the Specialized Credit Financial Business Act, a credit card company will be liable for any losses arising from loss or theft of a credit card (which was not from the holder’s willful misconduct or negligence) during the period beginning 60 days before the notice by the holder to the credit card company.

Pursuant to the Specialized Credit Financial Business Act, the Financial Services Commission may either restrict the limit or take other necessary measures against the credit card company with respect to such matters as the maximum limits on the amount per credit card, details of credit card terms and conditions, management of credit card merchants and collection of claims, including the following:

 

maximum limits for cash advances on credit cards;

 

use restrictions on debit cards with respect to per day or per transaction usage;

 

aggregate issuance limits and maximum limits on the amount per card onpre-paid cards; and

 

other matters prescribed by the Enforcement Decree to the Specialized Credit Financial Business Act.

Lending Ratio in Ancillary Business

Pursuant to the Enforcement Decree to the Specialized Credit Financial Business Act, a credit card company must maintain an aggregate quarterly average outstanding lending balance to credit cardholders (including cash advances and credit card loans, but excluding restructured loans) no greater than the sum of (i) its aggregate quarterly average outstanding credit card balance arising from the purchase of goods and services and (ii) the aggregate quarterly debit card transaction volume.

Issuance of New Cards and Solicitation of New Cardholders

The Enforcement Decree to the Specialized Credit Financial Business Act establishes the conditions under which a credit card company may issue new cards and solicit new members. New credit cards may be issued only to the following persons:

 

persons who are at least 19 years old when they apply for a credit card;

 

persons whose capability to pay bills as they come due has been verified using standards established by the credit card company; and

in the case of minors who are 18 years old, persons who submit documents evidencing employment as of the date of the credit card application, such as an employment certificate, or persons for whom the issuance of a credit card is necessitated by governmental policies, such as financial aid.

In addition, a credit card company may not solicit credit card members by:

 

providing economic benefits or promising to provide economic benefits in excess of 10% of the annual credit card fee (in the case of credit cards with annual fees that are less than the average of the annual fees charged by the major credit cards in Korea, the annual fee will be deemed to be equal to such average annual fee) in connection with issuing a credit card; provided, however, that providing or promising economic benefits to provide economic benefits not exceeding the amount of the annual credit card fee to an applicant that becomes a credit card member through an online platform is permissible;

 

soliciting applicants on roads, public places or along corridors used by the general public;

 

soliciting applicants through visits, except those visits made upon prior consent and visits to a business area;

 

soliciting applicants through the Internet without verifying whether the applicant is who he or she purports to be, by means of a certified digital signature under the Digital Signature Act; and

 

soliciting applicants through pyramid sales methods.

Compliance Rules on Collection of Receivable Claims

Pursuant to Supervisory Regulation on the Specialized Credit Financial Business, a credit card company may not:

 

exert violence or threaten violence;

inform a related party (a guarantor of the debtor, blood relative or fiancée(e) of the debtor, a person living in the same household as the debtor or a person working in the same workplace as the debtor) of the debtorsdebtor’s obligations without just cause;

 

provide false information relating to the debtor’s obligation to the debtor or his or her related parties;

 

threaten to sue or sue the debtor for fraud despite lack of affirmative evidence to establish that the debtor has submitted forged or false documentation with respect to his/his or her ability to make payment;

 

visit or telephone the debtor during late evening hours (between the hours of 9:00 p.m. and 8:00 a.m.); and

 

utilize other uncustomary methods to collect the receivables that interfere with the privacy or the peace in the workplace of the debtor or his or her related parties.

Regulations on Class Actions Regarding Securities

The Law on Class Actions Regarding Securities was enacted as of January 20, 2004 and last amended on May 28, 2013. The Law on Class Actions Regarding Securities governs class actions suits instituted by one or more representative plaintiff(s) on behalf of 50 or more persons who claim to have been damaged in a capital markets transaction involving securities issued by a listed company in Korea.

Applicable causes of action with respect to such suits include:

 

claims for damages caused by misleading information contained in a securities statement;

 

claims for damages caused by the filing of a misleading business report, semi-annual report, or quarterly report;

 

claims for damages caused by insider trading or market manipulation; and

 

claims instituted against auditors for damages caused by accounting irregularities.

Any such class action may be instituted upon approval from the presiding court and the outcome of such class action will have a binding effect on all potential plaintiffs who have not joined the action, with the exception of those who have filed an opt out notice with such court.

Regulations on Financial Investment Business

General

The Financial Investment Services and Capital Markets Act, which became effective in February 2009, regulates and governs the financial investment business in Korea. The entities that regulate and supervise financial investment companies are the Financial Services Commission, the Financial Supervisory Service and the Securities and Futures Commission.

Under the Financial Investment Services and Capital Markets Act, a company must obtain a license from the Financial Services Commission to commence a financial investment business such as a brokerage business, a dealing business or an underwriting business, or register with the Financial Services Commission to commence a financial investment business such as an investment advisory business or a discretionary investment management business. A bank is permitted to engage in certain types of financial investment business as specified under the Enforcement Decree of the Bank Act. Prior to commencing a financial investment business, a bank must file a report with the Financial Services Commission and apply for a license pursuant to the Financial Investment Services and Capital Markets Act.

Consolidation of Capital Markets-Related Laws

Prior to the effectiveness of the Financial Investment Services and Capital Markets Act, there were separate laws regulating various types of financial institutions depending on the type of financial institution (e.g.,

securities companies, futures companies, trust business companies and asset management companies) and subjecting financial institutions to different licensing and ongoing regulatory requirements (e.g., the Korean Securities Exchange Act, the Futures Business Act and the Indirect Investment Asset Management Business Act). By applying one uniform set of rules to the same financial business having the same economic function, the Financial Investment Services and Capital Markets Act attempts to improve and address issues caused by the previous regulatory system under which the same economic function relating to capital markets-related businesses wasare governed by multiple regulations. To this end, the Financial Investment Services and Capital Markets Act categorizes capital markets-related businesses into six different functions:functions, as follows:

 

dealing, trading and underwriting of “financial investment products” (as defined below);

 

brokerage of financial investment products;

 

establishment of collective investment schemes and the management thereof;

 

investment advice;

 

discretionary investment management; and

 

trusts (together with the five businesses set forth above, the “Financial Investment Businesses”).

Accordingly, all financial businesses relating to financial investment products have been reclassified as one or more of the Financial Investment Businesses described above, and financial institutions are subject to the regulations applicable to their relevant Financial Investment Businesses, regardless of the type of the financial institution. For example, under the Financial Investment Services and Capital Markets Act, derivative businesses conducted by former securities companies and future companies will be subject to the same regulations.

Banking and insurance businesses are not subject to the Financial Investment Services and Capital Markets Act and will continue to be regulated under separate laws. However, they may become subject to the Financial Investment Services and Capital Markets Act if their activities involve any financial investment businesses requiring a license pursuant to the Financial Investment Services and Capital Markets Act.

Comprehensive Definition of Financial Investment Products

In an effort to encompass the various types of securities and derivative products available in the capital markets, the Financial Investment Services and Capital Markets Act sets forth a comprehensive term “financial investment products,”��� defined to mean all financial products with a risk of loss in the invested amount (in contrast to “deposits,” which are financial products for which the invested amount is protected or preserved). Financial investment products are classified into two major categories: (i) “securities” (financial investment products in which the risk of loss is limited to the invested amount) and (ii) “derivatives” (financial investment products in which the risk of loss may exceed the invested amount). As a result of the general and broad definition of financial investment products, a variety of financial products may be defined as a financial investment product, which would enable Financial Investment Companies (defined below) to handle a broader range of financial products. Under the Financial Investment Services and Capital Markets Act, entities formerly licensed as securities companies, asset management companies, futures companies and other entities engaging in any Financial Investment Business are classified as “Financial Investment Companies.”

New License System and the Conversion of Existing Licenses

Under the Financial Investment Services and Capital Markets Act, Financial Investment Companies are able to choose the type of Financial Investment Business in which to engage (through a “check the box” method set forth in the relevant license application), by specifying the desired (i) Financial Investment Business, (ii) financial investment product and (iii) target customers to which financial investment products may be sold or distributed (that is, general investors or professional investors). Licenses will be issued under the specific businesssub-categories described in the foregoing sentence. For example, it would be possible for a Financial Investment Company to obtain a license to engage in the Financial Investment Business of (i) dealing (ii) over the counter derivatives products or (iii) only with sophisticated investors.

Financial institutions that engage in business activities constituting a Financial Investment Business are required to take certain steps, such as renewal of their license or registration, in order to continue engaging in such business activities. Financial institutions that are not licensed Financial Investment Companies are not permitted to engage in any Financial Investment Business, subject to the following exceptions: (i) banks and insurance companies are permitted to engage in certain categories of Financial Investment Businesses for a period not exceeding six months commencing on the effective date of the Financial Investment Services and Capital Markets Act; and (ii) other financial institutions that engaged in any Financial Investment Business prior to the effective date of the Financial Investment Services and Capital Markets Act (whether in the form of a concurrent business or an incidental business) are permitted to continue such Financial Investment Business for a period not exceeding six months commencing on the effective date of the Financial Investment Services and Capital Markets Act.

Expanded Business Scope of Financial Investment Companies

Under the previous regulatory regime in Korea, it was difficult for a financial institution to explore a new line of business or expand upon its existing line of business. For example, previously a financial institution licensed as a securities company generally was not permitted to engage in the asset management business. In contrast, under the Financial Investment Services and Capital Markets Act, pursuant to the integration of its current businesses involving financial investment products into a single Financial Investment Business, a licensed Financial Investment Company is permitted to engage in all types of Financial Investment Businesses, subject to satisfying relevant regulations (for example, maintaining an adequate “Chinese Wall,” to the extent required). As to incidental businesses (that is, a financial related business which is not a Financial Investment Business), the Financial Investment Services and Capital Markets Act generally allows a Financial Investment Company to freely engage in such incidental businesses by shifting away from the previous positive-list system towards a more comprehensive system. In addition, a Financial Investment Company is permitted to (i) outsource marketing activities by contracting “introducing brokers” that are individuals but not employees of the Financial Investment Company, (ii) engage in foreign exchange businesses related to their Financial Investment Business and (iii) participate in the settlement network, pursuant to an agreement among the settlement network participants.

Improvement in Investor Protection Mechanism

While the Financial Investment Services and Capital Markets Act widens the scope of financial businesses in which financial institutions are permitted to engage, a more rigorous investor-protection mechanism is also imposed upon Financial Investment Companies dealing in financial investment products. The Financial Investment Services and Capital Markets Act distinguishes general investors from sophisticated investors and provides new or enhanced protections to general investors. For instance, the Financial Investment Services and Capital Markets Act expressly provides for a strict know-your-customer rule for general investors and imposes an obligation that Financial Investment Companies should market financial investment products suitable to each general investor, using written explanatory materials. Under the Financial Investment Services and Capital Markets Act, a Financial Investment Company could be liable if a general investor proves (i) damage or losses relating to such general investor’s investment in financial investment products solicited by such Financial Investment Company and (ii) the absence of the requisite written explanatory materials, without having to prove fault or causation. With respect to any conflicts of interest between Financial Investment Companies and investors, the Financial Investment Services and Capital Markets Act expressly requires (i) disclosure of any conflict of interest to investors and (ii) mitigation of conflicts of interest to a comfortable level or abstention from the relevant transaction.

Other Changes to Securities / Fund Regulations

The Financial Investment Services and Capital Markets Act changed various securities regulations including those relating to public disclosure, insider trading and proxy contests, which were previously governed by the Korean Securities Exchange Act. For example, the 5% and 10% reporting obligations under the Korean

Securities Exchange Act have become more stringent. The Indirect Investment and Asset Management Business Act strictly limited the kind of vehicles that could be utilized under a collective investment scheme, restricting the range of potential vehicles to trusts and corporations, and the type of funds that can be used for investments. However, under the Financial Investment Services and Capital Markets Act, these restrictions have been significantly liberalized, permitting all vehicles that may be created under Korean law, such as limited liability companies or partnerships, to be used for the purpose of collective investments and allowing investment funds to be more flexible as to their investments.

Act on the Corporate Governance of Financial Companies

The Act on the Corporate Governance of Financial Companies, which became effective on August 1, 2016, was enacted to address the need for strengthened regulations on corporate governance of financial institutions and to serve as a uniform set of regulations on corporate governance matters applicable to financial institutions across a variety of industry sectors. It contains several key measures, including (i) eligibility requirements for officers of financial institutions and standards for determining whether officers of financial institutions may hold concurrent positions in other companies, (ii) standards for composition and operation of the board of directors of financial institutions, (iii) standards for establishment, composition and operation of various committees of the board of directors of financial institutions, (iv) regulations on internal control and risk management, (v) requirements and procedures for the approval of a change of major shareholders and (vi) special regulations to protect the rights of minority shareholders of financial institutions.

Item 4.C.

Organizational Structure

The following chart provides an overview of our structure, including our significant subsidiaries and our ownership of such subsidiaries as of the date of this annual report:

 

LOGOLOGO

The following table provides summary information for our subsidiaries (other than structured companies) that are consolidated in our consolidated financial statements as of and for the year ended December 31, 2018:2019:

 

Subsidiary

  Percentage of
Ownership		  Total Assets   Shareholders’
Equity		   Operating
Revenue		   Net
Income		 
   (in millions of Won) 

Woori Card Co., Ltd.

   100.0%  ￦ 9,987,057   ￦ 1,681,964   ￦ 1,371,301   ￦ 114,767 

Woori Investment Bank Co., Ltd.

   59.8%   2,682,660    315,242    205,446    25,552 

Woori FIS Co., Ltd.

   100.0%   96,260    32,849    271,651    2,840 

Woori Finance Research Institute Co., Ltd.

   100.0%   3,891    3,332    4,708    7 

Woori Credit Information Co., Ltd.

   100.0%   34,921    28,535    36,883    1,657 

Woori Fund Service Co., Ltd.

   100.0%   14,448    13,008    10,052    1,597 

Woori Private Equity Asset Management Co., Ltd.

   100.0%   38,820    37,381    1,713    (2,794) 

Korea BTL Infrastructure Fund

   99.9%   777,437    777,138    29,760    26,057 

Woori America Bank

   100.0%   2,182,454    304,337    90,975    20,510 

Woori Bank (China) Limited

   100.0%   5,470,927    517,113    366,973    21,879 

PT Bank Woori Saudara Indonesia 1906, Tbk

   79.9%   2,355,975    502,207    192,719    40,385 

AO Woori Bank

   100.0%   305,521    49,261    19,433    5,163 

Banco Woori Bank do Brasil S.A.

   100.0%   179,130    29,984    13,971    1,262 

Woori Global Market Asia Limited

   100.0%   517,627    121,411    18,748    5,144 

WB Finance Co., Ltd.

   100.0%   268,794    43,139    24,310    2,421 

Woori Bank Europe

   100.0%   58,399    58,088    5    (5,959) 

Woori Finance Myanmar Co., Ltd.

   100.0%   19,340    12,454    4,496    640 

Woori Finance Cambodia PLC.

   100.0%   93,239    22,106    11,038    2,826 

Wealth Development Bank Corp.

   51.0%   218,134    33,789    13,668    80 

Woori Bank Vietnam Limited

   100.0%   954,580    234,026    48,716    10,710 

Subsidiary

  Percentage of
Ownership		  Total Assets   Shareholders’
Equity		   Operating
Revenue		   Net
Income		 
   (in millions of Won) 

Woori Bank

   100.0%  ￦348,181,658   ￦22,655,090   ￦22,240,947   ￦1,505,547 

Woori Card Co., Ltd.

   100.0%   10,087,342    1,788,167    1,368,234    114,196 

Woori Investment Bank Co., Ltd.

   59.8%   3,398,960    367,338    204,655    53,358 

Woori FIS Co., Ltd.

   100.0%   91,079    35,967    244,923    3,107 

Woori Finance Research Institute Co., Ltd.

   100.0%   5,447    3,448    5,452    160 

Woori Credit Information Co., Ltd.

   100.0%   37,872    29,924    39,118    1,698 

Woori Fund Service Co., Ltd.

   100.0%   16,852    14,743    11,071    1,735 

Woori Asset Trust Co., Ltd.

   67.2%   139,839    94,429    —    — 

Woori Asset Management Corp.

   73.0%   113,037    106,736  �� 9,204    1,720 

Woori Private Equity Asset Management Co., Ltd.

   100.0%   38,243    35,258    4,152    (2,087) 

Woori Global Asset Management Co., Ltd

   100%   32,807    29,577    3,588    (1,360) 

Item 4.D.

Property, Plants and Equipment

Our registered office and corporate headquarters, with a total area of approximately 97,222 square meters, are located at 51,Sogong-ro, Jung-gu, Seoul, Korea. Information regarding certain of our properties in Korea as of December 31, 20182019 is presented in the following table:

 

Type of Facility/Building

  

Location

  Area 
      (square meters) 

Woori Bank registered office and corporate headquarters

  51,Sogong-ro,Jung-gu, Seoul, Korea 04632   97,222 

Woori FIS registered office and corporate headquarters

  17, World Cupbuk-ro60-gil,Mapo-gu, Seoul, Korea 03921   37,442 

As of December 31, 2018,2019, we had a network of 877874 banking branches in Korea, 230233 of which are housed in buildings owned by us, while the remaining branches are leased properties. Lease terms are generally from two to three years and seldom exceed five years. We also have subsidiaries in the United States, China, Hong Kong, Russia, Indonesia, Cambodia, Brazil, Myanmar, the Philippines, Vietnam and Germany and branches, agencies and representative offices across the world. See “Item 4.B. Business Overview—Capital Markets Activities—International Banking.” We do not own any material properties outside of Korea.

TheAs of December 31, 2019, the net book value of all the properties owned by us asand ourright-of-use assets was ￦2,898 billion and ￦467 billion, respectively. As of December 31, 2018 was ￦2,441the same date, our lease liabilities amounted to ￦419 billion.

 

Item 4A.

UNRESOLVED STAFF COMMENTS

We do not have any unresolved comments from the U.S. Securities and Exchange Commission staff regarding our periodic reports under the Exchange Act.

Item 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

Item 5.A.

Operating Results

Overview

The following discussion is based on our consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB. The consolidated financial statements include the accounts of subsidiaries over which substantive control is exercised through either majority ownership of voting stock and/or other means. Investments in joint ventures and associates (which are companies over which we have the ability to exercise significant influence) are accounted for by the equity method of accounting and are reported in investments in joint ventures and associates.

Trends in the Korean Economy

Our financial position and results of operations have been and will continue to be significantly affected by financial and economic conditions in Korea. Substantial growth in lending in Korea tosmall- andmedium-sized enterprises in recent years, and financial difficulties experienced by such enterprises as a result of, among other things, adverse changes in economic conditions in Korea and globally (such as the ongoingCOVID-19 pandemic affecting many countries worldwide, including Korea), may lead to increasing delinquencies and a deterioration in overall asset quality in the credit exposures of Korean banks tosmall- andmedium-sized enterprises. Our loans tosmall- andmedium-sized enterprises increased from ￦74,906 billion as of December 31, 2017 to ￦79,371 billion as of December 31, 2018.2018 to ￦85,367 billion as of December 31, 2019. In 2018,2019, we recordedcharge-offs of ￦199￦185 billion in respect of ourWon-denominated loans tosmall- andmedium-sized enterprises, compared tocharge-offs of ￦325￦199 billion in 2017.2018. See “Item 3.D. Risk Factors—Risks relating to our corporate credit portfolio—The largest portion of our exposure is tosmall- andmedium-sized enterprises, and financial difficulties experienced by companies in this segment may result in a deterioration of our asset quality and have an adverse impact on us.”

In recent years, commercial banks, consumer finance companies and other financial institutions in Korea have also made significant investments and engaged in aggressive marketing in consumer lending (including mortgage and home equity loans), leading to substantially increased competition in this segment. From the second half of 2016 to 2018,2019, the Korean government introduced various measures to tighten regulations on mortgage lending and housing subscription in response to the rapid growth in consumer debt and concerns over speculative investments in real estate in certain areas. Notwithstanding such measures, demand for residential property in certain areas, including Seoul, has continued to increase through the end of 2019, and accompanied by an increase in the prices of such property, our consumer loan portfolio increased from ￦109,290￦117,096 billion as of December 31, 20172018 to ￦117,095￦124,003 billion as of December 31, 2018.2019. Nevertheless, a decrease in housing prices as a result of the implementation of such measures, together with the high level of consumer debt and rising interest rate levels,deteriorating domestic and global economic conditions, could result in declines in consumer spending and reduced economic growth, which may lead to increasing delinquencies and a deterioration in asset quality. In 2018,2019, we recordedcharge-offs of ￦217 billion and provisions for credit losses of ￦163 billion in respect of our consumer loan portfolio,compared tocharge-offs of ￦204 billion and provisions for credit losses of ￦192 billion in respect of our consumer loan portfolio,compared tocharge-offs of ￦147 billion and provisions for credit losses of ￦152 billion in 2017.2018. See “Item 3.D. Risk Factors—Risks relating to our consumer credit portfolio.”

The Korean economy is closely tied to, and is affected by developments in, the global economy. The overall prospects for the Korean and global economy in 20192020 and beyond remain uncertain. In recent years, and in 2020, the global financial markets have experienced significant volatility as a result of, among other things:

the occurrence of severe health epidemics, such as the ongoingCOVID-19 pandemic;

interest rate fluctuations as well as changes in policy rates by the U.S. Federal Reserve and other central banks;

financial and social difficulties affecting many countries worldwide, in particular in Latin America and Europe;

 

a deterioration in economic and trade relations between the United States and its major trading partners, including China;

 

uncertainty regardingescalations in trade protectionism globally and geopolitical tensions in East Asia and the timing and method of the United Kingdom’s exit from the European Union, or Brexit;

financial and social difficulties affecting many countries worldwide, in particular in Latin America and Europe;Middle East;

 

the slowdown of economic growth in China and other major emerging market economies;

interest rate fluctuations as well asincreased uncertainties resulting from the possibility of further increases in policy rates byUnited Kingdom’s exit from the U.S. Federal Reserve and other central banks;European Union; and

 

political and social instability in various countries in the Middle East, including Syria, Iraq and Egypt.

In light of the high level of interdependence of the global economy, unfavorable changes in the global financial markets, including as a result of any of the foregoing developments, could have a material adverse effect on the Korean economy and financial markets, and in turn on our business, financial condition and results of operations.

In particular, the recent global outbreak ofCOVID-19, which was declared a “pandemic” by The World Health Organization on March 11, 2020, has led to global economic and financial disruptions, including impact on international trade and business activities, sharp declines and significant volatility in the financial markets as well as decreases in interest rates worldwide. See “Item 3.D. Risk Factors—Other risks relating to our business—The recent global outbreak ofCOVID-19 may adversely affect our business, financial condition or results of operations” and “Item 3.D. Risk Factors—Other risks relating to our business—An increase in interest rates would decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which could adversely affect us.”

We are also exposed to adverse changes and volatility in the global and Korean financial markets as a result of our liabilities and assets denominated in foreign currencies and our holdings of trading and investment securities, including structured products. The value of the Won relative to major foreign currencies in general and the U.S. dollar in particular has fluctuated widely in recent years.years and has recently been subject to significant volatility as a result of theCOVID-19 pandemic. A depreciation of the Won will increase our cost of servicing our foreigncurrency-denominated debt, while continued exchange rate volatility may also result in foreign

exchange losses for us. Furthermore, as a result of changingthe deterioration of global and Korean economic conditions, there has been volatility indownward pressure on securities prices, including the stock prices of Korean and foreign companies in which we hold an interest. Such volatility hasdevelopments have resulted in and may lead to further trading and valuation losses on our trading and investment securities portfolio as well as impairment losses on our investments in joint ventures and associates.

As a result of uncertainprogressively deteriorating conditions in the Korean and global economies and financial markets, as well as factors such as fluctuations in oil and commodity prices, interest and exchange rate fluctuations, higher unemployment, lower consumer confidence, stock market volatility, potential tightening ofchanges in fiscal and monetary policies and continued tensions with North Korea, the economic outlook for the financial services sector in Korea in 20192020 and for the foreseeable future remains highly uncertain.

Changes in Accounting Policies

IFRS 16Leases, which is effective for annual periods beginning on or after January 1, 2019, introduces a single lessee accounting model generally requiring a lessee to recognize assets and liabilities for leases. Under IFRS 16, which replaces IAS 17Leases, a lessee is required to recognize aright-of-use asset representing the lessee’s right to use the underlying leased asset and a lease liability representing the lessee’s obligation to make lease payments. We have applied IFRS 16 in our consolidated financial statements as of and for the year ended December 31, 2019. As permitted by the transition rules of IFRS 16, our comparative consolidated financial statements as of and for the years ended December 31, 2017 and 2018 have not been restated to retroactively apply IFRS 16.

For further information regarding these and other changes to our accounting policies and their effect on our consolidated financial statements, see Note2-(1) of the notes to our consolidated financial statements included elsewhere in this annual report.

Changes in Securities Values, Exchange Rates and Interest Rates

Fluctuations of exchange rates, interest rates and stock prices affect, among other things, the demand for our products and services, the value of and rate of return on our assets, the availability and cost of funding and the financial condition of our customers. The following table shows, for the dates indicated, the stock price index of all equities listed on the KRX KOSPI Market as published in the KOSPI, the Won to U.S. dollar exchange rates and benchmark Won borrowing interest rates.

 

 June 30,
2014		 Dec. 31,
2014		 June 30,
2015		 Dec. 31,
2015		 June 30,
2016		 Dec. 31,
2016		 June 30,
2017		 Dec. 31,
2017		 June 30,
2018		 Dec. 31,
2018		  June 30,
2015		 Dec. 31,
2015		 June 30,
2016		 Dec. 31,
2016		 June 30,
2017		 Dec. 31,
2017		 June 30,
2018		 Dec. 31,
2018		 June 30,
2019		 Dec. 31,
2019		 

KOSPI

 2,002.21  1,915.59  2,074.20  1,961.31  1,970.35  2,026.46  2,391.79  2,467.49  2,326.13  2,041.04  2,074.20  1,961.31  1,970.35  2,026.46  2,391.79  2,467.49  2,326.13  2,041.04  2,130.62  2,197.67 

￦/US$ exchange rates(1)

 ￦1,011.60  ￦1,090.89  ￦1,117.34  ￦1,169.26  ￦1,154.15  ￦1,203.73  ￦1,143.75  ￦1,067.42  ￦1,111.79  ￦1,112.85  ￦1,117.34  ￦1,169.26  ￦1,154.15  ￦1,203.73  ￦1,143.75  ￦1,067.42  ￦1,111.79  ￦1,112.85  ￦1,154.58  ￦1,155.46 

Corporate bond rates(2)

 3.4%  2.8%  2.5%  2.6%  2.3%  2.8%  2.8%  3.1%  2.9%  2.6%  2.5%  2.6%  2.3%  2.8%  2.8%  3.1%  2.9%  2.6%  2.0%  2.0% 

Treasury bond rates(3)

 2.6%  2.1%  1.8%  1.7%  1.3%  1.6%  1.7%  2.1%  2.1%  1.8%  1.8%  1.7%  1.3%  1.6%  1.7%  2.1%  2.1%  1.8%  1.5%  1.4% 

 

(1)

Represents the noon buying rate on the dates indicated.

(2)

Measured by the yield onthree-year Korean corporate bonds rated as A+ by the Korean credit rating agencies.

(3)

Measured by the yield onthree-year treasury bonds issued by the Ministry of StrategyEconomy and Finance of Korea.

Changes in Accounting Standards

IFRS 9Financial Instruments, issued by the International Accounting Standard Board in July 2014, is a new accounting standard aimed at improving and simplifying the accounting treatment of financial instruments and is effective for annual periods beginning on or after January 1, 2018. IFRS 9 replaces IAS 39 Financial Instruments: Recognition and Measurement and requires all financial assets to be classified and measured on the basis of an entity’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. A new impairment model is introduced which requires recording of allowance for credit losses based on expected credit losses instead of incurred losses (as was the case under IAS 39), and recognition of any subsequent changes in expected credit losses in profit or loss. Also, hedge accounting rules are amended to allow more hedging instruments and hedged items to qualify for hedge accounting. The impact on our financial statements due to the application of IFRS 9 depends on judgments made by us in applying the new standard, the nature of financial instruments held by us and macroeconomic variables.

We have applied IFRS 9 in our consolidated financial statements as of and for the year ended December 31, 2018. As permitted by the transition rules of IFRS 9, our comparative consolidated financial statements as of and for the years ended December 31, 2016 and 2017 have not been restated to retroactively apply IFRS 9.

The classification of financial assets in accordance with IAS 39 and IFRS 9 as of January 1, 2018 is as follows:

Account

  

Classification according to IAS 39

   

Classification according to IFRS 9

 
   (in billions of Won)   (in billions of Won) 

Deposit

  

Loans and receivables

  ￦8,871   

Loans and other financial assets at amortized cost

  ￦8,871 

Deposit

  

Financial assets at fair value through profit or loss

   26   

Financial assets at fair value through profit or loss

   26 

Debt securities

  

Financial assets at fair value through profit or loss

   2,654   

Financial assets at fair value through profit or loss(1)

   2,654 

Equity securities

  

Financial assets at fair value through profit or loss

   47   

Financial assets at fair value through profit or loss(1)

   47 

Derivatives

  

Financial assets at fair value through profit or loss

   3,116   

Financial assets at fair value through profit or loss(1)

   3,114 

Equity securities

  

Available-for-sale financial assets

  

 

1,274

 

  

Financial assets at fair value through profit or loss(1)

   1,275 

Equity securities

  

Available-for-sale financial assets

  

 

850

 

  

Financial assets at fair value through other comprehensive income

   850 

Debt securities

  

Available-for-sale financial assets

  

 

47

 

  

Financial assets at fair value through profit or loss

   47 

Debt securities

  

Available-for-sale financial assets

  

 

12,874

 

  

Financial assets at fair value through other comprehensive income

   12,874 

Debt securities

  

Available-for-sale financial assets

   308   

Securities at amortized cost

   322 

Debt securities

  

Held-to-maturity financial assets

   16,749   

Securities at amortized cost

   16,749 

Loans

  

Loans and receivables

   279   

Financial assets at fair value through profit or loss(1)

   280 

Loans

  

Loans and receivables

   253,014   

Loans and other financial assets at amortized cost

   253,014 

Derivatives

  

Derivatives

   60   

Derivatives

   60 

Other financial assets

  

Loans and receivables

   6,772   

Loans and other financial assets at amortized cost

   6,772 
    

 

 

     

 

 

 

Total financial assets

  ￦306,941     ￦306,955 
    

 

 

     

 

 

 

(1)

Under IAS 39, the embedded derivatives of hybrid financial instruments were accounted for as derivatives assets or liabilities if the criteria for separation of the embedded derivatives were met and the rest of the host contracts in those instruments were recorded asavailable-for-sale financial assets or loans and receivables. Since IFRS 9 requires financial instruments be accounted for based on the terms of the entire financial instrument, hybrid financial assets are revalued and recorded as financial assets at fair value through profit or loss.

For additional information regarding IFRS 9 and the impact of its application to our consolidated financial statements, see Note2-(1)-1) of the notes to our consolidated financial statements.

Among other things, the application of IFRS 9 resulted in aone-off increase of ￦308 billion in our allowance for credit losses and provision for guarantees and loan commitments in the opening balances as of January 1, 2018 for our consolidated statement of financial position. The application of IFRS 9 may continue to

result in higher impairment loss allowances that are recognized earlier, on a forward-looking basis and on a broader scope of financial instruments than was the case under IAS 39. In addition, the move from incurred to expected credit losses will have the potential to impact our performance under stressed economic conditions. Measurement requires increased complexity in our impairment modeling as it involves a greater degree of management judgment with respect to forward-looking information. We expect that impairment charges will tend to be more volatile as a result.

Critical Accounting Policies

The notes to our consolidated financial statements contain a summary of our significant accounting policies, including a discussion of recently issued accounting pronouncements. Certain of these policies are critical to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. We discuss these critical accounting policies below.

Impairment of Loans and Allowance for Credit Losses

We evaluate our portfolio of loans and other financial assets at amortized cost (or loans and receivables) for impairment on an ongoing basis. We have established an allowance for credit losses, which is available to absorb

losses in our portfolio of loans and other financial assets at amortized cost (or loans and receivables). If we believe that additions or changes to the allowance for credit losses are required, we record provisions for credit losses (as part of our impairment loss for credit loss), which are treated as charges against current income. Loan exposures that we deem to be uncollectible, including actual loan losses, net of recoveries of previouslywritten-off amounts, are charged directly against the allowance for credit losses.

We have established our allowance for credit losses as of December 31, 2018 and 2019 in accordance with IFRS 9 and as of December 31, 2016 and 2017 in accordance with IAS 39. See “—Overview—Changes in Accounting Standards.”Note2-(1)-3) of the notes to our consolidated financial statements.

Our accounting policies under IFRS 9 for losses arising from the impairment of loans and other financial assets at amortized cost and our allowance for credit loss are described in Notes2-(9)-6) and3-(3) of the notes to our consolidated financial statements. The new impairment model under IFRS 9 requires the calculation of allowance for credit losses based on expected credit losses instead of incurred credit losses (as was the case under IAS 39) by assessing changes in expected credit losses and recognizing such changes as impairment loss (or reversal of impairment loss) in profit or loss. Under IFRS 9, the allowance required to be established with respect to a loan or financial asset is the amount of the expected12-month credit loss or the expected lifetime credit loss for the applicable loan or financial asset, according to the three stages of credit risk deterioration since initial recognition, as follows:

 

Stage 1 (loans and other financial assets at amortized cost for which credit risk has not significantly increased since initial recognition): the allowance for credit losses must cover expected credit losses due to possible defaults on the relevant loan or financial asset within a12-month period from the reporting date.

 

Stage 2 (loans and other financial assets at amortized cost for which credit risk has significantly increased since initial recognition): the allowance for credit losses must cover expected credit losses from all possible defaults during the expected lifetime of the relevant loan or financial asset.

 

Stage 3 (credit-impaired loans and other financial assets at amortized cost): the allowance for credit losses must cover expected credit losses from all possible defaults during the expected lifetime of the relevant loan or financial asset.

At the end of every reporting period, we evaluate whether the credit risk with respect to our loans and other financial assets at amortized cost, after taking into account forward-looking information, has significantly increased since the date of their initial recognition. When evaluating whether credit risk has significantly increased, we take into account changes in the probability of default over the remaining life of a loan or financial

asset, rather than changes in the amount of expected credit losses relating thereto. We distinguish between corporate and retail exposures in performing such evaluation, and consider factors such as the following as indicators of a significant increase in credit risk:

 

the asset quality classification of the loan or financial asset is “precautionary” or lower;

 

payments on the loan or financial asset are more than 30 days past due;

 

there has been a significant decrease in the borrower’s credit rating;

 

in the case of a corporate borrower, the borrower is subject to a warning under an early warning system; or

 

in the case of a corporate borrower, the borrower is experiencing financial difficulties (as evidenced by factors such as a capital impairment or an adverse opinion or a disclaimer of opinion by its external auditors).

In establishing our allowance for credit losses, we take into account information available as of the relevant reporting date regarding past events, current economic conditions and forecasts of future economic conditions. The probability of default and expected loss with respect to loans and other financial assets at amortized cost are calculated by considering factors such as borrower type, credit rating and applicable portfolio. In addition, in

measuring expected credit loss, we seek to use reasonable and supportable macroeconomic indicators such as economic growth rates, interest rates and stock market index levels in forecasting future economic conditions.

Our consolidated financial statements for the year ended December 31, 20182019 included a total allowance for losses on loans and other financial assets at amortized cost of ￦1,851￦1,657 billion as of that date. We recorded provisions for credit losses on loans and other financial assets at amortized cost of ￦415￦386 billion in 2018.2019.

We believe that the accounting estimates related to impairment of loans and other financial assets at amortized cost (or loans and receivables) and our allowance for credit losses are a “critical accounting policy” because: (1) they are highly susceptible to change from period to period based on our estimates of expected credit and losses relating to our loan portfolio; and (2) any significant difference between expected credit losses on loans and other financial assets at amortized cost (or loans and receivables), as reflected in our allowance for credit losses, and actual losses on loans and other financial assets at amortized cost (or loans and receivables) could require us to record additional provisions for credit losses or charge-offs which, if significant, could have a material impact on our profit. Our estimates of expected credit losses require significant management judgment regarding matters such as the significance of changes in credit risk and probability of default since initial recognition. Actual losses have fluctuated in the past and are expected to continue to do so, based on a variety of factors.

Valuation of Financial Assets and Liabilities

Our accounting policy for determining the fair value of financial assets and liabilities is described in NotesNotes 2-(9)-5),3-(2) and 11 of the notes to our consolidated financial statements.

The best evidence of fair value is a quoted price in an actively traded market. In the event that the market for a financial asset or liability is not active, a valuation technique is used. The majority of valuation techniques employ only observable market data and, as such, the reliability of the fair value measurement is high. However, certain financial instruments are valued on the basis of valuation techniques that feature one or more significant market inputs that are unobservable. Valuation techniques that rely to a greater extent on unobservable inputs require a higher level of management judgment to calculate a fair value than those based wholly on observable inputs.

Valuation techniques used to calculate fair values are discussed in Notes2-(9)-5) and 11 of the notes to our consolidated financial statements. The main assumptions and estimates which our management considers when applying a model with valuation techniques are:

 

The likelihood and expected timing of future cash flows on the instrument. These cash flows are usually governed by the terms of the instrument, although judgment may be required when the ability of the counterparty to service the instrument in accordance with the contractual terms is in doubt. Future cash flows may be sensitive to changes in market rates.

counterparty to service the instrument in accordance with the contractual terms is in doubt. Future cash flows may be sensitive to changes in market rates.

 

Selecting an appropriate discount rate for the instrument. The determination of this rate is based on an assessment of what a market participant would regard as the appropriate spread of the rate for the instrument over the appropriaterisk-free rate.

 

Judgment to determine what model to use to calculate fair value in areas where the choice of valuation model is particularly subjective (for example, valuation of complex derivative products).

The financial instruments carried at fair value have been categorized under the three levels of the IFRS fair value hierarchy as follows:

 

Level 1: Quoted prices in active markets for identical assets or liabilities.

 

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities.

 

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is amarket-based measure considered from the perspective of a market participant. As such, even when market assumptions are not readily available, our own assumptions are intended to reflect those that market participants would use in pricing the asset or liability at the measurement date.

Our consolidated financial statements for the year ended December 31, 20182019 included financial assets measured at fair value using a valuation technique of ￦21,568￦32,724 billion, representing 89.0%91.1% of total financial assets measured at fair value, and financial liabilities measured at fair value using a valuation technique of ￦2,305￦2,933 billion, representing 98.7%98.9% of total financial liabilities measured at fair value. As used herein, the fair value using a valuation technique means the fair value at Level 2 and Level 3 in the fair value hierarchy.

We believe that the accounting estimates related to the determination of the fair value of financial instruments are a “critical accounting policy” because: (1) they may be highly susceptible to change from period to period based on factors beyond our control; and (2) any significant difference between our estimate of the fair value of these financial instruments on any particular date and either their estimated fair value on a different date or the actual proceeds that we receive upon sale of these financial instruments could result in valuation losses or losses on disposal which may have a material impact on our profit. Our assumptions about the fair value of financial instruments we hold require significant judgment because actual valuations have fluctuated in the past and are expected to continue to do so, based on a variety of factors.

Deferred Tax Assets

Our accounting policy for the recognition of deferred tax assets is described in Notes2-(22) and3-(1) of the notes to our consolidated financial statements.

The recognition of deferred tax assets relies on an assessment of the probability and sufficiency of future taxable profits, future reversals of existing taxable temporary differences and ongoing tax planning strategies.

We recognize deferred tax assets and liabilities for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, unused tax losses and unused tax credits. Deferred tax assets are recognized only to the extent it is probable that sufficient taxable profit will be available against which those deductible temporary differences, unused tax losses or unused tax credits can be utilized. This assessment requires significant management judgment and assumptions. In determining the amount of deferred tax assets, we use forecasted operating results, which are based on historical financial performance, approved business plans, including a review of the eligiblecarry-forward periods, available tax planning opportunities and other relevant considerations.

Our consolidated financial statements for the year ended December 31, 20182019 included deferred tax assets and liabilities of ￦60￦40 billion and ￦18￦134 billion, respectively, as of that date.

We believe that the estimates related to our recognition and measurement of deferred tax assets are a “critical accounting policy” because: (1) they may be highly susceptible to change from period to period based on our assumptions regarding our future profitability; and (2) any significant difference between our estimates of future profits on any particular date and estimates of such future profits on a different date could result in an income tax expense or benefit which may have a material impact on our net income from period to period. Our assumptions about our future profitability require significant judgment and are inherently subjective.

Goodwill

Our accounting policy for goodwill is described in Note2-(13) of the notes to our consolidated financial statements.

Goodwill is recognized as the excess of (i) the sum of the consideration transferred and the amount of anynon-controlling interest in the acquiree over (ii) the net of theacquisition-date fair value of the identifiable assets acquired and the liabilities assumed. If the net amount of theacquisition-date fair value of the identifiable assets

acquired and the liabilities assumed exceeds the sum of the consideration transferred and the amount of anynon-controlling interest in the acquiree, such excess is recognized as a gain as of the acquisition date.

Goodwill is not depreciated and is stated at cost less accumulated impairment losses. However, goodwill that forms part of the carrying amount of an investment in an associate or a joint venture is not separately recognized and an impairment loss recognized is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment in the associate or the joint venture.

The review of goodwill impairment reflects our management’s best estimate of the certain factors. For example:

 

The future cash flows of the cash generating units, or CGUs, are sensitive to the cash flows projected for the periods for which detailed forecasts are available and to assumptions regarding thelong-term pattern of sustainable cash flows thereafter. Forecasts are compared with actual performance and verifiable economic data, but they necessarily and appropriately reflect our management’s view of future business prospects at the time of the assessment.

 

The rates used to discount future expected cash flows are based on the costs of capital assigned to individual CGUs and can have a significant effect on their valuation. The cost of capital percentage is generally derived from a Capital Asset Pricing Model, which incorporates inputs reflecting a number of financial and economic variables, including therisk-free interest rate in the country concerned and a premium for the inherent risk of the business being evaluated. These variables are subject to fluctuations in external market rates and economic conditions beyond our control and therefore require the exercise of significant judgment and are consequently subject to uncertainty.

A decline in a CGU’s expected cash flows or an increase in its cost of capital reduces the CGU’s estimated recoverable amount. If this is lower than the carrying value of the CGU, a charge for impairment of goodwill is recognized in the statement of comprehensive income for the year.

The accuracy of forecast cash flows is subject to a high degree of uncertainty in volatile market conditions. In such market conditions, our management retests goodwill for impairment more frequently than once a year to ensure that the assumptions on which the cash flow forecasts are based continue to reflect current market conditions and management’s best estimate of future business prospects.

Our consolidated financial statements for the year ended December 31, 20182019 included the value of goodwill of ￦154￦351 billion as of that date.

We believe that the accounting estimates related to the fair values of our acquired goodwill are a “critical accounting policy” because: (1) they may be highly susceptible to change from period to period since they

require assumptions about future cash flows,run-off rates and profitability; and (2) any significant changes in our estimates from period to period could result in the recognition of impairment losses which may have a material impact on our net income. Our assumptions about estimated future cash flows,run-off rates and profitability require significant judgment and the fair values of the goodwill could fluctuate in the future, based on a variety of factors.

Defined Benefit Obligations

Our accounting policy for the recognition of defined benefit obligations is described in Notes2-(21) and3-(4) of the notes to our consolidated financial statements.

We operate both defined contribution and defined benefit pension plans for our employees. Contributions to the defined contribution plan are recognized as employee benefit expenses in the period in which an employee has rendered services entitling them to the contributions. For defined benefit pension 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, which comprises 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 our statement of financial position with a charge or credit recognized in other comprehensive income in the period in which it occurs.

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 and past service costs, as well as gains and losses on curtailments and settlements), net interest expense (income) and remeasurement. We present 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 defined benefit obligations recognized in our consolidated statement of financial position represent the actual deficit or surplus in our 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. Liabilities for termination benefits are recognized at the earlier of either (i) when we are not able to cancel our proposal for termination benefits, or (ii) when we have recognized the cost of restructuring that accompanies the payment of termination benefits.

We believe that the estimates related to our recognition of defined benefit obligations are a “critical accounting policy” because: (1) they may be highly susceptible to change from period to period because they require us to make assumptions about discount rates, future wage growth rates, retirement rates and mortality rates; and (2) any significant remeasurement of net defined benefit obligations may have a material impact on our other comprehensive income and retained earnings. Our actuarial assumptions require significant judgment due to the complexities involved in the valuation of our defined benefit obligations and theirlong-term nature.

For an analysis of the sensitivity of our defined benefit obligations to changes in actuarial assumptions, see Note 24 of the notes to our consolidated financial statements.

Results of Operations

Net Interest Income

The following table shows, for the periodsyears indicated, the principal components of our interest income:

 

  Year ended December 31, Percentage change   Year ended December 31, Percentage change 
  2016 2017 2018 2017/2016 2018/2017   2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Interest income

            

Financial assets at fair value through profit or loss (IFRS 9)

  ￦—  ￦—  ￦54  N/A(1)  N/A   ￦—  ￦54  ￦51  N/A(1)  (5.6)% 

Financial assets at fair value through profit or loss (IAS 39)

   63  53   —  (15.9)%  N/A    53   —   —  N/A  N/A 

Financial assets at fair value through other comprehensive income

   —   —  280  N/A  N/A    —  280  475  N/A  69.6 

Available-for-sale financial assets

   340  239   —  (29.7)  N/A    239   —   —  N/A  N/A 

Held-to-maturity financial assets

   360  308   —  (14.4)  N/A    308   —   —  N/A  N/A 

Financial assets at amortized cost:

            

Securities at amortized cost

   —   —  377  N/A  N/A    —  377  436  N/A  15.6 

Loans and other financial assets at amortized cost:

            

Interest on due from banks

   —   —  113  N/A  N/A    —  113  141  N/A  24.8 

Interest on loans

   —   —  8,832  N/A  N/A    —  8,832  9,444  N/A  6.9 

Interest on other receivables

   —   —  28  N/A  N/A    —  28  30  N/A  7.1 
  

 

  

 

  

 

     

 

  

 

  

 

   

Subtotal

   —   —  9,350  N/A  N/A    —  9,350  10,051  N/A  7.5 

Loans and receivables:

            

Interest on due from banks

   75  83   —  10.7  N/A    83   —   —  N/A  N/A 

Interest on loans

   7,635  7,836   —  2.6  N/A    7,836   —   —  N/A  N/A 

Interest on other receivables

   39  31   —  (20.5)  N/A    31   —   —  N/A  N/A 
  

 

  

 

  

 

     

 

  

 

  

 

   

Subtotal

   7,749  7,950   —  2.6  N/A    7,950   —   —  N/A  N/A 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total interest income

   8,512  8,551  9,684  0.5  13.2%    8,551  9,684  10,577  13.2  9.2 
  

 

  

 

  

 

     

 

  

 

  

 

   

Interest expense

            

Deposits

   2,547  2,380  2,917  (6.6)  22.6    2,380  2,917  3,424  22.6  17.4 

Borrowings

   215  238  307  10.7  29.0    238  307  383  29.0  24.8 

Debentures

   619  639  720  3.2  12.7    639  720  777  12.7  7.9 

Others

   111  73  89  (34.2)  21.9    73  89  89  21.9  0.0 

Lease liabilities

   —   —  9  N/A  N/A 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total interest expense

   3,492  3,330  4,033  (4.6)  21.1    3,330  4,033  4,683  21.1  16.1 
  

 

  

 

  

 

     

 

  

 

  

 

   

Net interest income

  ￦5,020  ￦5,221  ￦5,651  4.0%  8.2%   ￦5,221  ￦5,651  ￦5,894  8.2  4.3 
  

 

  

 

  

 

     

 

  

 

  

 

   

Net interest margin(2)

   1.71%  1.74%  1.80%      1.74%  1.80%  1.74%   

 

(1)

N/A = not applicable.

(2)

The ratio of net interest income to averageinterest-earning assets.

Comparison of 2019 to 2018

Interest Income.  Interest income increased 9.2% from ￦9,684 billion in 2018 to ￦10,577 billion in 2019, primarily due to a 6.9% increase in interest on loans. The average balance of interest-earning assets increased 7.9% from ￦314,642 billion in 2018 to ￦339,634 in 2019, principally due to the growth of our loan and securities portfolios. The effect of this increase was enhanced by a 3 basis point increase in the average yield on interest-earning assets from 3.08% in 2018 to 3.11% in 2019, which reflected an overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

The 6.9% increase in interest on loans from ￦8,832 billion in 2018 to ￦9,444 billion in 2019 was principally due to:

a 6.5% increase in the average volume of general purpose household loans (including home equity loans) from ￦67,042 billion in 2018 to ￦71,413 billion in 2019, which was enhanced by a 15 basis point increase in the average yield on such loans from 3.95% in 2018 to 4.10% in 2019;

a 5.8% increase in the average volume of commercial and industrial loans from ￦104,269 billion in 2018 to ￦110,291 billion in 2019, which was partially offset by a 3 basis point decrease in the average yield on such loans from 3.30% in 2018 to 3.27% in 2019; and

a 10.0% increase in the average volume of mortgage loans from ￦48,445 billion in 2018 to ￦53,296 billion in 2019. The average yield on such loans remained stable at 3.22% in 2018 and 2019.

The average volumes of general purpose household loans, commercial and industrial loans and mortgage loans increased primarily due to increased demand for such loans from customers. The average yield on general purpose household loans increased mainly due to the overall increase in the general level of interest rates in Korea in 2019 compared to 2018. The average yield on commercial and industrial loans decreased mainly due to a decrease in the general level of interest rates in Korea commencing in the second half of 2019, which was reflected in such loans earlier than other types of loans. See “Item 3.D. Risk Factors—Other risks relating to our business—An increase in interest rates would decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which could adversely affect us.”

Overall, the average volume of loans increased 5.1% from ￦250,266 billion in 2018 to ￦263,121 billion in 2019, while the average yield on loans increased by 6 basis points from 3.53% in 2018 to 3.59% in 2019.

Our financial assets portfolio consists primarily of investment financial assets (i.e., financial assets at fair value through other comprehensive income and securities at amortized cost), a majority of which comprise debt securities, including those issued by Korean financial institutions, corporations and government-owned or controlled enterprises. Interest income on financial assets at fair value through other comprehensive income increased 69.6% from ￦280 billion in 2018 to ￦475 billion in 2019, while interest income on securities at amortized cost increased 15.6% from ￦377 billion in 2018 to ￦436 billion in 2019. Such increases were primarily due to a 34.5% increase in the average balance of such investment financial assets from ￦32,404 billion in 2018 to ￦43,568 billion in 2019, which was further enhanced by a 6 basis point increase in the average yield on such investment financial assets from 2.03% in 2018 to 2.09% in 2019. The increase in the average balance of investment financial assets principally reflected an increase in the amount of financial institution bonds that we held as investment financial assets. The increase in the average yield on investment financial assets resulted mainly from the overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

Interest Expense.  Interest expense increased 16.1% from ￦4,033 billion in 2018 to ￦4,683 billion in 2019, primarily due to a 17.4% increase in interest expense on deposits, which was enhanced by a 24.8% increase in interest expense on borrowings and a 7.9% increase in interest expense on debentures. The average balance of interest-bearing liabilities increased 7.9% from ￦300,174 billion in 2018 to ￦323,855 billion in 2019, principally due to an increase in the average balance of deposits. The effect of this increase was enhanced by an 11 basis point increase in the average cost of interest-bearing liabilities from 1.34% in 2018 to 1.45% in 2019, which mainly reflected the overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

The 17.4% increase in interest expense on deposits from ￦2,917 billion in 2018 to ￦3,424 billion in 2019 resulted mainly from:

a 10 basis point increase in the average cost ofWon-denominated time and savings deposits from 1.23% in 2018 to 1.33% in 2019, which was enhanced by a 7.6% increase in the average balance of such deposits from ￦196,806 billion in 2018 to ￦211,732 billion in 2019; and

a 31 basis point increase in the average cost of other deposits (other thanWon-denominated demand deposits, time and savings deposits and certificates of deposit) from 1.31% in 2018 to 1.63% in 2019, which was enhanced by a 10.2% increase in the average balance of such deposits from ￦26,254 billion in 2018 to ￦28,930 billion in 2019.

The increases in the average cost ofWon-denominated time and savings deposits and other deposits were primarily attributable to the overall increase in the general level of interest rates in Korea in 2019 compared to 2018 as well as our efforts to increase the proportion of deposits compared to loans and the competition in connection therewith, while the increases in the average volume of such deposits mainly reflected such efforts as well as customers’ continuing preference forlow-risk products and institutions in Korea in light of the continuing uncertainty in financial markets in 2019.

Overall, the average cost of deposits increased by 12 basis points from 1.23% in 2018 to 1.35% in 2019, while the average volume of deposits increased 7.2% from ￦236,663 billion in 2018 to ￦253,635 billion in 2019.

The 24.8% increase in interest expense on borrowings from ￦307 billion in 2018 to ￦383 billion in 2019 was primarily due to a 22.3% increase in the average balance of borrowings from ￦15,752 billion in 2018 to ￦19,258 billion in 2019, which was mainly attributable to our increased reliance on borrowings to meet our funding needs.Such increase was enhanced by a 4 basis point increase in the average cost of borrowings from 1.95% in 2018 to 1.99% in 2019, which mainly reflected the overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

The 7.9% increase in interest expense on debentures from ￦720 billion in 2018 to ￦777 billion in 2019 was primarily due to a 7.0% increase in the average balance of debentures from ￦27,613 billion in 2018 to ￦29,536 billion in 2019, which was mainly attributable to our increased use of debentures to meet our funding needs. Such increase was enhanced by a 2 basis point increase in the average cost of debentures from 2.61% in 2018 to 2.63% in 2019, which mainly reflected the overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

Net Interest Margin.  Net interest margin represents the ratio of net interest income to average interest-earning assets. Our overall net interest margin decreased from 1.80% in 2018 to 1.74% in 2019, as a 7.9% increase in the average balance of our interest-earning assets from ￦314,642 billion in 2018 to ￦339,634 billion in 2019 outpaced a 4.3% increase in our net interest income from ￦5,651 billion in 2018 to ￦5,894 billion in 2019. The growth in average interest-earning assets was matched by a 7.9% increase in average interest-bearing liabilities from ￦300,174 billion in 2018 to ￦323,855 billion in 2019. The increase in interest income outpaced the increase in interest expense, resulting in the increase in net interest income. The decrease in net interest margin was driven mainly by a decrease in our net interest spread, which represents the difference between the average yield on our interest-earning assets and the average cost of our interest-bearing liabilities, from 1.74% in 2018 to 1.66% in 2019. The decrease in our net interest spread reflected a larger increase in the average cost of interest-bearing liabilities between the two periods compared to the increase in the average yield on interest-earning assets, as interest rates on interest-bearing liabilities adjusted later than those on interest-earning assets in the context of a lower interest rate environment in the second half of 2019. See “Item 3.D. Risk Factors—Other risks relating to our business—An increase in interest rates would decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which could adversely affect us.”

Comparison of 2018 to 2017

Interest Income.  Interest income increased 13.2% from ￦8,551 billion in 2017 to ￦9,684 billion in 2018, primarily due to a 12.7% increase in interest on loans. The average yield on interest-earning assets increased 23 basis point from 2.85% in 2017 to 3.08% in 2018, which reflected an increase in the general level of interest rates in Korea in 2018 compared to 2017. The effect of this increase was enhanced by a 5.0% increase in average balance of interest-earning assets from ￦299,691 billion in 2017 to ￦314,642 in 2018, principally due to the growth of our loan portfolio.

A substantial majority of loans that were previously classified as “loans and receivables” under IAS 39 are classified since 2018 as “loans and other financial assets at amortized cost,” which is part of “financial assets at amortized cost,” under IFRS 9, while a small portion of loans that were previously classified as “loans and receivables” under IAS 39 are classified since 2018 as “financial assets at fair value through profit or loss” under IFRS 9. See “—Overview—Changes in Accounting Standards.” The 12.7% increase in interest on loans from ￦7,836 billion in 2017 to ￦8,832 billion in 2018 was principally due to:

 

a 51 basis point increase in the average yield on general purpose household loans (including home equity loans) from 3.44% in 2017 to 3.95% in 2018, which was enhanced by a 0.9% increase in the average volume of such loans from ￦66,420 billion in 2017 to ￦67,042 billion in 2018;

 

a 9.4% increase in the average volume of commercial and industrial loans from ￦95,349 billion in 2017 to ￦104,269 billion in 2018, which was enhanced by a 1 basis point increase in the average yield on such loans from 3.29% in 2017 to 3.30% in 2018; and

 

a 26 basis point increase in the average yield on mortgage loans from 2.96% in 2017 to 3.22% in 2018, which was enhanced by a 1.9% increase in the average volume of such loans from ￦47,545 billion in 2017 to ￦48,445 billion in 2018.

The average yields on general purpose household loans, commercial and industrial loans and mortgage loans increased mainly due to the increase in the general level of interest rates in Korea in 2018 compared to 2017.The average volumes of general purpose household loans, commercial and industrial loans and mortgage loans increased primarily due to increased demand from borrowers in anticipation of further increases in the general level of interest rates in Korea.

Overall, the average yield on loans increased by 23 basis points from 3.30% in 2017 to 3.53% in 2018, while the average volume of loans increased 5.4% from ￦237,340 billion in 2017 to ￦250,260￦250,266 billion in 2018.

Our debt securities portfolio consists primarily of debt securities held for investment (as opposed to trading) purposes, including those issued by KoreanInvestment financial institutions, corporations and government-owned or—controlled enterprises. Investment debt securitiesassets that were previously classified as“held-to-maturity financial assets” under IAS 39 are classified since 2018 as “securities at amortized cost,” which is part of “financial assets at amortized cost,” under IFRS 9. A substantial majority of investment debt securitiesfinancial assets that were previously classified as“available-for-sale financial assets” under IAS 39 are classified since 2018 as “financial assets at fair value through other comprehensive income” under IFRS 9, while a small portion of investment debt securitiesfinancial assets that were previously classified as“available-for-sale financial assets” under IAS 39 are classified since 2018 as either “securities at amortized cost” or “financial assets at fair value through profit or loss” under IFRS 9. See “—Overview—ChangesNote2-(1)-3)-a) of the notes to our consolidated financial statements included elsewhere in Accounting Standards.”this annual report. Interest income on investment debt securitiesfinancial assets classified in 2018 as either securities at amortized cost or financial assets at fair value through other comprehensive income, as compared to interest income on investment debt securitiesfinancial assets classified in 2017 as eitherheld-to-maturity oravailable-for-sale financial assets, increased 19.9% from ￦548 billion in 2017 to ￦657 billion in 2018. Such increase was primarily due to a 36 basis point increase in the average yield on such investment debt securitiesfinancial assets from 1.67% in 2017 to 2.03% in 2018, which was partially offset by a 1.5% decrease in the average balance of such investment debt securitiesfinancial assets from ￦32,881 billion in 2017 to ￦32,404 billion in 2018. The increase in the average yield on investment debt securitiesfinancial assets resulted mainly from the increase in the general level of interest rates in Korea in 2018 compared to 2017.The decrease in the average balance of investment debt securitiesfinancial assets principally reflected a decrease in the amount of financial institution bonds that we held as investment debt securities.financial assets.

Interest Expense.  Interest expense increased 21.1% from ￦3,330 billion in 2017 to ￦4,033 billion in 2018, primarily due to a 22.6% increase in interest expense on deposits, which was enhanced by a 12.7% increase in interest expense on debentures and a 29.0% increase in interest expense on borrowings. The average cost of interest-bearing liabilities increased 18 basis points from 1.16% in 2017 to 1.34% in 2018, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017. The effect of this increase was enhanced by a 4.9% increase in the average balance of interest-bearing liabilities from ￦286,164 billion in 2017 to ￦300,174 billion in 2018, principally due to an increase in the average balance of deposits.

The 22.6% increase in interest expense on deposits from ￦2,380 billion in 2017 to ￦2,917 billion in 2018 resulted mainly from:

 

a 15 basis point increase in the average cost ofWon-denominated time and savings deposits from 1.08% in 2017 to 1.23% in 2018, which was enhanced by a 5.7% increase in the average balance of such deposits from ￦186,277 billion in 2017 to ￦196,806 billion in 2018; and

 

a 32 basis point increase in the average cost of other deposits (other thanWon-denominated demand deposits, time and savings deposits and certificates of deposit) from 0.99% in 2017 to 1.31% in 2018, which was enhanced by a 7.4% increase in the average balance of such deposits from ￦24,444 billion in 2017 to ￦26,254 billion in 2018.

The increaseincreases in the average cost ofWon-denominated time and savings deposits and other deposits was primarily attributable to the increase in the general level of interest rates in Korea in 2018 compared to 2017, while the increaseincreases in the average volume of such deposits mainly reflected customers’ continuing preference forlow-risk products and institutions in Korea in light of the continuing uncertainty in financial markets in 2018.

Overall, the average cost of deposits increased by 17 basis points from 1.06% in 2017 to 1.23% in 2018, while the average volume of deposits increased 5.8% from ￦223,593 billion in 2017 to ￦236,663 billion in 2018.

The 12.7% increase in interest expense on debentures from ￦639 billion in 2017 to ￦720 billion in 2018 was primarily due to a 6.8% increase in the average balance of debentures from ￦25,865 billion in 2017 to ￦27,613 billion in 2018, which was mainly attributable to our increased use of debentures to meet our funding needs.Such increase was enhanced by a 14 basis point increase in the average cost of debentures from 2.47% in 2017 to 2.61% in 2018, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.

The 29.0% increase in interest expense on borrowings from ￦238 billion in 2017 to ￦307 billion in 2018 was primarily due to a 60 basis point increase in the average cost of borrowings from 1.35% in 2017 to 1.95% in 2018, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.The2017. The effect of such increase was offset in part by a 10.8% decrease in the average balance of borrowings from ￦17,669 billion in 2017 to ￦15,752 billion in 2018.

Net Interest Margin.  Net interest margin represents the ratio of net interest income to average interest-earning assets. Our overall net interest margin increased from 1.74% in 2017 to 1.80% in 2018, asan 8.2% increase in our net interest income from ￦5,221 billion in 2017 to ￦5,651 billion in 2018 outpaced a 5.0% increase in the average balance of our interest-earning assets from ￦299,691 billion in 2017 to ￦314,636￦314,642 billion in 2018. The growth in average interest-earning assets was largely matched by a 4.9% increase in average interest-bearing liabilities from ￦286,164 billion in 2017 to ￦300,174 billion in 2018, but the increase in interest income outpaced the increase in interest expense, resulting in the increase in net interest income. The magnitude of this increase was enhanced by an increase in our net interest spread, which represents the difference between the average yield on our interest-earning assets and the average cost of our interest-bearing liabilities, from 1.69% in 2017 to 1.74% in 2018. The increase in net interest spread resulted from a larger increase in the average yield on interest-earning assets between the two periods compared to the increase in the average cost of interest-bearing liabilities, as interest rates on interest-bearing liabilities adjusted later than those on interest-earning assets in the context of the higher interest rate environment in 2018.

Comparison of 2017 to 2016

Interest income.  Interest income increased 0.5% from ￦8,512 billion in 2016 to ￦8,551 billion in 2017, primarily as a result of a 2.6% increase in interest on loans, which was partially offset by a 21.7% decrease in interest on investment debt securities. The average balance of ourinterest-earning assets increased 1.8% from ￦294,264 billion in 2016 to ￦299,691 billion in 2017, principally due to growth in our loan portfolio as well as financial assets portfolio. The effect of this increase was partially offset by a 4 basis point decrease in the average yield on ourinterest-earning assets from 2.89% in 2016 to 2.85% in 2017, which reflected a decrease in the general level of interest rates in Korea in 2017 compared to 2016.

The 2.6% increase in interest on loans from ￦7,635 billion in 2016 to ￦7,836 billion in 2017 was primarily due to:

a 7.3% increase in the average volume of general purpose household loans from ￦61,918 billion in 2016 to ￦66,420 billion in 2017, which was enhanced by a 3 basis point increase in the average yield on such loans from 3.41% in 2016 to 3.44% in 2017; and

a 5.6% increase in the average volume of mortgage loans from ￦45,007 billion in 2016 to ￦47,545 billion in 2017, which was enhanced by a 2 basis point increase in the average yield on such loans from 2.94% in 2016 to 2.96% in 2017.

The effect of the above increases was offset in part by a 2.9% decrease in the average volume of commercial and industrial loans from ￦98,202 billion in 2016 to ￦95,349 billion in 2017, which in turn was partially offset by a 1 basis point increase in the average yield on such loans from 3.28% in 2016 to 3.29% in 2017.

The increase in the average volume of general purpose household loans and mortgage loans was primarily due to increased demand for such loans among consumers in Korea. The average yields on general purpose household loans and mortgage loans increased mainly due to an increase in interest rates for loans in Korea commencing in the second half of 2017. The decrease in the average volume of commercial and industrial loans mainly reflected a decrease in loans to certain large corporate borrowers, primarily as a result of our efforts to decrease our exposure to such borrowers and diversify our loan portfolio.

Overall, the average volume of our loans increased 1.3% from ￦234,287 billion in 2016 to ￦237,340 billion in 2017, and the average yield on our loans increased 4 basis points, from 3.26% in 2016 to 3.30% in 2017.

The 21.9% decrease in interest on investment debt securities from ￦700 billion in 2016 to ￦548 billion in 2017 was primarily due to a 56 basis point decrease in the average yield on such assets from 2.23% in 2016 to 1.67% in 2017, which was partially offset by a 4.9% increase in the average balance of such assets from ￦31,348 billion in 2016 to ￦32,881 billion in 2017. The decrease in the average yield on investment debt securities resulted mainly from the decrease in the general level of interest rates in Korea in 2017 compared to 2016. The increase in the average balance of investment debt securities principally reflected an increase in the amount of financial institution bonds that we held as investment debt securities.

Interest expense.  Interest expense decreased 4.6% from ￦3,492 billion in 2016 to ￦3,330 billion in 2017, primarily due to a 6.6% decrease in interest expense on deposits. The average balance ofinterest-bearing liabilities increased 1.9% from ￦280,732 billion in 2016 to ￦286,164 billion in 2017, principally due to an increase in the average balance of deposits and debentures. The effect of this increase was more than offset by a decrease of 8basis points in the average cost ofinterest-bearing liabilities from 1.24% in 2016 to 1.16% in 2017, which was driven mainly by a decrease in the average cost of debentures and deposits.

The 6.6% decrease in interest expense on deposits from ￦2,547 billion in 2016 to ￦2,380 billion in 2017 resulted mainly from a 7.3% decrease in interest expense onWon-denominated time and savings deposits from ￦2,166 billion in 2016 to ￦2,008 billion in 2017. The decrease in interest expense onWon-denominated time and savings deposits was mainly due to a 12 basis point decrease in the average cost of such deposits from 1.20% in 2016 to 1.08% in 2017, which was partially offset by a 2.9% increase in the average balance of such deposits from ￦181,073 billion in 2016 to ￦186,277 billion in 2017. The decrease in the average cost ofWon-denominated time and savings deposits was primarily attributable to the decrease in the general level of interest rates in Korea in 2017 compared to 2016, while the increase in the average volume of such deposits mainly reflected customers’ continuing preference forlow-risk products and institutions in Korea in light of the continuing uncertainty in financial markets in 2017.

Overall, the average volume of our deposits increased 2.7% from ￦217,696 billion in 2016 to ￦223,593 billion in 2017, while the average cost of our deposits decreased 11 basis points from 1.17% in 2016 to 1.06% in 2017.

Interest expense on debentures increased 3.2% from ￦619 billion in 2016 to ￦639 billion in 2017, primarily due to a 12.5% increase in the average balance of debentures from ￦22,988 billion in 2016 to

￦25,865 billion in 2017, which was mainly attributable to our increased use of debentures to meet our funding needs. Such increase was partially offset by a 22 basis point decrease in the average cost of debentures from 2.69% in 2016 to 2.47% in 2017, which mainly reflected the lower interest rate environment in Korea in 2017 compared to 2016.

Net interest margin.  Our overall net interest margin increased from 1.71% in 2016 to 1.74% in 2017, as a 4.0% increase in net interest income from ￦5,020 billion in 2016 to ￦5,221 billion in 2017 outpaced a 1.8% increase in the average balance of ourinterest-earning assets from ￦294,264 billion in 2016 to ￦299,691 billion in 2017. The effect of the increase in interest income was enhanced by a decrease in interest expense, resulting in an increase in net interest income, while the growth in averageinterest-earning assets was largely matched by a 1.9% increase in averageinterest-bearing liabilities from ￦280,732 billion in 2016 to ￦286,164 billion in 2017. The increase in net interest margin was driven mainly by an increase in our net interest spread from 1.65% in 2016 to 1.69% in 2017. The increase in our net interest spread reflected a larger decrease in the average cost of ourinterest-bearing liabilities, compared to the decrease in the average yield on ourinterest-earning assets from 2016 to 2017, which was primarily attributable to the earlier adjustment of interest rates oninterest-earning assets compared to interest rates oninterest-bearing liabilities in the context of an increase in the general level of interest rates in Korea commencing in the second half of 2017.

Impairment Losses Due to Credit Loss

The following table shows, for the periodsyears indicated, the components of our impairment losses due to credit loss.

 

  Year ended December 31, Percentage change   Year ended December 31, Percentage change 
  2016 2017 2018 2017 / 2016 2018 / 2017   2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Impairment loss due to credit loss on financial assets measured at fair value through other comprehensive income

  ￦—  ￦—  ￦(2)  N/A(1)  N/A   ￦—  ￦(2)  ￦(3)  N/A(1)  50.0% 

Impairment loss due to credit loss on securities at amortized cost

   —   —  (2)  N/A  N/A    —  (2)  1  N/A  N/M(2) 

Provisions for credit loss on loans and other financial assets at amortized cost

   —   —  (415)  N/A  N/A    —  (415)  (386)  N/A  (7.0) 

Provisions for credit losses

   (891)  (862)   —  (3.3)%  N/A    (862)   —   —  N/A  N/A 

Reversal of provisions on guarantees

   60  55  106  (8.3)  92.7%    55  106  4  92.7  (96.2) 

Reversal of provisions on (provisions for) unused loan commitments

   (3)  22  (17)  N/M(2)  N/M    22  (17)  9  N/M  N/M 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total impairment losses due to credit loss

  ￦(834)  ￦(785)  ￦(330)  (5.9)%  (58.0)%   ￦(785)  ￦(330)  ￦(374)  (58.0)  13.3 
  

 

  

 

  

 

     

 

  

 

  

 

   

 

(1)

N/A = not applicable.

(2)

N/M = not meaningful.

Comparison of 2019 to 2018

Our impairment losses due to credit loss increased 13.3% from ￦330 billion in 2018 to ￦374 billion in 2019, primarily due to a 96.2% decrease in reversal of provisions on guarantees from 2018 to 2019, which was offset in part by a 7.0% decrease in provisions for credit loss on loans and other financial assets at amortized cost and a change in reversal of provision on (provision for) unused loan commitments during the same period. The 96.2% decrease in reversal of provisions on guarantees from ￦106 billion in 2018 to ￦4 billion in 2019 was mainly attributable to significant reversals in 2018 caused by the improvement in the financial condition of certain corporate customers on behalf of which we had extended guarantees and loans, which were not repeated in 2019. The 7.0% decrease in provisions for credit loss on loans and other financial assets at amortized cost from ￦415 billion in 2018 to ￦386 billion in 2019 was primarily due to our efforts to improve the overall asset quality of our loan portfolio. Reversal of provision on (provision for) unused loan commitments changed from a net provision of ￦17 billion in 2018 to a net reversal of ￦9 billion in 2019, mainly reflecting our efforts to reduce unused loan commitments in 2019.

Comparison of 2018 to 2017

Our impairment losses due to credit loss decreased 58.0% from ￦785 billion in 2017 to ￦330 billion in 2018, primarily due to a 51.9% decrease in provisions for credit loss on loans and other financial assets at amortized cost in 2018 compared to provisions for credit losses in 2017, which was enhanced by a 92.7% increase in reversal of provisions on guarantees. Such impairment losses were measured under IFRS 9 in 2018, as opposed to IAS 39 in 2017, and as of January 1, 2018, we recognized in retained earnings a ￦(294) billion adjustment relating to the adoption of IFRS 9, which reflected an increase in allowances for credit losses. See “Item 4.B. Business Overview—Assets and Liabilities—Asset Quality of Loans—Loan Loss Provisioning Policy.”

The 51.9% decrease from provisions for credit losses of ￦862 billion in 2017 to provisions for credit loss on loans and other financial assets at amortized cost of ￦415 billion in 2018 was primarily due to a net reversal of loan loss allowances for corporate loans in 2018, mainly reflecting an improvement in the overall asset quality of such loans, which was partially offset by an increase in loan loss provisions for consumer loans, principally as a result of an increase in the outstanding balance of our consumer loans. The 92.7% increase in reversal of

provisions on guarantees from ￦55 billion in 2017 to ￦106 billion in 2018 was mainly attributable to an improvement in the financial condition of certain corporate customers on behalf of which we had extended guarantees.

Comparison of 2017 to 2016

Our impairment losses due to credit loss decreased 5.9% from ￦834 billion in 2016 to ￦785 billion in 2017, primarily due to a 3.3% decrease in provisions for credit losses and a reversal of provisions for loan commitments.

The 3.3% decrease in provisions for credit losses from ￦891 billion in 2016 to ￦862 billion in 2017 was mainly attributable to a reversal of provisions primarily caused bydebt-to-equity swaps of certain corporate bonds and changes in exchange rates, which was partially offset by an increase in provisions for credit losses on consumer loans.

Provisions for loan commitments changed from net provisions of ￦3 billion in 2016 to a net reversal of provisions of ￦22 billion in 2017, principally as a result of our efforts to eliminate undrawn loan commitments of corporate borrowers by monitoring the credit activity of such borrowers.

Allowance for Credit Losses

For information on our allowance for credit losses, see “Item 5.A. Operating Results—Critical Accounting Policies—Impairment of Loans and Allowance for Credit Losses” and “Item 4.B. Business Overview—Assets and Liabilities—Loan Portfolio—Allocation and Analysis of Allowances for Credit Losses.”

Corporate Loans

The following table shows, for the periodsyears indicated, certain information regarding our impaired corporate loans (including government loans and bank loans):

 

  As of December 31,   As of December 31, 
      2016         2017         2018           2017         2018         2019     

Impaired corporate loans as a percentage of total corporate loans

   1.5%  1.2%  0.7%    1.2%  0.7%  0.5% 

Allowance for credit losses for corporate loans as a percentage of total corporate loans

   1.2  1.0  0.9    1.0  0.9  0.7 

Allowance for credit losses for corporate loans as a percentage of impaired corporate loans

   80.2  82.6  120.0    82.6  120.1  136.4 

Netcharge-offs of corporate loans as a percentage of total corporate loans

   0.4  0.2  0.1    0.2  0.1  0.1 

During 2019, impaired corporate loans and allowance for credit losses for corporate loans, each as a percentage of total corporate loans, decreased primarily due to an improvement in the overall credit quality of our corporate loans. Such decrease was enhanced by an increase in the total amount of our corporate loans from ￦136,888 billion as of December 31, 2018 to ￦139,592 billion as of December 31, 2019. However, allowance for credit losses for corporate loans as a percentage of impaired corporate loans increased during 2019, as a 17.6% decrease in allowance for credit losses for corporate loans from ￦1,225 billion as of December 31, 2018 to ￦1,009 billion as of December 31, 2019 was outpaced by a 27.5% decrease in impaired corporate loans from ￦1,021 billion as of December 31, 2018 to ￦740 billion as of December 31, 2019, which was mainly attributable to an increase in corporate customers with higher credit scores and our active efforts to charge off impaired corporate loans to improve the overall quality of our corporate loan portfolio. Net charge-offs of corporate loans as a percentage of total corporate loans remained stable at 0.1% as of December 31, 2018 and 2019.

During 2018, impaired corporate loans, allowance for credit losses for corporate loans and net charge-offs, each as a percentage of total corporate loans, decreased primarily due to an improvement in the overall credit quality of our corporate loans, as well as the application of modified criteria for the determination of loan impairment under IFRS 9. Such decrease was enhanced by a slight increase in the total amount of our corporate loans from ￦136,676 billion as of December 31, 2017 to ￦136,888 billion as of December 31, 2018. However, allowance for credit losses for corporate loans as a percentage of impaired corporate loans increased during 2018, as an 11.4% decrease in allowance for credit losses for corporate loans from ￦1,383 billion as of December 31, 2017 to ￦1,225 billion as of December 31, 2018 was outpaced by a 39.0% decrease in impaired corporate loans from ￦1,674 billion as of December 31, 2017 to ￦1,021 billion as of December 31, 2018, which was mainly attributable to improved credit ratings of certain corporate borrowers and redemptions of such loans.

During 2017, impaired corporate loans, allowance for credit losses for corporate loans and net charge-offs, each as a percentage of total corporate loans, decreased due to an improvement in the overall credit quality of our

corporate loans, as well as an increase in the total amount of our corporate loans from ￦125,643 billion as of December 31, 2016 to ￦136,676 billion as of December 31, 2017. However, allowance for credit losses for corporate loans as a percentage of impaired corporate loans increased during 2017, as a 9.5% decrease in allowance for credit losses for corporate loans from ￦1,528 billion as of December 31, 2016 to ￦1,383 billion as of December 31, 2017 was outpaced by a 13.6% decrease in impaired corporate loans from ￦1,905 billion as of December 31, 2016 to ￦1,646 billion as of December 31, 2017, which was mainly attributable todebt-to-equity conversions of such loans.

Consumer Loans and Credit Card Balances

The following table shows, for the periodsyears indicated, certain information regarding our impaired loans to the consumer sector, excluding credit card balances:

 

  As of December 31,   As of December 31, 
      2016         2017         2018           2017         2018         2019     

Impaired consumer loans as a percentage of total consumer loans

   0.3%  0.3%  0.3%    0.3%  0.3%  0.3% 

Allowance for credit losses for consumer loans as a percentage of total consumer loans

   0.2  0.2  0.3    0.2  0.3  0.2 

Allowance for credit losses for consumer loans as a percentage of impaired consumer loans

   52.5  64.7  75.2    64.7  75.2  69.6 

Netcharge-offs of consumer loans as a percentage of total consumer loans

   0.1  0.1  0.1    0.1  0.1  0.1 

During 2019, impaired consumer loans and net charge-offs, each as a percentage of total consumer loans, remained stable. However, allowance for credit losses for consumer loans as a percentage of total consumer loans and as a percentage of impaired consumer loans decreased as the degree of overall impairment of our impaired consumer loans was not as severe in 2019 compared to 2018, as a 1.0% decrease in allowance for credit losses for consumer loans from ￦294 billion as of December 31, 2018 to ￦291 billion as of December 31, 2019 was enhanced by both a 5.9% increase in the total amount of our consumer loans from ￦117,095 billion as of December 31, 2018 to ￦124,003 billion as of December 31, 2019 and a 6.9% increase in impaired consumer loans from ￦391 billion as of December 31, 2018 to ￦418 billion as of December 31, 2019.

During 2018, impaired consumer loans and net charge-offs, each as a percentage of total consumer loans, remained stable. However, allowance for credit losses for consumer loans as a percentage of total consumer loans and as a percentage of impaired consumer loans increased, primarily due to aone-off increase in allowance for credit losses for consumer loans in connection with the application of IFRS 9 in the opening balances as of January 1, 2018. Such increase contributed to a 43.4% increase in the level of our allowance for credit losses for consumer loans from ￦205 billion as of December 31, 2017 to ￦294 billion as of December 31, 2018, which outpaced a 7.1% increase in total consumer loans from ￦109,290 billion as of December 31, 2017 to ￦117,095 billion as of December 31, 2018 as well as a 23.3% increase in impaired consumer loans from ￦317 billion as of December 31, 2017 to ￦391 billion as of December 31, 2018.

The following table shows, for the years indicated, certain information regarding our impaired credit card balances:

   As of December 31, 
       2017          2018          2019     

Impaired credit card balances as a percentage of total credit card balances(1)

   2.6%   2.6%   2.7% 

Allowance for credit losses for credit card balances as a percentage of total credit card balances(1)

   2.7   3.2   3.3 

Allowance for credit losses for credit card balances as a percentage of impaired credit card balances(1)

   102.2   124.4   120.2 

Netcharge-offs of credit card balances as a percentage of total credit card balances(1)

   2.6   2.3   2.6 

(1)

Includes corporate credit card balances.

During 2017,2019, impaired consumer loans,credit card balances and allowance for credit losses for consumer loans and netcharge-offs of consumer loans,credit card balances, each as a percentage of total consumer loans, remained stable.credit card balances, increased mainly due to a deterioration in the overall credit quality of our credit card portfolio. However, allowance for credit losses for consumer loanscredit card balances as a percentage of impaired consumer loans increased,credit card balances decreased, as the degree of overall impairment of our impaired consumer loans became more severe in 2017 compared to 2016, resulting in a 22.0%5.4% increase in the level of our allowance for credit losses for consumer loanscredit card balances from ￦168￦260 billion as of December 31, 20162018 to ￦205￦274 billion as of December 31, 2017, which2019 was outpaced by a 4.6%9.1% increase in impaired consumer loanscredit card balances from ￦303￦209 billion as of December 31, 20162018 to ￦317￦228 billion as of December 31, 2017.

The following table shows, for the periods indicated, certain information regarding our impaired2019. Net charge-offs of credit card balances:balances as a percentage of total credit card balances increased mainly as a result of a 19.5% increase in net charge-offs of credit card balances from

￦185 billion as of December 31, 2018 to ￦221 billion as of December 31, 2019, primarily due to the deterioration in the overall credit quality of our credit card portfolio.

   As of December 31, 
       2016          2017          2018     

Impaired credit card balances as a percentage of total credit card balances(1)

   2.3%   2.6%   2.6% 

Allowance for credit losses for credit card balances as a percentage of total credit card balances(1)

   2.3   2.7   3.2 

Allowance for credit losses for credit card balances as a percentage of impaired credit card balances(1)

   102.0   102.2   124.4 

Netcharge-offs of credit card balances as a percentage of total credit card balances(1)

   3.0   2.6   2.3 

(1)

Includes corporate credit card balances.

During 2018, while impaired credit card balances as a percentage of total credit card balances remained stable, net charge-offs of credit card balances as a percentage of total credit card balances decreased mainly as a

result of a 17.9% increase in the total amount of our credit card balances from ￦6,827 billion as of December 31, 2017 to ￦8,051 billion as of December 31, 2018. However, allowance for credit losses for credit card balances as a percentage of total credit card balances and as a percentage of impaired credit card balances increased, primarily due to aone-off increase in allowance for credit losses for credit card balances in connection with the application of IFRS 9 in the opening balances as of January 1, 2018, which contributed to a 42.9% increase in the level of our allowance for credit losses for credit card balances from ￦182 billion as of December 31, 2017 to ￦260 billion as of December 31, 2018.

During 2017, impaired credit card balances and allowance for credit losses for credit card balances, each as a percentage of total credit card balances, increased mainly due to a deterioration in the overall credit quality of our credit card portfolio, which resulted in an increase in the level of our allowance for credit losses for credit card balances from ￦155 billion as of December 31, 2016 to ￦182 billion as of December 31, 2017. Allowance for credit losses for credit card balances as a percentage of impaired credit card balances also increased as the degree of overall impairment of our impaired credit card balances became more severe in 2017 compared to 2016. Net charge-offs of credit card balances as a percentage of total credit card balances decreased mainly as a result of lower net charge-offs, as well as an increase in the total amount of our credit card balances.

Net Fees and Commissions Income

The following table shows, for the periodsyears indicated, the components of our net fees and commissions income:

 

  Year ended December 31, Percentage change   Year ended December 31, Percentage change 
  2016 2017 2018 2017/2016 2017/2018   2017 2018 2019 2017/2018 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Fees and commissions income

  ￦1,865  ￦2,069  ￦1,681  10.9%  (18.8)%   ￦2,069  ￦1,681  ￦1,709  (18.8)%  1.7% 

Fees and commissions expense

   (928)  (999)  (611)  7.7  (38.8)    (999)  (611)  (607)  (38.8)  (0.7) 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total fees and commissions income, net

  ￦937  ￦1,070  ￦1,070  14.2%  0.0%   ￦1,070  ￦1,070  ￦1,103  0.0  3.1 
  

 

  

 

  

 

     

 

  

 

  

 

   

Comparison of 2019 to 2018

Our net fees and commissions income increased 3.1% from ￦1,070 billion in 2018 to ￦1,103 billion in 2019, mainly due to a 1.7% increase in fees and commissions income from ￦1,681 billion in 2018 to ￦1,709 billion in 2019, which was enhanced by a 0.7% decrease in fees and commissions expense from ￦611 billion in 2018 to ￦607 billion in 2019.

The 1.7% increase in fees and commissions income was primarily due to a 39.4% increase in fees and commissions received on foreign exchange from ￦66 billion in 2018 to ￦92 billion in 2019, a 17.7% increase in fees and commissions received on securities business from ￦96 billion in 2018 to ￦113 billion in 2019, a 9.8% increase in fees and commissions received related to credit from ￦173 billion in 2018 to ￦190 billion in 2019 and a 13.2% increase in fees and commissions received for electronic finance from ￦121 billion in 2018 to ￦137 billion in 2019, which were offset in part by an 8.3% decrease in fees and commissions received on credit cards from ￦599 billion in 2018 to ￦549 billion in 2019. The increase in fees and commissions received on foreign exchange was primarily attributable to an increase in foreign exchange transactions due to an expansion of our overseas operations, the increase in fees and commissions received on securities business was mainly due to the expansion of our asset management business, the increase in fees and commissions received related to credit was principally due to growth in our loan portfolio, and the increase in fees and commissions received for electronic finance was mainly attributable to the expansion of our online and electronic platforms. The decrease in fees and commissions received on credit cards was mainly due to a decrease in rates on credit card commissions received from merchants in accordance with Government policy.

The 0.7% decrease in fees and commissions expense was primarily due to a 4.9% decrease in credit card commissions from ￦429 billion in 2018 to ￦408 billion in 2019, which was offset in part by an 8.6% increase in fees and commissions paid from ￦175 billion in 2018 to ￦190 billion in 2019. The decrease in credit card commissions was mainly due to a decrease in the average volume of our credit card receivables. The increase in fees and commissions paid was primarily attributable to increases in the fees and commissions paid with respect to overseas and agency-related transactions.

Comparison of 2018 to 2017

Our net fees and commissions income remained stable at ￦1,070 billion in 2017 and 2018, as an 18.8% decrease in fees and commissions income from ￦2,069 billion in 2017 to ￦1,681 billion in 2018 was offset by a 38.8% decrease in fees and commissions expense from ￦999 billion in 2017 to ￦611 billion in 2018.

The 18.8% decrease in fees and commissions income was primarily due to a 44.1% decrease in credit card fees from ￦1,072 billion in 2017 to ￦599 billion in 2018, which was mainly attributable mainly to our adoption of IFRS 15 in 2018, pursuant to which rewards and points provided to credit card users are deducted from revenue as they are considered as consideration provided to customers. As a result of such change to our accounting policies, fees and commissions received on credit cards and fees and commissions paid on credit cards were both reduced by ￦526 billion in 2018. See Note2-(1)-1)-e)(6) of the notes to our consolidated financial statements included elsewhere in this annual report.

The 38.8% decrease in fees and commissions expense was principally due to a 48.2% decrease in credit card commissions from ￦828 billion in 2017 to ￦429 billion in 2018, which was mainly attributable mainly to our adoption of IFRS 15 in 2018, as discussed above.

Comparison of 2017 to 2016

Our net fees and commissions income increased 14.2% from ￦937 billion in 2016 to ￦1,070 billion in 2017, as a 10.9% increase in fees and commissions income from ￦1,865 billion in 2016 to ￦2,069 billion in 2017 outpaced a 7.7% increase in fees and commissions expense from ￦928 billion in 2016 to ￦999 billion in 2017. The 10.9% increase in fees and commissions income was mainly the result of a 12.3% increase in credit card fees from ￦955 billion in 2016 to ￦1,072 billion in 2017, which primarily reflected an increase in the average volume of credit card receivables as well as an increase in credit card issuances. Such increase was enhanced by a 75.3% increase in other fee income from ￦93 billion in 2016 to ￦163 billion in 2017, which was

primarily attributable to an increase in fee income from trust management services. The 7.7% increase in fees and commissions expense was principally due to an 8.8% increase in credit card commissions from ￦761 billion in 2016 to ￦828 billion in 2017, which mainly reflected the increase in the average volume of credit card receivables.

For further information regarding our net fees and commissions income, see Note 3431 of the notes to our consolidated financial statements included elsewhere in this annual report.

Net Gain on Financial AssetsInstruments

The following table shows, for the periodsyears indicated, the components of our net gain on financial assets:instruments:

 

   Year ended December 31,   Percentage change 
   2016  2017  2018   2017/2016  2018/2017 
   (in billions of Won)   (%) 

Net gain on financial assets at fair value through profit or loss (IFRS 9)

  ￦—  ￦—  ￦214    N/A(2)   N/A 

Net gain (loss) on financial assets at fair value through profit or loss (IAS 39)

   114   (105)   —    N/M(3)   N/A 

Net gain on financial assets at fair value through other comprehensive income

   —   —   2    N/A   N/A 

Net gain (loss) onavailable-for-sale financial assets(1)

   (1)   193   —    N/M   N/A 

Net gain on disposals of financial assets at amortized cost

   —   —   80    N/A   N/A 
  

 

 

  

 

 

  

 

 

    

Total net gain on financial assets

  ￦113  ￦88  ￦296    (22.1)%   236.4% 
  

 

 

  

 

 

  

 

 

    
   Year ended December 31,   Percentage change 
   2017  2018   2019   2018/2017  2019/2018 
   (in billions of Won)   (%) 

Net gain on financial instruments at fair value through profit or loss (IFRS 9)

  ￦—  ￦214   ￦25    N/A(2)   (88.3)% 

Net gain (loss) on financial instruments at fair value through profit or loss (IAS 39)

   (105)   —    —    N/A   N/A 

Net gain on financial assets at fair value through other comprehensive income

   —   2    11    N/A   450.0 

Net gain (loss) onavailable-for-sale financial asset(1)

   193   —    —    N/A   N/A 

Net gain arising on disposals of financial assets at amortized cost

   —   80    102    N/A   27.5 
  

 

 

  

 

 

   

 

 

    

Total net gain on financial instruments

  ￦88  ￦296   ￦139    236.4   (53.0) 
  

 

 

  

 

 

   

 

 

    

 

(1)

Includes impairment losses onavailable-for-sale financial assets of ￦50 billion in 2016 and ￦31 billion in 2017.

(2)

N/A = not applicable.

(3)

N/M = not meaningful.

Comparison of 2019 to 2018

Our net gain on financial instruments decreased 53.0% from ￦296 billion in 2018 to ￦139 billion in 2019. This decrease was primarily attributable to an 88.3% decrease in net gain on financial instruments at fair value through profit or loss from ￦214 billion in 2018 to ￦25 billion in 2019, which was partially offset by a 27.5% increase in net gain arising on disposal of financial assets at amortized cost from ￦80 billion in 2018 to ￦102 billion in 2019.

The 88.3% decrease in net gain on financial instruments at fair value through profit or loss resulted mainly from a 70.1% decrease in gain on financial instruments at fair value through profit or loss mandatorily measured at fair value from ￦197 billion in 2018 to ￦59 billion in 2019. Such decrease was primarily attributable to an 85.0% decrease in net gain on the transaction and valuation of currency derivatives from ￦113 billion in 2018 to ￦17 billion in 2019, which was enhanced by a 127.1% increase in net loss on the transaction and valuation of interest rate derivatives from ￦48 billion in 2018 to ￦109 billion in 2019.

The 27.5% increase in net gain arising on disposals of financial assets at amortized cost was primarily attributable to a 29.1% increase in net gain arising on disposals of loans and other financial assets at amortized cost from ￦79 billion in 2018 to ￦102 billion in 2019. Such increase mainly reflected gains realized on sales of certainnon-performing project finance loans held by us in 2019.

Comparison of 2018 to 2017

Our net gain on financial assetsinstruments increased 236.4% from ￦88 billion in 2017 to ￦296 billion in 2018. This increase was primarily attributable to a change in net gain (loss) on financial instruments at fair value through profit or loss from a net loss of ￦105 billion in 2017 to a net gain of ￦214 billion in 2018. Financial instruments at fair value through profit or loss under IFRS 9 include all financial instruments at fair value through profit or loss that were classified as such under IAS 39 in 2017 as well as certain other financial instruments that were classified asavailable-for-sale financial assets and loans and receivables under IAS 39 in 2017. See “—Overview—ChangesNote2-(1)-1)-a) of the notes to our consolidated financial statements included elsewhere in Accounting Standards.”this annual report. The effect of such change was partially offset by a 99.0% decrease in net gain onavailable-for-sale financial assets of ￦193 billion in 2017 compared to net gain on financial assets at fair value through other comprehensive income of ￦2 billion in 2018.

The change in net gain (loss) on financial instruments at fair value through profit or loss from a net loss to a net gain was principally the result of a significant increase in net gain on financial instruments held for trading of ￦6 billion in 2017 compared to net gain on financial instruments at fair value through profit or loss mandatorily measured at fair value of ￦197 billion in 2018, which was enhanced by a change to a net gain on financial instruments at fair value through profit or loss designated as upon initial recognition of ￦17 billion in 2018 compared to a net loss on financial instruments designated as at fair value through profit or loss of ￦111 billion in 2017. The significant increase in net gain on financial instruments held for trading in 2017 compared to net gain on financial instruments at fair value through profit or loss mandatorily measured at fair value in 2018 was primarily due to a significant increase in gains on valuation of securities from ￦3 billion in 2017 to ￦137 billion in 2018, which was enhanced by a significant increase in net gain on transactions and valuation of derivatives held for trading from ￦3 billion in 2017 to ￦66 billion in 2018. Derivatives held for trading were classified as financial assetsinstruments held for trading under IAS 39 in 2017 but are classified since 2018 as financial assetsinstruments at fair value through profit or loss under IFRS 9. The change to a net gain on financial instruments at fair

value through profit or loss designated as upon initial recognition in 2018, compared to a net loss on financial instruments designated as at fair value through profit or loss in 2017, resulted mainly from a change in net gain (loss) on equity-linked securities from a net loss of ￦112 billion in 2017 to a net gain of ￦16 billion in 2018.

The 99.0% decrease in net gain onavailable-for-sale financial assets compared to net gain on financial assets at fair value through other comprehensive income resulted mainly from a 99.1% decrease in gains on transaction of securities from ￦224 billion in 2017 to ￦2 billion in 2018. Such decrease was primarily attributable primarily to the reclassification of certain equity and debt securities that were classified asavailable-for-sale financial assets in 2017 under IAS 39 to classifications other than financial assets at fair value through other comprehensive income, including financial assets at fair value through profit or loss and securities at amortized cost, in 2018 under IFRS 9. See “—Overview—ChangesNote2-(1)-3)-a) of the notes to our consolidated financial statements included elsewhere in Accounting Standards.”

Comparison of 2017 to 2016

Our net gain on financial assets decreased 22.1% from ￦113 billion in 2016 to ￦88 billion in 2017, primarily as a result of a change in net gain (loss) on financial assets at fair value through profit or loss from a net gain of ￦114 billion in 2016 to a net loss of ￦105 billion in 2017, which was partially offset by a change in net gain (loss) onavailable-for-sale financial assets from a net loss of ￦1 billion in 2016 to a net gain of ￦193 billion in 2017.

The change in net gain (loss) on financial assets at fair value through profit or loss was principally due to a 96.8% decrease in gain on financial assets held for trading from ￦186 billion in 2016 to ￦6 billion in 2017, which was enhanced by 56.3% increase in net loss on financial assets designated at fair value through profit or loss from ￦71 billion in 2016 to ￦111 billion in 2017. The 96.8% decrease in gain on financial assets held for trading was primarily due to a change in net gain (loss) on currency derivatives from a net gain of ￦121 billion in 2016 to a net loss of ￦155 billion in 2017, which was partially offset by a 235.3% increase in gains on equity derivatives from ￦34 billion in 2016 to ￦114 billion in 2017.

The 56.3% increase in net loss on financial assets designated at fair value through profit or loss resulted mainly from a 47.4% increase in net loss onequity-linked securities from ￦76 billion in 2016 to ￦112 billion in 2017, which was primarily attributable to an increase in losses on investments in securities linked to certain indices. Such losses were offset in part through derivative transactions and fees and commissions income generated in connection therewith.

The change in net gain (loss) onavailable-for-sale financial assets was principally due to a more thanfour-fold increase in gains on transaction of such securities from ￦48 billion in 2016 to ￦224 billion in 2017. Such increase mainly reflected an increase in the number of such transactions in 2017 compared to 2016.

Unrealized gains and losses (other than impairment losses) on valuation ofavailable-for-sale financial assets are recorded in our statement of financial position as part of accumulated other comprehensive income, under other equity. In 2017, we recognized a net loss on valuation ofavailable-for-sale financial assets of ￦84 billion as part of other comprehensive income (loss) net of tax.this annual report.

For further information regarding our net gain on financial assets,instruments, see Notes 3633 and 3734 of the notes to our consolidated financial statements included elsewhere in this annual report.

General and Administrative Expenses

The following table shows, for the periodsyears indicated, the components of our general and administrative expenses:

 

  Year ended December 31,   Percentage change   Year ended December 31,   Percentage change 
  2016   2017   2018   2017/2016 2018/2017   2017   2018   2019   2018/2017 2019/2018 
  (in billions of Won)   (%)   (in billions of Won)   (%) 

Employee benefits

  ￦2,125   ￦2,324   ￦2,322    9.4%  (0.1)%   ￦2,324   ￦2,322   ￦2,391    (0.1)%  3.0% 

Depreciation and amortization

   248    184    217    (25.8)  17.9    184    217    481    17.9  121.7 

Other general and administrative expenses

   1,105    1,023    1,085    (7.4)  6.1    1,023    1,085    894    6.1  (17.6) 
  

 

   

 

   

 

      

 

   

 

   

 

    

General and administrative expenses

  ￦3,478   ￦3,531   ￦3,624    1.5%  2.6%   ￦3,531   ￦3,624   ￦3,766    2.6  3.9 
  

 

   

 

   

 

      

 

   

 

   

 

    

Comparison of 2019 to 2018

Our general and administrative expenses increased 3.9% from ￦3,624 billion in 2018 to ￦3,766 billion in 2019, primarily as a result of a 121.7% increase in depreciation and amortization expenses from ￦217 billion in 2018 to ￦481 billion in 2019, which was partially offset by a 17.6% decrease in other general and administrative expenses from ￦1,085 billion in 2018 to ￦894 billion in 2019.

The 121.7% increase in depreciation and amortization expenses was principally due to our adoption of IFRS 16, which resulted in an increase in lease amortization expenses that was offset in part by a decrease in rent expenses. For additional information on IFRS 16 and the impact of its application to our consolidated financial statements, see Notes2-(1)-1)-a) and b) of the notes to our consolidated financial statements included elsewhere in this annual report. The 17.6% decrease in other general and administrative expenses was primarily due to a 73.2% decrease in rent expenses from ￦321 billion in 2018 to ￦86 billion in 2019, which was principally due to our adoption of IFRS 16, as discussed above.

Comparison of 2018 to 2017

Our general and administrative expenses increased 2.6% from ￦3,531 billion in 2017 to ￦3,624 billion in 2018, primarily as a result of a 6.1% increase in other general and administrative expenses from ￦1,023 billion in 2017 to ￦1,085 billion in 2018, which was enhanced by a 17.9% increase in depreciation and amortization expenses from ￦184 billion in 2017 to ￦217 billion in 2018.

The increase in other general and administrative expenses was primarily due to a 12.1% increase in service charges from ￦199 billion in 2017 to ￦223 billion in 2018 and a 25.4% increase in computer andIT-related expenses from ￦71 billion in 2017 to ￦89 billion in 2018. The increase in service charges was principally due to higher rates charged by service providers as a result of an increase in the national minimum wage under Korean law, while the increase in computer andIT-related expenses resulted mainly from the incurrence of additional expenses relating to an upgrade of our computer systems, which was completed in May 2018.

The 17.9% increase in depreciation and amortization was mainly related to the upgrade of our computer systems during 2018, as discussed above.

Comparison of 2017 to 2016

Our general and administrative expenses increased 1.5% from ￦3,478 billion in 2016 to ￦3,531 billion in 2017, primarily as a result of a 9.4% increase in employee benefits from ￦2,125 billion in 2016 to ￦2,324 billion in 2017, which was partially offset by a 7.4% decrease in other general and administrative expenses from ￦1,105 billion in 2016 to ￦1,023 billion in 2017 and a 25.8% decrease in depreciation and amortization from ￦248 billion in 2016 to ￦184 billion in 2017.

The 9.4% increase in employee benefits was principally due to a 67.6% increase in redundancy payments from ￦179 billion in 2016 to ￦300 billion in 2017, resulting mainly from the early retirement program we implemented in September 2017. Such increase was enhanced by a 19.9% increase in othershort-term employee benefits from ￦467 billion in 2016 to ￦560 billion in 2017, which mainly reflected an increase in benefit levels for our employees.

The 7.4% decrease in other general and administrative expenses was mainly due to an 18.8% decrease in service charges from ￦245 billion in 2016 to ￦199 billion in 2017, principally reflecting a decrease in the number of our banking branches, and a 32.9% decrease in miscellaneous other expenses from ￦70 billion in 2016 to ￦47 billion in 2017.

The 25.8% decrease in depreciation and amortization was also mainly due to the decrease in the number of our banking branches.

For further information regarding our general and administrative expenses, seeNote 39-36-(1) of the notes to our consolidated financial statements included elsewhere in this annual report.

Other Net Operating Expenses

The following table shows, for the periodsyears indicated, the components of our other net operating expenses:

 

  Year ended December 31, Percentage change   Year ended December 31, Percentage change 
  2016 2017 2018 2017/2016 2018/2017   2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Other operating income

  ￦5,208  ￦3,736  ￦1,389  (28.2)%  (62.8)%   ￦3,736  ￦1,389  ￦775  (62.8)%  (44.2)% 

Other operating expenses

   (5,575)  (3,768)  (1,783)  (32.4)  (52.7)    (3,768)  (1,783)  (1,077)  (52.7)  (39.6) 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total other net operating expenses

  ￦(367)  ￦(31)  ￦(394)  (91.6)%  1,171.0%   ￦(31)  ￦(394)  ￦(303)  1,171.0  (23.1) 
  

 

  

 

  

 

     

 

  

 

  

 

   

Comparison of 2019 to 2018

Our other net operating expenses decreased 23.1% from ￦394 billion in 2018 to ￦303 billion in 2019, as a 44.2% decrease in other operating income from ￦1,389 billion in 2018 to ￦775 billion in 2019 was more than offset by a 39.6% decrease in other operating expenses from ￦1,783 billion in 2018 to ￦1,077 billion in 2019.

Other operating income includes principally gains on transactions of foreign exchange, gains related to derivatives, gains on fair value hedged items and miscellaneous other operating income. The 44.2% decrease in other operating income was mainly attributable to a 51.0% decrease in gains on transactions of foreign exchange from ￦1,228 billion in 2018 to ￦602 billion in 2019. This decrease, which was principally due to the overall depreciation of the Won in 2019 compared to 2018, was more than offset by a greater decrease in losses on transactions of foreign exchange from ￦991 billion in 2018 to ￦192 billion in 2019, which is recorded as part of other operating expenses.On a net basis, net gains on transactions of foreign exchange increased 73.0% from ￦237 billion in 2018 to ￦410 billion in 2019.

Other operating expenses include principally losses on transaction of foreign exchange, KDIC deposit insurance premiums, contributions to miscellaneous funds, losses related to derivatives, losses on fair value hedged items and miscellaneous other operating expenses. The 39.6% decrease in other operating expenses was primarily the result of an 80.6% decrease in losses on transactions of foreign exchange from ￦991 billion in 2018 to ￦192 billion in 2019, which mainly reflected the overall depreciation of the Won in 2019 compared to 2018.This decrease was partially offset by a decrease in gains on transaction of foreign exchange, which is recorded as part of other operating income as discussed above.

Comparison of 2018 to 2017

Our other net operating expenses increased significantly from ￦31 billion in 2017 to ￦394 billion in 2018, as a 62.8% decrease in other operating income from ￦3,736 billion in 2017 to ￦1,389 billion in 2018 outpaced a 52.7% decrease in other operating expenses from ￦3,768 billion in 2017 to ￦1,783 billion in 2018.

Other operating income includes principally gains on transactions of foreign exchange, gains on disposals of loans and receivables (for 2017 under IAS 39), gains related to derivatives, gains on fair value hedged items and miscellaneous other operating income. The 62.8% decrease in other operating income was mainly attributable mainly to a 63.8% decrease in gains on transactions of foreign exchange from ￦3,391 billion in 2017 to ￦1,228 billion in 2018. This decrease, which was principally due to lower exchange rate volatility in 2018, was partially offset by a 65.7% decrease in losses on transactions of foreign exchange from ￦2,887 billion in 2017 to ￦991 billion in 2018, which is recorded as part of other operating expenses. On a net basis, net gains on transactions of foreign exchange decreased 53.0% from ￦504 billion in 2017 to ￦237 billion in 2018.The decrease in gains on transactions of foreign exchange was enhanced by a 100.0% decrease in gains on disposals of loans and receivables from ￦205 billion in 2017 to nil in 2018, which reflected the change in classification of gains and losses on disposal of loans and receivables to “net gain (loss) arising on disposal of financial assets at amortized costs, which is part of “net gain on financial assets,instruments,” under IFRS 9. We recognized a net gain arising on disposal of financial assets at amortized cost of ￦80 billion in 2018.

Other operating expenses include principally losses on transaction of foreign exchange, deposit insurance premiums, contributions to miscellaneous funds, losses on disposals of loans and receivables (for 2017 under IAS 39), losses related to derivatives, losses on fair value hedged items and miscellaneous other operating expenses. The 52.7% decrease in other operating expenses was primarily the result of a 65.7% decrease in losses on transactions of foreign exchange from ￦2,887 billion in 2017 to ￦991 billion in 2018, which mainly reflected lower exchange rate volatility in 2018. This decrease was more than offset by a decrease in gains on transaction of foreign exchange, which is recorded as part of other operating income as discussed above.

Comparison of 2017 to 2016

Our other net operating expenses decreased 91.6% from ￦367 billion in 2016 to ￦31 billion in 2017, primarily due to a 32.4% decrease in other operating expenses from ￦5,575 billion in 2016 to ￦3,768 billion in 2017, which was partially offset by a 28.2% decrease in other operating income from ￦5,208 billion in 2016 to ￦3,737 billion in 2017.

The 28.2% decrease in other operating income was attributable mainly to a 29.2% decrease in gains on transaction of foreign exchange from ￦4,792 billion in 2016 to ￦3,391 billion in 2017. This decrease, which primarily reflected lower exchange rate volatility in 2017, was more than offset by a greater decrease in loss on transaction of foreign exchange, which is recorded as part of other operating expenses. On a net basis, our net gain on transaction of foreign exchange increased more thanfive-fold from ￦86 billion in 2016 to ￦504 billion in 2017. The decrease in gains on transaction of foreign exchange was enhanced by a 45.5% decrease in gains on fair value hedged items from ￦99 billion in 2016 to ￦54 billion in 2017, as well as a 23.2% decrease in other miscellaneous operating income from ￦112 billion in 2016 to ￦86 billion in 2017, which was primarily due to a

60.7% decrease in amounts receivable from other creditor financial institutions under the terms of borrower debt restructuring programs from ￦75 billion in 2016 to ￦29 billion in 2017.

The 32.4% decrease in other operating expenses was primarily the result of a 38.7% decrease in loss on transaction of foreign exchange from ￦4,706 billion in 2016 to ￦2,887 billion in 2017, which mainly reflected lower exchange rate volatility in 2017. This decrease was partially offset by a decrease in gains on transaction of foreign exchange, which is recorded as part of other operating income as discussed above.

For further information regarding our other net operating expense,expenses, seeNotes 39-36-(2) and (3) of the notes to our consolidated financial statements included elsewhere in this annual report.

Net OtherNon-operating Income (Expenses)

The following table shows, for the periodsyears indicated, the components of our other netnon-operating income (expenses):

 

  Year ended December 31, Percentage change   Year ended December 31, Percentage change 
  2016 2017 2018 2017/2016 2018/2017   2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Othernon-operating income

  ￦132  ￦84  ￦130  (36.4)%  54.8%   ￦84  ￦130  ￦68  54.8%  (47.7)% 

Othernon-operating expenses

   (133)  (190)  (87)  42.9  (54.2)    (190)  (87)  (229)  (54.2)  163.2 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total net othernon-operating income (expenses)

  ￦(1)  ￦(106)  ￦43  N/M(1)  N/M   ￦(106)  ￦43  ￦(161)  N/M(1)  N/M 
  

 

  

 

  

 

     

 

  

 

  

 

   

 

(1)

N/M = not meaningful.

Comparison of 2019 to 2018

Our net othernon-operating income (expenses) changed from net income of ￦43 billion in 2018 to net expense of ￦161 billion in 2019, as a 163.2% increase in othernon-operating expenses from ￦87 billion in 2018 to ￦229 billion in 2019 was enhanced by a 47.7% decrease in othernon-operating income from ￦130 billion in 2018 to ￦68 billion in 2019.

Other non-operating expenses include principally depreciation on investment properties, interest expenses of refundable deposits, losses on disposal of investment in joint ventures and associates, losses on disposal of premises and equipment, intangible assets and other assets, impairment losses on premises and equipment, intangible assets and other assets, donations and miscellaneous othernon-operating expenses. The 163.2% increase in othernon-operating expenses was mainly attributable to a significant increase in miscellaneous othernon-operating expenses from ￦26 billion in 2018 to ￦132 billion in 2019, which was principally due to an increase in provisions relating to the estimated reimbursements and other payments in connection with Woori Bank’s sale of derivative-linked fund and securities products tied to yields on treasury bonds of Germany, the United Kingdom and the United States. See “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings and Regulatory Actions—Woori Bank” and Note23-(5)-2) of the notes to our consolidated financial statements included elsewhere in this annual report.

Othernon-operating income includes principally rental fee income, gain on disposal of investment in joint ventures and associates, gain on disposal of premises and equipment, intangible assets and other assets, reversal of impairment loss on premises and equipment, intangible assets and other assets and miscellaneous othernon-operating income. The 47.7% decrease in othernon-operating income was primarily attributable to a 100.0% decrease in gains on disposal of investment in joint ventures and associates from ￦51 billion in 2018 to nil in 2019, which was due to gains recognized in 2018 on the disposal of certain investments in joint ventures and associates after improvements in their financial condition, which were not repeated in 2019.

Comparison of 2018 to 2017

Our net othernon-operating income (expenses) changed from net expenses of ￦106 billion in 2017 to net income of ￦43 billion in 2018, as a 54.8% increase in othernon-operating income from ￦84 billion in 2017 to ￦130 billion in 2018 was enhanced by a 54.2% decrease in othernon-operating expenses from ￦190 billion in 2017 to ￦87 billion in 2018.

Othernon-operating income includes principally rental fee income, gain on disposal of investment in joint ventures and associates, gain on disposal of premises and equipment, intangible assets and other assets, reversal of impairment loss on premises and equipment, intangible assets and other assets and miscellaneous othernon-operating income. The 54.8% increase in othernon-operating income was primarily attributable primarily to gains recognized in 2018 on the disposal of certain investments in joint ventures and associates after improvements in their financial condition.

Other non-operating expenses include principally depreciation on investment properties, interest expenses of refundable deposits, losses on disposal of investment in joint ventures and associates, losses on disposal of premises and equipment, intangible assets and other assets, impairment losses on premises and equipment, intangible assets and other assets, donations and miscellaneous othernon-operating expenses. The 54.2% decrease in othernon-operating expenses was mainly attributable mainly to a 46.9% decrease in donations from ￦98 billion in 2017 to ￦52 billion in 2018, primarily reflecting our donation of issuance fees of dormant cashier’s checks for the preceding five years to the Korea Inclusive Finance Agency in 2017 in accordance with the amended Microfinance Support Act, which significantly decreased in 2018. Such decrease

was enhanced by a 92.3% decrease in losses on disposal of investment in joint ventures and associates from ￦39 billion in 2017 to ￦3 billion in 2018, which was principally due to a decrease in the number of such transactions in 2018 compared to 2017.

Comparison of 2017 to 2016

Our net othernon-operating loss increased significantly from ￦1 billion in 2016 to ￦106 billion in 2017, as the effect of a 42.9% increase in othernon-operating expenses from ￦133 billion in 2016 ￦190 billion in 2017 was enhanced by a 36.4% decrease in othernon-operating income from ￦132 billion in 2016 to ￦84 billion in 2017.

The 36.4% decrease in othernon-operating income was attributable mainly to a 66.7% decrease in miscellaneous othernon-operating income from ￦96 billion in 2016 to ￦32 billion in 2017, which was partially offset by a 73.9% increase in gains on disposal of investment in joint ventures and associates from ￦23 billion in 2016 to ￦40 billion in 2017. The increase in gains on disposal of investment in joint ventures and associates was primarily attributable to an increase in the number of such transactions in 2017 compared to 2016.

The 42.9% increase in othernon-operating expenses was attributable mainly to a 122.7% increase in donations from ￦44 billion in 2016 to ￦98 billion in 2017 and a 160.0% increase in losses on disposal of investment in joint ventures and associates from ￦15 billion in 2016 to ￦39 billion in 2017, which were partially offset by a 35.6% decrease in miscellaneous othernon-operating expenses from ￦59 billion in 2016 to ￦38 billion in 2017. The increase in donations mainly reflected our donation of issuance fees of dormant cashier’s checks for the preceding five years to the Korea Inclusive Finance Agency, as discussed above. The increase in losses on disposal of investment in joint ventures and associates was primarily attributable to an increase in the number of such transactions in 2017 compared to 2016.

For further information regarding our net othernon-operating income (expenses), see Notes40-37-(3) and (4) of the notes to our consolidated financial statements included elsewhere in this annual report.

Share of Gain (Loss) on Joint Ventures and Associates

Comparison of 2019 to 2018

Our share of gain on joint ventures and associates significantly increased from ￦3 billion in 2018 to ￦84 billion 2019. Such increase was primarily due to a significant increase in our gains on valuation of investments in joint ventures and associates from ￦26 billion in 2018 to ￦104 billion in 2019, resulting mainly from the share of profits from Lotte Card Co., Ltd., in which we acquired a 20% equity interest in October 2019. See “Item 4.B. Business Overview—Credit Cards.”

Comparison of 2018 to 2017

Our share of gain (loss) on joint ventures and associates changed from a loss of ￦102 billion in 2017 to a gain of ￦3 billion in 2018. Such change was primarily due to a significant decrease in impairment losses from ￦115 billion in 2017 to less than ￦1 billion in 2018, resulting mainly from a ￦103 billion impairment loss we recorded in 2017 in respect of our 14.2% equity interest in Kumho Tire Co., Inc. (which we had acquired in 2010 as a result of adebt-to-equity swap in connection with its workout), due to further deterioration in its financial condition in 2017, which was not repeated in 2018. We no longer hold an equity interest in Kumho Tire Co., Inc. as a result of our loss of significant influence over the entity due to termination of the joint management procedures of the creditor financial institutions in 2018.

Comparison of 2017 to 2016

Our share of losses of joint ventures and associates increased more than five-fold from ￦20 billion in 2016 to ￦101 billion in 2017. Such increase was primarily attributable to a significant increase in impairment losses from ￦1 billion in 2016 to ￦115 billion in 2017, which mainly reflected a ￦103 billion impairment loss we recorded in respect of our 14.2% equity interest in Kumho Tire Co., Inc., as discussed above.

For further information regarding our investments in joint ventures and associates, see Note 13 of the notes to our consolidated financial statements included elsewhere in this annual report.

Income Tax Expense

Our income tax expense is calculated by adding or subtracting changes in deferred income tax liabilities and assets to income tax amounts payable for the period. Deferred tax assets are recognized for deductible temporary differences, including operating losses and tax creditcarry-forwards, while deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are those between the carrying values of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax assets, including thecarry-forwards of unused tax losses, are recognized to the extent it is probable that the deferred tax assets will be realized.

Comparison of 2019 to 2018

Income tax expense decreased 9.0% from ￦753 billion in 2018 to ￦685 billion in 2019, mainly as a result of a decrease in our net income before income tax expense, as well as a negative tax adjustment recognized in 2019 in respect of prior periods compared to a positive tax adjustment recognized in 2018. Our effective tax rate was 26.9% in 2018 and 25.2% in 2019.

Comparison of 2018 to 2017

Income tax expense increased 79.7% from ￦419 billion in 2017 to ￦753 billion in 2018, mainly as a result of an increase in our net income before income tax expense, as well as an increase in the applicable corporate income tax rate in Korea, inclusive of local income surtax, from 24.2% in 2017 to 27.5% in 2018. Our effective tax rate was 21.5% in 2017 and 26.9% in 2018.

Comparison of 2017 to 2016

Income tax expense increased 51.8% from ￦276 billion in 2016 to ￦419 billion in 2017, mainly as a result of an increase in our net income before income tax expense, the effect of which was enhanced by decreases innon-exempt income and tax adjustments recognized in respect of prior periods. The statutory tax rate was 24.2% forpre-tax income over ￦20 billion in 2016 and 2017. Our effective tax rate was 17.8% in 2016 and 21.5% in 2017.

For further information regarding our income tax expense, see Note 4138 of the notes to our consolidated financial statements included elsewhere in this annual report.

Net Income

Due to the factors described above, we recorded net income of ￦2,038 billion in 2019, compared to ￦2,052 billion in 2018 compared toand ￦1,530 billion in 2017 and ￦1,277 billion in 2016.2017.

Results by Principal Business Segment

We compile and analyze financial information for our business segments based upon segment information used by our management for the purposes of resource allocation and performance evaluation. We currently have sixfour operational business segments: consumer banking, corporate banking,credit card, investment banking capital markets, credit card and other operations.

The following table shows, for the periodsyears indicated, our results of operations by segment:

 

   Net income
Year ended December 31,		   Total operating income(1)
Year ended December 31,		 
   2016  2017   2018   2016   2017   2018 
   (in billions of Won) 

Consumer banking

  ￦99  ￦264   ￦383   ￦166   ￦446   ￦548 

Corporate banking

   610   918    1,201    815    1,217    1,646 

Investment banking

   84   106    178    65    100    213 

Capital markets

   (3)   92    40    1    122    56 

Credit card

   109   101    115    144    138    157 

Other operations

   514   23    172    441    73    156 
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total(2)

  ￦1,413  ￦1,503   ￦2,089   ￦1,632   ￦2,096   ￦2,776 
  

 

 

  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   Net income
Year ended December 31,		   Total operating income(1)
Year ended December 31,		 
   2017   2018   2019   2017   2018   2019 
   (in billions of Won) 

Banking

  ￦1,354   ￦1,916   ￦1,862   ￦1,905   ￦2,559   ￦2,629 

Credit card

   101    127    114    138    172    136 

Investment banking

   20    33    53    22    33    56 

Others

   —    3    633    6    5    636 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  ￦1,476   ￦2,079   ￦2,663   ￦2,071   ￦2,770   ￦3,458 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Comprises net interest income and netnon-interest income after administrative expenses and impairment losses due to credit losses.

(2)

Before adjustments for consolidation, inter-segment transactions (other thaninter-segment loans and borrowings) and certain differences in classification under our management reporting system.

Consumer Banking

This segment primarily consists of our consumerthe banking operations.Theoperations of Woori Bank and its overseas subsidiaries. Woori Bank provides a wide range of banking and other financial services to large corporations, small- andmedium-sized enterprises and individuals in Korea. The following table shows, for the periodsyears indicated, our income statement data for this segment:

 

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦2,980  ￦3,150  ￦3,530   5.7%   12.1% 

Interest expense

   (1,024)   (956)   (1,022)   (6.6)   6.9 

Inter-segment

   (472)   (491)   (634)   4.0   29.1 
  

 

 

  

 

 

  

 

 

   

Net interest income

   1,484   1,703   1,874   14.8   10.0 

Non-interest income

   924   802   678   (13.2)   (15.5) 

Non-interest expense

   (406)   (254)   (144)   (37.4)   (43.3) 

Inter-segment

   39   102   133   161.5   30.4 
  

 

 

  

 

 

  

 

 

   

Netnon-interest income

   557   650   667   16.7   2.6 

Administrative expenses

   (1,788)   (1,809)   (1,866)   1.2   3.2 

Impairment losses due to credit loss and others(1)

   (87)   (98)   (127)   12.6   29.6 
  

 

 

  

 

 

  

 

 

   

Total other expenses

   (1,875)   (1,907)   (1,993)   1.7   4.5 
  

 

 

  

 

 

  

 

 

   

Operating income

   166   446   548   168.7   22.9 
  

 

 

  

 

 

  

 

 

   

Netnon-operating loss

   (35)   (98)   (20)   180.0   (79.8) 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   131   348   528   165.6   51.7 
  

 

 

  

 

 

  

 

 

   

Income tax expense

   (32)   (84)   (145)   162.5   72.6 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦99  ￦264  ￦383   166.7%   45.1% 
  

 

 

  

 

 

  

 

 

   
   Year ended December 31,  Percentage change 
   2017  2018  2019  2018/2017  2019/2018 
   (in billions of Won)  (%) 

Income statement data

      

Net interest income

  ￦4,083  ￦4,454  ￦4,583   9.1%   2.9% 

Non-interest income

   1,518   1,517   1,557   (0.1)   2.6 

Reversal of (provision for) impairment losses due to credit loss and others(1)

   (366)   5   (33)   N/M(3)   N/M 

General administrative expenses(2)

   (3,330)   (3,416)   (3,479)   2.6   1.8 
  

 

 

  

 

 

  

 

 

   

Net operating income

   1,905   2,559   2,629   34.3   2.7 

Non-operating income (expense)

   (172)   70   (151)   N/M   N/M 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   1,733   2,629   2,478   51.7   (5.7) 

Tax expense

   (378)   (713)   (616)   88.6   (13.6) 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦1,354  ￦1,916  ￦1,862   41.5   (2.8) 
  

 

 

  

 

 

  

 

 

   

 

(1)

Consist of reversal of allowance for (impairment(provision for) impairment losses due to)to credit loss and others, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

Include depreciation and amortization of ￦128 billion in 2017, ￦178 billion in 2018 and ￦435 billion in 2019.

(3)

N/M = not meaningful.

Comparison of 2019 to 2018

Our net income before tax for this segment decreased 5.7% from ￦2,629 billion in 2018 to ￦2,478 billion in 2019. Net income after tax also decreased 2.8% from ￦1,916 billion in 2018 to ￦1,862 billion in 2019.

Net interest income for this segment increased 2.9% from ￦4,454 billion in 2018 to ￦4,583 billion in 2019, primarily due to an increase in the average balances of loans, principally as a result of increased demand for loans from customers, which was enhanced by an increase in the average yields on loans, mainly reflecting the overall increase in the general level of interest rates in Korea in 2019 compared to 2018.

Non-interest income attributable to this segment increased 2.6% from ￦1,517 billion in 2018 to ￦1,557 billion in 2019, primarily due to increases in fees and commissions received on foreign exchange and electronic finance, which mainly reflect the expansion of our overseas operations and online and electronic business, respectively.

Reversal of (provision for) impairment losses due to credit loss and others for this segment changed from a net reversal of ￦5 billion in 2018 to a net provision of ￦33 billion in 2019, primarily as a result of a decrease in reversal of provisions on guarantees attributable to significant reversals in 2018 caused by the improvement in the financial condition of certain corporate customers on behalf of which we had extended guarantees and loans, which were not repeated in 2019.

General administrative expenses attributable to this segment increased 1.8% from ￦3,416 billion in 2018 to ￦3,479 billion in 2019, mainly due to an increase in depreciation and amortization expenses resulting from our adoption of IFRS 16 that was offset in part by a decrease in rent expenses. See Note2(1)-1)-a) of the notes to our consolidated financial statements included elsewhere in this annual report.

Non-operating income (expense) for this segment changed from net income of ￦70 billion in 2018 to net expense of ￦151 billion in 2019, primarily due to an increase in provisions relating to the estimated reimbursements and other payments in connection with Woori Bank’s sale of derivative-linked fund and securities products tied to yields on treasury bonds of Germany, the United Kingdom and the United States. See “Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings and Regulatory Actions—Woori Bank” and Note23-(5)-2) of the notes to our consolidated financial statements included elsewhere in this annual report.

Comparison of 2018 to 2017

Our net income before tax for this segment increased 51.8%51.7% from ￦348￦1,733 billion in 2017 to ￦528￦2,629 billion in 2018. Net income after tax also increased 45.1%41.5% from ￦264￦1,354 billion in 2017 to ￦383￦1,916 billion in 2018.

InterestNet interest income for this segment increased 12.1%9.1% from ￦3,150￦4,083 billion in 2017 to ￦3,530￦4,454 billion in 2018, primarily due to an increase in the average balance of loans, principally as a result of increased demand for loans from customers, which was enhanced by an increase in the average yields on general purpose household loans (including home equity loans) and mortgage loans, mainly reflecting the increase in the general level of interest rates in Korea in 2018 compared to 2017, which was enhanced by an increase in the average balances of such loans, principally as a result of increased demand for such loans among consumers.2017.

Interest expenseNon-interest income attributable to this segment increased 6.9% from ￦956remained relatively stable at ￦1,517 billion in 2017 to ￦1,022 billion in 2018. The increase in interest expense was primarily due to an increase in the average cost of time and savings deposits held by consumers, mainly as a result of the increase in the general level of interest rates in Korea in 2018 compared to 2017, which was enhanced by an increase in the average balance of such deposits, principally due to increased demand for such deposits among consumers.

Net interest expense frominter-segment transactions for this segment increased 29.1% from ￦491￦1,518 billion in 2017 to ￦634 billion in 2018, principally as a result2017.

Reversal of increased funding needs for this segment in light of the increase in the average volume of mortgage loans and general purpose household loans (including home equity loans).

Impairment(provision for) impairment losses due to credit loss and others for this segment increased 29.6%changed from ￦98a net provision of ￦366 billion in 2017 to ￦127 billion in 2018, primarily as a resultnet reversal of an increase in provisions for general purpose household loans (including home equity loans), which was mainly due to an overall increase in the outstanding balance of such loans.

Non-interest income attributable to this segment decreased 15.5% from ￦802 billion in 2017 to ￦678 billion in 2018, primarily due to a decrease in gains on transaction of foreign exchange.

Non-interest expense for this segment decreased 43.3% from ￦254 billion in 2017 to ￦144 billion in 2018, primarily as a result of a decrease in losses on transaction of foreign exchange.

Netnon-interest income frominter-segment transactions for this segment increased 30.4% from ￦102 billion in 2017 to ￦133 billion in 2018, principally as a result of an increase in fee income from our asset management products, including mutual funds and money trust products.

Administrative expenses attributable to this segment increased 3.2% from ￦1,809 billion in 2017 to ￦1,866 billion in 2018, mainly due to increases in service charges and salaries paid to our employees in this segment.

Comparison of 2017 to 2016

Our net income before tax for this segment increased 165.6% from ￦131 billion in 2016 to ￦348 billion in 2017. Net income after tax also increased 166.7% from ￦99 billion in 2016 to ￦264 billion in 2017.

Interest income for this segment increased 5.7% from ￦2,980 billion in 2016 to ￦3,150 billion in 2017, primarily due to an increase in the average balances of general purpose household loans (including home equity loans) and mortgage loans, mainly reflecting increased demand for such loans among consumers, which was enhanced by a slight increase in the average yields on such loans, principally as a result of an increase in interest rates for loans in Korea commencing in the second half of 2017.

Interest expense attributable to this segment decreased 6.6% from ￦1,024 billion in 2016 to ￦956 billion in 2017. The decrease in interest expense was primarily due to a decrease in the average cost of time and savings deposits held by consumers, which was mainly attributable to the decrease in the general level of interest rates in Korea in 2017 compared to 2016.

Net interest expense frominter-segment transactions for this segment increased 4.0% from ￦472 billion in 2016 to ￦491 billion in 2017, principally as a result of increased funding needs for this segment in light of the increase in the average volumes of general purpose household loans (including home equity loans) and mortgage loans.

Impairment losses due to credit loss and others for this segment increased 12.6% from ￦87 billion in 2016 to ￦98 billion in 2017, primarily as a result of an increase in provisions for general purpose household loans (including home equity loans) and mortgage loans, mainly reflecting the increase in the outstanding balances of such loans.

Non-interest income attributable to this segment decreased 13.2% from ￦924 billion in 2016 to ￦802 billion in 2017, primarily due to a decrease in gains on transaction of foreign exchange.

Non-interest expense for this segment decreased 37.4% from ￦406 billion in 2016 to ￦254 billion in 2017, primarily as a result of a decrease in losses on transaction of foreign exchange.

Netnon-interest income frominter-segment transactions for this segment increased 161.5% from ￦39 billion in 2016 to ￦102 billion in 2017, principally as a result of an increase in fee income from our asset management products, including mutual funds, money trust products and bancassurance products.

Administrative expenses attributable to this segment increased 1.2% from ￦1,788 billion in 2016 to ￦1,809 billion in 2017, primarily due to an increase in benefit levels for our employees in this segment.

Corporate Banking

This segment consists of our corporate banking (includingsmall- andmedium-sized enterprise banking and large corporate banking) operations. The following table shows, for the periods indicated, our income statement data for this segment:

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦3,026  ￦2,965  ￦3,410   (2.0)%   15.0% 

Interest expense

   (1,781)   (1,682)   (2,168)   (5.6)   28.9 

Inter-segment

   496   512   833   3.2   62.7 
  

 

 

  

 

 

  

 

 

   

Net interest income

   1,741   1,795   2,075   3.1   15.6 

Non-interest income

   535   681   721   27.3   5.9 

Non-interest expense

   (33)   (170)   (290)   415.2   70.6 

Inter-segment

   48   60   70   25.0   16.7 
  

 

 

  

 

 

  

 

 

   

Netnon-interest income

   550   571   501   3.8   (12.3) 

Administrative expenses

   (967)   (832)   (869)   (14.0)   4.4 

Impairment losses due to credit loss and others(1)

   (509)   (317)   (61)   (37.7)   (80.8) 
  

 

 

  

 

 

  

 

 

   

Total other expenses

   (1,476)   (1,149)   (930)   (22.2)   (19.1) 
  

 

 

  

 

 

  

 

 

   

Operating income

   815   1,217   1,646   49.3   35.3 
  

 

 

  

 

 

  

 

 

   

Netnon-operating income (loss)

   (1)   (3)   1   200.0   N/M(2) 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   814   1,214   1,647   49.1   35.7 
  

 

 

  

 

 

  

 

 

   

Income tax expense

   (204)   (296)   (446)   45.1   50.7 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦610  ￦918  ￦1,201   50.5%   30.8% 
  

 

 

  

 

 

  

 

 

   

(1)

Consist of reversal of allowance for (impairment losses due to) credit loss, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

N/M = not meaningful.

Comparison of 2018 to 2017

Our net income before tax for this segment increased 35.7% from ￦1,214 billion in 2017 to ￦1,647 billion in 2018. Net income after tax also increased 30.8% from ￦918 billion in 2017 to ￦1,201 billion in 2018.

Interest income for this segment increased 15.0% from ￦2,965 billion in 2017 to ￦3,410 billion in 2018, primarily due to an increase in the average balances of commercial and industrial and other commercial loans, mainly reflecting increased demand from corporate borrowers in anticipation of further increases in the general level of interest rates in Korea, as well as our efforts to increase our lending to small andmedium-sized enterprises. Such increase was enhanced by an increase in the average yields on such loans as well as trade financing loans, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.

Interest expense attributable to this segment, which consists mainly of interest expense on corporate deposits, borrowings and debentures, increased 28.9% from ￦1,682 billion in 2017 to ￦2,168 billion in 2018.The increase in interest expense was primarily due to an increase in the average cost of time and savings deposits held by corporate customers, which was mainly attributable to the increase in the general level of interest rates in Korea in 2018 compared to 2017. Such increase was enhanced by an increase in the average balance of such deposits.

Net interest income frominter-segment transactions for this segment increased 62.7% from ￦512 billion in 2017 to ￦833 billion in 2018, principally as a result of an increase in the average yield on loans to other segments, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.

Impairment losses due to credit loss and others for this segment decreased 80.8% from ￦317 billion in 2017 to ￦61￦5 billion in 2018, primarily as a result of improvements in the overall asset quality of our corporate loan portfolio and the credit ratings of certain corporate borrowers.

Non-interest incomeGeneral administrative expenses attributable to this segment increased 5.9%2.6% from ￦681￦3,330 billion in 2017 to ￦721￦3,416 billion in 2018, mainly due to an increase in salaries and benefits paid to our employees in this segment as well as an increase in computer andIT-related expenses and depreciation and amortization relating to the upgrade of our computer systems during 2018, as discussed above.

Non-operating income (expense) for this segment changed from net expense of ￦172 billion in 2017 to net income of ￦70 billion in 2018, primarily due to an increase in gains on transaction of derivatives, which was more than offset by an increase inimpairment losses on transaction of derivatives, contributingrelating to a decrease in netnon-interest income in this segment.

Non-interest expense for this segment increased 70.6% from ￦170 billioncertain equity method securities recognized in 2017, to ￦290 billion in 2018, primarily as a result of an increase in losses on transaction of derivatives, which more than offset the increase in gains on transaction of derivatives, as discussed above.

Administrative expenses attributable to this segment increased 4.4% from ￦832 billion in 2017 to ￦869 billion in 2018, mainly due to increases in service charges and salaries paid to our employees in this segment.

Comparison of 2017 to 2016

Our net income before tax for this segment increased 49.1% from ￦814 billion in 2016 to ￦1,214 billion in 2017.Net income after tax also increased 50.5% from ￦610 billion in 2016 to ￦918 billion in 2017.

Interest income for this segment decreased 2.0% from ￦3,026 billion in 2016 to ￦2,965 billion in 2017, primarily due to a decrease in the average balances of commercial and industrial and other commercial loans, mainly reflecting a decrease in loans to certain large corporate borrowers, principally as a result of our efforts to decrease our exposure to such borrowers and diversify our loan portfolio, which was partially offset by a slight increase in the average yields on such loans.

Interest expense attributable to this segment decreased 5.6% from ￦1,781 billion in 2016 to ￦1,682 billion in 2017.The decrease in interest expense was primarily due to a decrease in the average cost of time and savings deposits held by corporate customers, mainly attributable to the decrease in the general level of interest rates in Korea in 2017 compared to 2016.

Net interest income frominter-segment transactions for this segment increased 3.2% from ￦496 billion in 2016 to ￦512 billion in 2017, principally as a result of an increase in the average balance of loans to other segments, which mainly reflected increased funding needs of the consumer banking segment.

Impairment losses due to credit loss and others for this segment decreased 37.7% from ￦509 billion in 2016 to ￦317 billion in 2017, primarily as a result of a decrease in provisions for corporate loans, mainly reflecting an overall improvement in the asset quality of our corporate loan portfolio.

Non-interest income attributable to this segment increased 27.3% from ￦535 billion in 2016 to ￦681 billion in 2017, primarily due to an increase in gains on transaction of derivatives.

Non-interest expense for this segment increased more thanfive-fold from ￦33 billion in 2016 to ￦170 billion in 2017, primarily as a result of an increase in losses on transaction of derivatives.

Administrative expenses attributable to this segment decreased 14.0% from ￦967 billion in 2016 to ￦832 billion in 2017, primarily due to increased efficiency from the consolidation of corporate banking branches with consumer banking branches, which was reflected in this segment.

Investment Banking

This segment consists of our investment banking operations, including principally project finance, structured finance, merger and acquisition financing and financial advisory services.The following table shows, for the periods indicated, our income statement data for this segment:

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦153  ￦148  ￦152   (3.3)%   2.7% 

Interest expense

   —   —   —   —   — 

Inter-segment

   (138)   (136)   (164)   (1.4)   20.6 
  

 

 

  

 

 

  

 

 

   

Net interest income

   15   12   (12)   (20.0)   N/M(2) 

Non-interest income

   605   367   230   (39.3)   (37.3) 

Non-interest expense

   (444)   (215)   (54)   (51.6)   (74.9) 

Inter-segment

   —   —   —   —   — 
  

 

 

  

 

 

  

 

 

   

Netnon-interest income

   161   152   177   (5.6)   16.4 

Administrative expenses

   (15)   (13)   (14)   (13.3)   7.7 

Reversal of allowance for (impairment losses due to) credit loss and others(1)

   (96)   (51)   62   (46.9)   N/M 
  

 

 

  

 

 

  

 

 

   

Total other income (expenses)

   (111)   (64)   48   (42.3)   N/M 
  

 

 

  

 

 

  

 

 

   

Operating income

   65   100   213   53.8   113.0 
  

 

 

  

 

 

  

 

 

   

Netnon-operating income

   46   39   33   (15.2)   (15.4) 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   111   139   246   25.2   77.0 
  

 

 

  

 

 

  

 

 

   

Income tax expense

   (27)   (33)   (68)   22.2   106.1 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦84  ￦106  ￦178   26.2%   67.9% 
  

 

 

  

 

 

  

 

 

   

(1)

Consists of reversal of allowance for (impairment losses due to) credit loss, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

N/M = not meaningful.

Comparison of 2018 to 2017

Our net income before tax for this segment increased 77.0% from ￦139 billion in 2017 to ￦246 billion in 2018. Net income after tax also increased 67.9% from ￦106 billion in 2017 to ￦178 billion in 2018.

Interest income for this segment, which consists mainly of interest income from financing provided to corporations, increased 2.7% from ￦148 billion in 2017 to ￦152 billion in 2018, primarily reflecting an increase in the average balance of such financing provided to corporate customers.

Net interest expense oninter-segment transactions for this segment increased 20.6% from ￦136 billion in 2017 to ￦164 billion in 2018, principally as a result of an increase in the average cost of borrowings from other segments, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.

Reversal of allowance for (impairment losses due to) credit loss and others for this segment changed from a net loss of ￦51 billion in 2017 to a net reversal of ￦62 billion in 2018, primarily as a result of improvements in the overall asset quality of our financing portfolio and the credit ratings of certain corporate borrowers.

Non-interest income attributable to this segment decreased 37.3% from ￦367 billion in 2017 to ￦230 billion in 2018, primarily due to decreases in gains on transaction of foreign exchange and on securities classified as financial assets at fair value through other comprehensive income.

Non-interest expense for this segment decreased 74.9% from ￦215 billion in 2017 to ￦54 billion in 2018, primarily as a result of a decrease in losses on transaction of foreign exchange.

Administrative expenses attributable to this segment increased 7.7% from ￦13 billion in 2017 to ￦14 billion in 2018.

Comparison of 2017 to 2016

Our net income before tax for this segment increased 25.2% from ￦111 billion in 2016 to ￦139 billion in 2017. Net income after tax also increased 26.2% from ￦84 billion in 2016 to ￦106 billion in 2017.

Interest income for this segment, which consists mainly of interest income from financing provided to corporations, decreased 3.3% from ￦153 billion in 2016 to ￦148 billion in 2017, primarily reflecting the decrease in the general level of interest rates in Korea in 2017 compared to 2016.

Net interest expense oninter-segment transactions for this segment decreased 1.4% from ￦138 billion in 2016 to ￦136 billion in 2017, principally as a result of a decrease in the average cost of borrowings from other segments, which mainly reflected the lower interest rate environment in Korea.

Impairment losses due to credit loss and others for this segment decreased 46.9% from ￦96 billion in 2016 to ￦51 billion in 2017, primarily as a result of an improvement in the overall asset quality of our financing portfolio.

Non-interest income attributable to this segment decreased 39.3% from ￦605 billion in 2016 to ￦367 billion in 2017, primarily due to a decrease in gains on transaction of foreign exchange.

Non-interest expense for this segment decreased 51.6% from ￦444 billion in 2016 to ￦215 billion in 2017, primarily as a result of a decrease in losses on transaction of foreign exchange.

Administrative expenses attributable to this segment decreased 13.3% from ￦15 billion in 2016 to ￦13 billion in 2017, primarily due to increased efficiency in the use of our sales channels.

Capital Markets

This segment consists of our core capital markets operations, including principally securities investment and trading of securities, foreign exchange and derivatives.The following table shows, for the periods indicated, our income statement data for this segment:

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦19  ￦19  ￦9   —%   (52.6)% 

Interest expense

   —   —   —   —   — 

Inter-segment

   30   18   26   (40.0)   44.4 
  

 

 

  

 

 

  

 

 

   

Net interest income

   49   37   35   (24.5)   (5.4) 

Non-interest income

   7,590   9,548   7,021   25.8   (26.5) 

Non-interest expense

   (7,586)   (9,478)   (6,965)   24.9   (26.5) 

Inter-segment

   —   —   —   —   — 
  

 

 

  

 

 

  

 

 

   

Netnon-interest income

   4   70   56   1,650.0   (20.0) 

Administrative expenses

   (18)   (16)   (18)   (11.1)   12.5 

Reversal of allowance for (impairment losses due to) credit loss and others(1)

   (34)   31   (17)   N/M(2)   N/M 
  

 

 

  

 

 

  

 

 

   

Total other income (expenses)

   (52)   15   (35)   (128.8)   N/M 
  

 

 

  

 

 

  

 

 

   

Operating income

   1   122   56   N/M   (54.1) 
  

 

 

  

 

 

  

 

 

   

Netnon-operating loss

   (5)   —   —   N/M   — 
  

 

 

  

 

 

  

 

 

   

Net income (loss) before tax

   (4)   122   56   N/M   (54.1) 
  

 

 

  

 

 

  

 

 

   

Income tax benefit (expense)

   1   (30)   (16)   N/M   (46.7) 
  

 

 

  

 

 

  

 

 

   

Net income (loss)

  ￦(3)  ￦92  ￦40   N/M   (56.5) 
  

 

 

  

 

 

  

 

 

   

(1)

Consists of reversal of allowance for (impairment losses due to) credit loss, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

N/M = not meaningful.

Comparison of 2018 to 2017

Our net income before tax for this segment decreased 54.1% from ￦122 billion in 2017 to ￦56 billion in 2018. Net income after tax also decreased 56.5% from ￦92 billion in 2017 to ￦40 billion in 2018.

Interest income for this segment, which consists mainly of interest income from securities held for trading purposes, decreased 52.6% from ￦19 billion in 2017 to ￦9 billion in 2018, primarily due to a decrease in the average yield on such securities.

Net interest income oninter-segment transactions for this segment increased 44.4% from ￦18 billion in 2017 to ￦26 billion in 2018, principally as a result of an increase in the average yield on loans to other segments, which mainly reflected the increase in the general level of interest rates in Korea in 2018 compared to 2017.

Reversal of allowance for (impairment losses due to) credit loss and others for this segment changed from a net reversal of ￦31 billion in 2017 to a net loss of ￦17 billion in 2018, primarily as a result of a significant reversal of allowance in 2017 relating to a downward adjustment in the valuation of the derivative products of a corporate customer, which waswere not repeated in 2018.

Non-interest income attributable to this segment decreased 26.5% from ￦9,548 billion in 2017 to ￦7,021 billion in 2018, primarily due to a decrease in gains on transaction of foreign exchange.

Non-interest expense for this segment decreased 26.5% from ￦9,478 billion in 2017 to ￦6,965 billion in 2018, primarily as a result of a decrease in losses on transaction of foreign exchange.

Administrative expenses attributable to this segment increased 12.5% from ￦16 billion in 2017 to ￦18 billion in 2018, primarily due to an increase in service charges resulting from higher rates charged by service providers as a result of an increase in the national minimum wage under Korean law.

Comparison of 2017 to 2016

Our net income (loss) before tax for this segment changed from a net loss of ￦4 billion in 2016 to a net gain of ￦122 billion in 2017. Net income (loss) after tax also changed from a net loss of ￦3 billion in 2016 to a net gain of ￦92 billion in 2017.

Interest income for this segment, which consists mainly of interest income from securities held for trading purposes, remained stable at ￦19 billion in 2016 and 2017.

Net interest income oninter-segment transactions for this segment decreased 40.0% from ￦30 billion in 2016 to ￦18 billion in 2017, principally as a result of a decrease in the average balance of loans to other segments.

Impairment losses due to credit loss and others for this segment changed from net loss of ￦34 billion in 2016 to a net reversal of ￦31 billion in 2017, primarily as a result of a significant reversal of allowance relating to a downward adjustment in the valuation of the derivative products of a corporate customer.

Non-interest income attributable to this segment increased 25.8% from ￦7,590 billion in 2016 to ￦9,548 billion in 2017, primarily due to an increase in gains on transaction of foreign exchange.

Non-interest expense for this segment increased 24.9% from ￦7,586 billion in 2016 to ￦9,478 billion in 2017, primarily as a result of an increase in losses on transaction of foreign exchange.

Administrative expenses attributable to this segment decreased 11.1% from ￦18 billion in 2016 to ￦16 billion in 2017, primarily due to decreases in salaries and benefits paid, attributable mainly to a reduction in the number of employees in this segment.

Credit Card

This segment consists of ourthe credit card operations.Theoperations of Woori Card. Woori Card offers credit card products and services mainly to consumers and corporate customers in Korea. The following table shows, for the periodsyears indicated, our income statement data for this segment:

 

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦557  ￦600  ￦670   7.7%   11.7% 

Interest expense

   (129)   (136)   (161)   5.4   18.4 

Inter-segment

   —   —   —   —   — 
  

 

 

  

 

 

  

 

 

   

Net interest income

   428   464   509   8.4   9.7 

Non-interest income

   986   1,164   666   18.1   (42.8) 

Non-interest expense

   (906)   (1,090)   (621)   20.3   (43.0) 

Inter-segment

   —   —   —   —   — 
  

 

 

  

 

 

  

 

 

   

Netnon-interest expense

   80   74   45   (7.5)   (39.2) 

Administrative expenses

   (148)   (165)   (171)   11.5   3.6 

Impairment losses due to credit loss and others(1)

   (216)   (235)   (227)   8.8   (3.4) 
  

 

 

  

 

 

  

 

 

   

Total other expenses

   (364)   (400)   (398)   9.9   (0.5) 
  

 

 

  

 

 

  

 

 

   

Operating income

   144   138   156   (4.2)   13.0 
  

 

 

  

 

 

  

 

 

   

Netnon-operating loss

   (2)   (5)   (5)   150.0   — 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   142   133   151   (6.3)   13.5 
  

 

 

  

 

 

  

 

 

   

Income tax expense

   (33)   (32)   (36)   (3.0)   12.5 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦109  ￦101  ￦115   (7.3)%   13.9% 
  

 

 

  

 

 

  

 

 

   
   Year ended December 31,  Percentage change 
   2017  2018  2019  2018/2017  2019/2018 
   (in billions of Won)  (%) 

Income statement data

      

Net interest income

  ￦498  ￦510  ￦554   2.4%   8.6% 

Non-interest income

   40   60   32   50.0   (46.7) 

Impairment losses due to credit loss and others(1)

   (235)   (227)   (260)   (3.4)   14.5 

General administrative expenses(2)

   (164)   (171)   (190)   4.3   11.1 
  

 

 

  

 

 

  

 

 

   

Net operating income

   138   172   136   24.6   (20.9) 

Non-operating income (expense)

   (5)   (6)   14   20.0   N/M(3) 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   133   167   150   25.6   (10.2) 

Tax expense

   (32)   (40)   (36)   25.0   (10.0) 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦101  ￦127  ￦114   25.7   (10.2) 
  

 

 

  

 

 

  

 

 

   

 

(1)

Consist of reversal of allowance for (impairment(provision for) impairment losses due to)to credit loss and others, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

Include depreciation and amortization of ￦10 billion in 2017, ￦11 billion in 2018 and ￦28 billion in 2019.

(3)

N/M = not meaningful.

Comparison of 2019 to 2018

Our net income before tax for this segment decreased 10.2% from ￦167 billion in 2018 to ￦150 billion in 2019. Net income after tax also decreased 10.2% from ￦127 billion in 2018 to ￦114 billion in 2019.

Net interest income for this segment increased 8.6% from ￦510 billion in 2018 to ￦554 billion in 2019, primarily due to an increase in the average yield on credit card receivables, including cash advances and credit card loans, which was offset in part by a decrease in the average volume of such receivables.

Non-interest income attributable to this segment decreased 46.7% from ￦60 billion in 2018 to ￦32 billion in 2019, mainly due to a decrease in fees and commissions received on credit cards resulting from a decrease in rates on credit card commissions received from merchants in accordance with Government policy.

Impairment losses due to credit loss and others for this segment increased 14.5% from ￦227 billion in 2018 to ￦260 billion in 2019, primarily as a result of an increase in the outstanding balance of our credit card receivables.

General administrative expenses attributable to this segment increased 11.1% from ￦171 billion in 2018 to ￦190 billion in 2018, mainly due to increases in salaries and benefits paid to our employees in this segment and computer andIT-related expenses.

Non-operating income (expense) for this segment changed from net expense of ￦6 billion in 2018 to net income of ￦14 billion in 2019, mainly as a result of a net reversal of provisions related to litigation in this segment due to judgments in our favor in 2019.

Comparison of 2018 to 2017

Our net income before tax for this segment increased 13.5%25.6% from ￦133 billion in 2017 to ￦151￦167 billion in 2018.Net2018. Net income after tax also increased 13.9%25.7% from ￦101 billion in 2017 to ￦115￦127 billion in 2018.

InterestNet interest income for this segment increased 11.7%2.4% from ￦600￦498 billion in 2017 to ￦670￦510 billion in 2018, primarily due to an increase in the average balance of credit card receivables, mainly reflecting an increase in the volume of credit card transactions, including cash advances and credit card loans, which was offset in part by a decrease in the average yield on such receivables.

Interest expenseNon-interest income attributable to this segment increased 18.4%50.0% from ￦136￦40 billion in 2017 to ￦161￦60 billion in 2018, primarilymainly due to increased funding needs for this segment in light of thean increase in the average balance of credit card receivables, including cash advancesfees and credit card loans.commissions income in this segment.

Impairment losses due to credit loss and others for this segment decreased 3.4% from ￦235 billion in 2017 to ￦227 billion in 2018, primarily as a result of an increasegains relating to sales of loans that were recognized in the outstanding balance of our credit card receivables.this category.

Non-interest income attributable to this segment decreased 42.8% from ￦1,164 billion in 2017 to ￦666 billion in 2018, primarily due to a decrease in credit card fees, including merchant processing fees and holder annual fees, which was attributable mainly to our adoption of IFRS 15 in 2018. See “—Results of Operations—Net Fees and Commissions Income—Comparison of 2018 to 2017.”

Non-interest expense for this segment decreased 43.0% from ￦1,090 billion in 2017 to ￦621 billion in 2018, primarily as a result of a decrease in credit card commissions, which was attributable mainly to our

adoption of IFRS 15 in 2018. See “—Results of Operations—Net Fees and Commissions Income—Comparison of 2018 to 2017.”

AdministrativeGeneral administrative expenses attributable to this segment increased 3.6%4.3% from ￦165￦164 billion in 2017 to ￦171 billion in 2018, which was primarily dueattributable to an increase in salaries paid to our employees in this segment, principally reflecting an increase in the number of such employees, as well as increases in advertising expenses relating to new products and depreciation expenses relating to IT facilities.

Comparison of 2017 to 2016

Our net income before tax for this segment decreased 6.3% from ￦142 billion in 2016 to ￦133 billion in 2017.Net income after tax also decreased 7.3% from ￦109 billion in 2016 to ￦101 billion in 2017.

Interest income for this segment increased 7.7% from ￦557 billion in 2016 to ￦600 billion in 2017, primarily due to an increase in the average balance of credit card receivables, mainly reflecting an increase in the volume of credit card transactions as well as an increase in credit card issuances, which was offset in part by a decrease in the average yield on such receivables.

Interest expense attributable to this segment increased 5.4% from ￦129 billion in 2016 to ￦136 billion in 2017, primarily due to increased funding needs for this segment in light of the increase in the average balance of credit card receivables.

Impairment losses due to credit loss and others for this segment increased 8.8% from ￦216 billion in 2016 to ￦235 billion in 2017, primarily as a result of an increase in provisions for credit losses, mainly due to a deterioration in the overall asset quality of our credit card receivables.

Non-interest income attributable to this segment increased 18.1% from ￦986 billion in 2016 to ￦1,164 billion in 2017, primarily due to an increase in credit card fees, mainly reflecting the increase in the average balance of credit card receivables.

Non-interestNon-operating expense for this segment increased 20.3% from ￦906remained relatively stable at ￦6 billion in 20162018 compared to ￦1,090￦5 billion in 2017, primarily as a result of an increase in credit card commissions, mainly reflecting the increase in the average balance of credit card receivables.2017.

Administrative expenses attributable to this segment increased 11.5% from ￦148 billion in 2016 to ￦165 billion in 2017, primarily due to an increase in salaries paid to our employees in this segment.

Other OperationsInvestment Banking

Other operations include allThis segment consists of our operations not included in the other segments, including principally theinvestment banking operations of our Credit ManagementWoori Investment Bank. Woori Investment Bank mainly provides project finance, structured finance, merger and Collection Departmentacquisition financing and our Corporate Restoration Department, our treasury operations involving transactions of securities at fair value through other comprehensive income and financing among financial institutions as well as the operations of all of our subsidiaries other than Woori Card.Theadvisory services. The following table shows, for the periodsyears indicated, our income statement data for this segment:

 

   Year ended December 31,  Percentage change 
   2016  2017  2018  2017/2016  2018/2017 
   (in billions of Won)  (%) 

Income statement data

      

Interest income

  ￦1,492  ￦1,361  ￦1,606   (8.8)%   18.0% 

Interest expense

   (864)   (835)   (984)   (3.4)   17.8 

Inter-segment

   85   97   (61)   14.1   N/M(2) 
  

 

 

  

 

 

  

 

 

   

Net interest income

   713   623   561   (12.6)   (10.0) 

Non-interest income

   4,563   2,683   1,214   (41.2)   (54.8) 

Non-interest expense

   (4,173)   (2,132)   (551)   (48.9)   (74.2) 

Inter-segment

   (87)   (162)   (202)   86.2   24.7 
  

 

 

  

 

 

  

 

 

   

Netnon-interest income

   303   389   461   28.4   18.5 

Administrative expenses

   (794)   (954)   (968)   20.2   1.5 

Reversal of allowance for credit loss and others(1)

   219   15   103   (93.2)   586.7 
  

 

 

  

 

 

  

 

 

   

Total other expenses

   (575)   (939)   (865)   63.3   (7.9) 
  

 

 

  

 

 

  

 

 

   

Operating income

   441   73   156   (83.4)   113.7 
  

 

 

  

 

 

  

 

 

   

Netnon-operating income (loss)

   56   (113)   57   N/M   N/M 
  

 

 

  

 

 

  

 

 

   

Net income (loss) before tax

   497   (40)   213   N/M   N/M 
  

 

 

  

 

 

  

 

 

   

Income tax benefit (expense)

   17   63   (41)   270.6   N/M 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦514  ￦23  ￦172   (95.7)%   647.8% 
  

 

 

  

 

 

  

 

 

   
   Year ended December 31,  Percentage change 
   2017  2018  2019  2018/2017  2019/2018 
   (in billions of Won)  (%) 

Income statement data

      

Net interest income

  ￦31  ￦43  ￦54   38.7   25.6% 

Non-interest income

   6   20   34   233.3   70.0 

Reversal of (provision for) impairment losses due to credit loss and others(1)

   3   (4)   (1)   N/M(3)   (75.0) 

General administrative expenses(2)

   (18)   (26)   (31)   44.4   19.2 
  

 

 

  

 

 

  

 

 

   

Net operating income

   22   33   56   50.0   69.7 

Non-operating expense

   —   —   (4)   —   N/A(4) 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   21   33   52   57.1   57.6 

Tax income (expense)

   (1)   1   1   N/M   0.0 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦20  ￦33  ￦53   65.0%   60.6 
  

 

 

  

 

 

  

 

 

   

 

(1)

ConsistsConsist of reversal of allowance for (impairment(provision for) impairment losses due to)to credit loss and others, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

Include depreciation and amortization of ￦1 billion in 2017, ￦1 billion in 2018 and ￦2 billion in 2019.

(3)

N/M = not meaningful.

(4)

N/A = not applicable.

Comparison of 2019 to 2018

Our net income before tax for this segment increased 57.6% from ￦33 billion in 2018 to ￦52 billion in 2019. Net income after tax also increased 60.6% from ￦33 billion in 2018 to ￦53 billion in 2019.

Net interest income for this segment, which consists mainly of interest income from financing provided to corporations, increased 25.6% from ￦43 billion in 2018 to ￦54 billion in 2019, primarily reflecting an increase in the average balance of such financing provided to corporate customers.

Non-interest income attributable to this segment increased 70.0% from ￦20 billion in 2018 to ￦34 billion in 2019, primarily due to an increase in the fees received on financing provided to corporations as a result of an increase in the average balance of such financing.

Impairment losses due to credit loss and others for this segment decreased 75.0% from ￦4 billion in 2018 to ￦1 billion in 2019, primarily as a result of our recovery of loans previously written off in this segment, as well as our efforts to improve the overall asset quality of our loan portfolio.

General administrative expenses attributable to this segment increased 19.2% from ￦26 billion in 2018 to ￦31 billion in 2019, mainly due to an increase in salary expenses as a result of an increase in the number of our employees in this segment.

Comparison of 2018 to 2017

Our net income (loss) before tax for this segment increased 57.1% from ￦21 billion in 2017 to ￦33 billion in 2018. Net income after tax also increased 65.0% from ￦20 billion in 2017 to ￦33 billion in 2018.

Net interest income for this segment increased 38.7% from ￦31 billion in 2017 to ￦43 billion in 2018, primarily reflecting an increase in the average balance of such financing provided to corporate customers.

Non-interest income attributable to this segment increased 233.3% from ￦6 billion in 2017 to ￦20 billion in 2018, primarily due to increases in gains relating to investment securities and advisory service fees.

Reversal of (provision for) impairment losses due to credit loss and others for this segment changed from a net lossreversal of ￦40￦3 billion in 2017 to a net gainprovision of ￦213￦4 billion in 2018, primarily as a result of an increase in the average balance of our loan portfolio in this segment and the application of IFRS 9 in 2018.

General administrative expenses attributable to this segment increased 44.4% from ￦18 billion in 2017 to ￦26 billion in 2018, mainly as a result of an increase in salary expenses as a result of an increase in the number of our employees in this segment.

Others

Other operations include the operations of Woori Financial Group and all of our subsidiaries (other than Woori Bank, Woori Card and Woori Investment Bank), including Woori FIS, Woori Finance Research, Woori Credit Information, Woori Fund Service, Woori Asset Management, Woori Private Equity Asset Management and Woori Global Asset Management.The following table shows, for the years indicated, our income statement data for this segment:

   Year ended December 31,  Percentage change 
   2017  2018  2019  2018/2017  2019/2018 
   (in billions of Won)  (%) 

Income statement data

      

Net interest income

  ￦—  ￦1  ￦2   N/A(3)   100.0% 

Non-interest income

   283   297   958   4.9   222.6 

Impairment losses due to credit loss and others(1)

   —   —   (1)   —   N/A 

General administrative expenses(2)

   (277)   (293)   (324)   5.8   10.6 
  

 

 

  

 

 

  

 

 

   

Net operating income

   6   5   636   (16.7)   N/M(4) 

Non-operating expense

   (5)   —   (2)   N/A   N/A 
  

 

 

  

 

 

  

 

 

   

Net income before tax

   1   6   635   500.0   N/M 

Tax expense

   (1)   (2)   (1)   100.0   (50.0) 
  

 

 

  

 

 

  

 

 

   

Net income

  ￦—  ￦3  ￦633   N/A   N/M 
  

 

 

  

 

 

  

 

 

   

(1)

Consist of reversal of (provision for) impairment losses due to credit loss and others, gain (loss) on loan sales and reversal of provisions (provisions).

(2)

Include depreciation and amortization of ￦0.5 billion in 2017, ￦26 million in 2018 and ￦16 million in 2019.

(3)

N/A = not applicable.

(4)

N/M = not meaningful.

Comparison of 2019 to 2018

Our net income before tax for this segment increased from ￦6 billion in 2018 to ￦635 billion in 2019. Net income after tax increased from ￦3 billion in 2018 to ￦633 billion in 2019.

Net interest income for this segment increased 100.0% from ￦1 billion in 2018 to ￦2 billion in 2019, primarily due to an increase in interest income from Woori FIS, Woori Asset Management and Woori Global Asset Management, some of which were newly acquired in 2019.

Non-interest income attributable to this segment increased 222.6% from ￦297 billion in 2018 to ￦958 billion in 2019, primarily as a result of dividends from Woori Bank in 2019.

Impairment losses due to credit loss and others for this segment increased from nil in 2018 to ￦1 billion in 2019, primarily as a result of provisions established in connection with deposits of the holding company.

General administrative expenses attributable to this segment increased 10.6% from ￦293 billion in 2018 to ￦324 billion in 2019, mainly due to an increase in employee benefit expenses as a result of our establishment as a holding company.

Comparison of 2018 to 2017

Our net income before tax for this segment increased 500.0% from ￦1 billion in 2017 to ￦6 billion in 2018. Net income after tax increased more than seven-fold from ￦23 billionnil in 2017 to ￦172￦3 billion in 2018.

InterestNet interest income for this segment which mainly includes interest income dueincreased from banks and on certain other loans and financial assets, increased 18.0% from ￦1,361 billionnil in 2017 to ￦1,606￦1 billion in 2018, primarily dueas a result of an increase in interest income from the deposits of the holding company, which was mainly attributable to the increase in the general level of interest rates in Korea in 2018 compared to 2017.

Interest expenseNon-interest income attributable to this segment which mainly includes interest expense on debentures, borrowings, call money and deposits due to customers, increased 17.8%4.9% from ￦835￦283 billion in 2017 to ￦984￦297 billion in 2018, primarily due to increased funding costs for this segmentan increase in light of the higher interest rate environment in Korea in 2018.fees and commissions income generated by Woori FIS.

Net interest income (expense) frominter-segment transactions for this segment changed from net income of ￦97 billion in 2017Impairment losses due to a net expense of ￦61 billion in 2018, principally as a result of increased funding needs of this segment compared to other segments.

Reversal of allowance for credit loss and others for this segment increased more thansix-fold from ￦15 billionremained constant at nil in 2017 to ￦103 billion in 2018, primarily as a result of a decrease in provisions for credit losses of

and 2018.

our Corporate Restoration Department, mainly reflecting the improvement in the financial condition of certain companies, the securities of which were held by such department.

Non-interest income attributable to this segment, which mainly includes gains on transaction of foreign exchange, gains on fair value hedged items and gains on transactions of derivatives, decreased 54.8% from ￦2,683 billion in 2017 to ￦1,214 billion in 2018, primarily due to decreases in such gains relating to our treasury operations.

Non-interest expense for this segment, which mainly includes losses on transaction of foreign exchange, losses on fair value hedged items and losses on transactions of derivatives, decreased 74.2% from ￦2,132 billion in 2017 to ￦551 billion in 2018, primarily as a result of decreases in such losses relating to our treasury operations.

AdministrativeGeneral administrative expenses attributable to this segment increased 1.5%5.8% from ￦954￦277 billion in 2017 to ￦968￦293 billion in 2018, primarilymainly due to an increase in computer andIT-related expenses relating to an upgrade of our computer systems, which was completed in May 2018.

Comparison of 2017 to 2016

Our net income (loss) before tax for this segment changed from net income of ￦497 billion in 2016 to a net loss of ￦40 billion in 2017. Net income after tax decreased 95.7% from ￦514 billion in 2016 to ￦23 billion in 2017.

Interest income for this segment, which mainly includes interest income due from banks and on certain other loans and financial assets, decreased 8.8% from ￦1,492 billion in 2016 to ￦1,361 billion in 2017, primarily due to the decrease in the general level of interest rates in Korea in 2017 compared to 2016.

Interest expense attributable to this segment, which mainly includes interest expense on debentures, borrowings, call money and deposits due to customers, decreased 3.4% from ￦864 billion in 2016 to ￦835 billion in 2017, primarily due to decreased funding costs for this segment in light of the lower interest rate environment in Korea in 2017.

Net interest income frominter-segment transactions for this segment increased 14.1% from ￦85 billion in 2016 to ￦97 billion in 2017, principally2018 as a result ofwell as an increase in the average balance of loans to other segments.

Reversal of allowance for credit loss and others for this segment decreased from 93.2% from ￦219 billion in 2016 to ￦15 billion in 2017, primarily as a result of an increase in provisions for credit losses of our Corporate Restoration Department, mainly reflecting the deterioration of the financial condition of certain companies, the securities of which were held by such department.

Non-interest income attributable to this segment, which mainly includes gains on transaction of foreign exchange, gains on fair value hedged items and gains on transactions of derivatives, decreased 41.2% from ￦4,563 billion in 2016 to ￦2,683 billion in 2017, primarily due a decrease in gains on transactions of foreign exchange, mainly reflecting lower exchange rate volatility in 2017.

Non-interest expense for this segment, which mainly includes losses on transaction of foreign exchange, losses on fair value hedged items and losses on transactions of derivatives, decreased 48.9% from ￦4,173 billion in 2016 to ￦2,132 billion in 2017, primarily as a result of a decrease in losses on transactions of foreign exchange, mainly reflecting lower exchange rate volatility in 2017.

Administrative expenses attributable to this segment increased 20.2% from ￦794 billion in 2016 to ￦954 billion in 2017, primarily due to an increase in redundancy payments, which are recorded in this segment, resulting mainly from our implementation of an early retirement program in September 2017.employee benefit expenses.

Item 5.B.

Liquidity and Capital Resources

Financial Condition

Assets

The following table sets forth, as of the dates indicated, the principal components of our assets:

 

  As of December 31, Percentage change  As of December 31, Percentage change 
2016 2017 2018 2017/2016 2018/2017  2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)  (in billions of Won) (%) 

Cash and cash equivalents

  ￦7,591  ￦6,908  ￦6,748  (9.0)%  (2.3)%  ￦6,908  ￦6,748  ￦6,393  (2.3)%  (5.3)% 

Financial assets at fair value through profit or loss (IFRS 9)

   —   —  6,126   N/A(1)   N/A   —  6,126  8,069  N/A(1)  31.7 

Financial assets at fair value through profit or loss (IAS 39)

   5,651  5,843   —   3.4   N/A  5,843   —   —  N/A  N/A 

Financial assets at fair value through other comprehensive income

   —   —  18,063   N/A   N/A   —  18,063  27,731  N/A  53.5 

Available-for-sale financial assets

   20,818  15,353   —   (26.3)   N/A  15,353   —   —  N/A  N/A 

Securities at amortized cost

   —   —  22,933   N/A   N/A   —  22,933  20,321  N/A  (11.4) 

Held-to-maturity financial assets

   13,910  16,749   —   20.4   N/A  16,749   —   —  N/A  N/A 

Loans and other financial assets at amortized cost:

   —   —  282,458  N/A  N/A   —  282,458  293,718  N/A  4.0 

Loans and receivables:

   258,393  267,106   —  3.4  N/A  267,106   —   —  N/A  N/A 

Due from banks(2)

   14,821  8,868  14,151  (40.1)  59.6  8,868  14,151  14,492  59.6  2.4 

Loans(2)

   235,401  251,523  260,820  6.8  3.7  251,523  260,820  271,032  3.7  3.9 

Loans in local currency

   191,309  200,213  210,701  4.7  5.2  200,213  210,701  221,484  5.2  5.1 

Loans in foreign currencies

   14,102  13,148  15,239  (6.8)  15.9  13,148  15,239  18,534  15.9  21.6 

Domestic banker’s letter of credit

   3,754  2,517  2,934  (33.0)  16.6 

Domestic banker’s usance

 2,517  2,934  2,900  16.6  (1.2) 

Credit card accounts

   6,674  6,827  8,051  2.3  17.9  6,827  8,051  8,399  17.9  4.3 

Bills bought in foreign currencies

   7,759  8,197  7,874  5.6  (3.9)  8,197  7,874  4,772  (3.9)  (39.4) 

Bills bought in local currency

   414  335  23  (19.1)  (93.1)  335  23  61  (93.1)  165.2 

Factoring receivables

   97  138  46  42.3  (66.7)  138  46  21  (66.7)  (54.3) 

Advances for customers on guarantees

   25  24  14  (4.0)  (41.7)  24  14  13  (41.7)  (7.1) 

Privately placed bonds

   328  362  366  10.4  1.1  362  366  307  1.1  (16.1) 

Securitized loans

   253  563  1,377  122.5  144.6  563  1,377  2,250  144.6  63.4 

Call loans

   2,985  3,003  2,669  0.6  (11.1)  3,003  2,669  3,290  (11.1)  23.3 

Bonds purchased under resale agreements

   8,855  16,859  11,702  90.4  (30.6)  16,859  11,702  8,982  (30.6)  (23.2) 

Loan origination costs and fees

   251  511  574  103.6  12.3  511  574  621  12.3  8.2 

Others

   459  607  1,037  32.2  70.8  607  1,037  980  70.8  (5.5) 

Discounted present value

   (14)  (11)  (10)  (21.4)  (9.1)  (11)  (10)  (7)  (9.1)  (30.0) 

Loss allowance

   (1,851)  (1,770)  (1,778)  (4.4)  0.5  (1,770)  (1,778)  (1,575)  0.5  (11.4) 

Other financial assets (other receivables)(2)

   8,177  6,715  7,487  (17.9)  11.5  6,715  7,487  8,193  11.5  9.4 

Investments in joint ventures and associates

   439  417  362  (5.0)  (13.2)  417  362  806  (13.2)  122.7 

Investment properties

   358  371  378  3.6  1.9  371  378  280  1.9  (25.9) 

Premises and equipment

   2,458  2,478  2,450  0.8  (1.1)  2,478  2,450  3,365  (1.1)  37.3 

Other assets(3)

   1,065  1,070  929  0.5  (13.2)  1,070  929  1,299  (13.2)  39.8 
  

 

  

 

  

 

    

 

  

 

  

 

   

Total assets

  ￦310,683  ￦316,295  ￦340,447  1.8%  7.6%  ￦316,295  ￦340,447  ￦361,981  7.6  6.3 
  

 

  

 

  

 

    

 

  

 

  

 

   

 

(1)

N/A = not applicable.

(2)

Net of allowance for credit losses.

(3)

Includes intangible assets and goodwill, assets held for sale,distribution (sale), net defined benefit assets, current tax assets, deferred tax assets, derivative assets and other assets.

For further information on our assets, see “Item 4.B. Business Overview—Assets and Liabilities.”

Comparison of 2019 to 2018

Our total assets increased 6.3% from ￦340,447 billion as of December 31, 2018 to ￦361,981 billion as of December 31, 2019, principally due to a 3.9% increase in loans from ￦260,820 billion as of December 31, 2018 to ￦271,032 billion as of December 31, 2019, which was enhanced by a 53.5% increase in financial assets at fair

value through other comprehensive income from ￦18,063 billion as of December 31, 2018 to ￦27,731 billion as of December 31, 2019.

The increase in loans was primarily attributable to a 5.1% increase in loans in local currency from ￦210,701 billion as of December 31, 2018 to ￦221,484 billion as of December 31, 2019, which was enhanced by a 21.6% increase in loans in foreign currencies from ￦15,239 billion as of December 31, 2018 to ￦18,534 billion as of December 31, 2019. Such increases were partially offset by a 39.4% decrease in bills bought in foreign currencies from ￦7,874 billion as of December 31, 2018 to ￦4,772 billion as of December 31, 2019 and a 23.2% decrease in bonds purchased under resale agreements from ￦11,702 billion as of December 31, 2018 to ￦8,982 billion as of December 31, 2019. The increase in financial assets at fair value through other comprehensive income was primarily attributable to a 57.9% increase in debt securities of financial institutions from ￦11,253 billion as of December 31, 2018 to ￦17,770 billion as of December 31, 2019, which was enhanced by a 114.7% increase in corporate debt securities from ￦1,824 billion as of December 31, 2018 to ￦3,917 billion as of December 31, 2019.

Comparison of 2018 to 2017

Our total assets increased 7.6% from ￦316,295 billion as of December 31, 2017 to ￦340,447 billion as of December 31, 2018, principally due to a 3.7% increase in loans from ￦251,523 billion as of December 31, 2017 to ￦260,820 billion as of December 31, 2018, which was enhanced by a 36.9% increase inheld-to-maturity financial assets of ￦16,749 billion as of December 31, 2017 compared to securities at amortized cost of ￦22,933 billion as of December 31, 2018 and a 59.6% increase in due from banks from ￦8,868 billion as of December 31, 2017 to ￦14,151 billion as of December 31, 2018.

The increase in loans was mainly attributable to a 5.2% increase in loans in local currency from ￦200,213 billion as of December 31, 2017 to ￦210,701 billion as of December 31, 2018, which was partially offset by a 30.6% decrease in bonds purchased under resale agreements from ￦16,859 billion as of December 31, 2017 to ￦11,702 billion as of December 31, 2018. The increase inheld-to-maturity financial assets as of December 31, 2017 compared to securities at amortized cost as of December 31, 2018 was primarily attributable to an 88.3% increase in such securities of Korean treasury and government agencies from ￦3,995 billion as of December 31, 2017 to ￦7,523 billion as of December 31, 2018 and a 30.8% increase in such securities of financial institutions from ￦7,245 billion as of December 31, 2017 to ￦9,475 billion as of December 31, 2018. The increase in due from banks was mainly the result of a 76.7% increase in amounts due from the Bank of Korea from ￦6,246 billion as of December 31, 2017 to ￦11,035 billion as of December 31, 2018.

Comparison of 2017 to 2016

Our total assets increased 1.8% from ￦310,683 billion as of December 31, 2016 to ￦316,295 billion as of December 31, 2017, primarily as a result of a 6.8% increase in loans from ￦235,401 billion as of December 31, 2016 to ￦251,523 billion as of December 31, 2017. This increase in loans was mainly the result of a 4.7% increase in loans in local currency from ￦191,309 billion as of December 31, 2016 to ￦200,213 billion as of December 31, 2017 and a 90.4% increase in bonds purchased under resale agreement from ￦8,855 billion as of December 31, 2016 to ￦16,859 billion as of December 31, 2017. Such increase was partially offset by a 40.1% decrease in due from banks from ￦14,821 billion as of December 31, 2016 to ￦8,871 billion as of December 31, 2017.

Liabilities and Equity

The following table sets forth, as of the dates indicated, the principal components of our liabilities and our equity:

 

  As of December 31, Percentage change   As of December 31, Percentage change 
2016 2017 2018 2017/2016 2018/2017  2017 2018 2019 2018/2017 2019/2018 
  (in billions of Won) (%)   (in billions of Won) (%) 

Liabilities:

            

Financial liabilities at fair value through profit or loss (IFRS 9)

  ￦—  ￦—  ￦2,283  N/A(1)  N/A   ￦—  ￦2,283  ￦2,958  N/A(1)  29.6% 

Financial liabilities at fair value through profit or loss (IAS 39)

   3,803  3,428   —  (9.9)%  N/A    3,428   —   —  N/A  N/A 

Deposits due to customers

   221,020  234,695  248,691  6.2  6.0%    234,695  248,691  264,686  6.0%  6.4 

Borrowings

   18,770  14,785  16,203  (21.2)  9.6    14,785  16,203  18,999  9.6  17.3 

Debentures

   23,566  27,870  28,736  18.3  3.1    27,870  28,736  30,858  3.1  7.4 

Provisions

   429  410  391  (4.4)  (4.6)    410  391  444  (4.6)  13.6 

Other financial liabilities

   21,985  13,892  21,443  (36.8)  54.4    13,892  21,443  17,707  54.4  (17.4) 

Other liabilities(2)

   564  651  747  15.4  14.7    651  747  837  14.7  12.0 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total liabilities

   290,137  295,730  318,494  1.9  7.7    295,730  318,494  336,488  7.7  5.6 
  

 

  

 

  

 

     

 

  

 

  

 

   

Equity:

            

Owner’s equity:

            

Capital stock

   3,381  3,381  3,381   —   —    3,381  3,381  3,611   —  6.8 

Hybrid securities

   3,575  3,018  3,162  (15.6)  4.8    3,018  3,162  998  4.8  (68.4) 

Capital surplus

   286  286  286   —   —    286  286  626   —  118.9 

Other equity

   (1,468)  (1,939)  (2,214)  32.1  14.2    (1,939)  (2,214)  (2,249)  14.2  1.6 

Retained earnings(3)

   14,612  15,620  17,125  6.9  9.6    15,620  17,125  18,525  9.6  8.2 
  

 

  

 

  

 

     

 

  

 

  

 

   
   20,386  20,366  21,740  (0.1)  6.7    20,366  21,740  21,510  6.7  (1.1) 
  

 

  

 

  

 

     

 

  

 

  

 

   

Non-controlling interests

   160  199  213  24.4  7.0    199  213  3,982  7.0  1769.5 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total equity

   20,546  20,565  21,953  0.1  6.7    20,565  21,953  25,492  6.7  16.1 
  

 

  

 

  

 

     

 

  

 

  

 

   

Total liabilities and equity

  ￦310,683  ￦316,295  ￦340,447  1.8%  7.6%   ￦316,295  ￦340,447  ￦361,981  7.6  6.3 
  

 

  

 

  

 

     

 

  

 

  

 

   

 

(1)

N/A = not applicable.

(2)

Includes net defined benefit liability, current tax liabilities, deferred tax liabilities, derivative liabilities and other liabilities.

(3)

Includes regulatory reserve for credit loss of ￦2,255 billion as of December 31, 2016, ￦2,438 billion as of December 31, 2017, and ￦2,578 billion as of December 31, 2018.2018 and ￦2,356 billion as of December 31, 2019.

For further information on our liabilities, see “Item 4.B. Business Overview—Assets and Liabilities.”

Comparison of 2019 to 2018

Our total liabilities increased 5.6% from ￦318,494 billion as of December 31, 2018 to ￦336,488 billion as of December 31, 2019, principally as a result of a 6.4% increase in deposits due to customers from ￦248,691 billion as of December 31, 2018 to ￦264,686 billion as of December 31, 2019. The increase in deposits due to customers was primarily due to a 9.8% increase in time deposits from ￦204,052 billion as of December 31, 2018 to ￦224,116 billion as of December 31, 2019, which was partially offset by an 85.0% decrease in certificates of deposits from ￦6,511 billion as of December 31, 2018 to ￦974 billion as of December 31, 2019.

Our total equity increased 16.1% from ￦21,953 billion as of December 31, 2018 to ￦25,492 billion as of December 31, 2019. Such increase mainly reflected a significant increase innon-controlling interests from ￦213 billion as of December 31, 2018 to ￦3,982 billion as of December 31, 2019, principally due to the classification of hybrid securities (issued by Woori Bank) asnon-controlling interests starting from January 11, 2019.

Comparison of 2018 to 2017

Our total liabilities increased 7.7% from ￦295,730 billion as of December 31, 2017 to ￦318,494 billion as of December 31, 2018, principally as a result of a 6.0% increase in deposits due to customers from ￦234,695 billion as of December 31, 2017 to ￦248,691 billion as of December 31, 2018, which was enhanced by a 54.4% increase in other financial liabilities from ￦13,892 billion as of December 31, 2017 to ￦21,443 billion as of December 31, 2018. The increase in deposits due to customers was primarily due to a 5.0% increase in time deposits in local currency from ￦194,293 billion as of December 31, 2017 to ￦204,052 billion as of December 31, 2018. The increase in other financial liabilities primarily reflected a 444.7% increase in domestic exchange payables from ￦1,310 billion as of December 31, 2017 to ￦7,135 billion as of December 31, 2018.

Our total equity increased 6.7% from ￦20,565 billion as of December 31, 2017 to ￦21,953 billion as of December 31, 2018. Such increase mainly reflected a 9.6% increase in retained earnings from ￦15,620 billion as

of December 31, 2017 to ￦17,125 billion as of December 31, 2018, which was enhanced by a 4.8% increase in hybrid securities from ￦3,018 billion as of December 31, 2017 to ￦3,162 billion as of December 31, 2018. Such increases were partially offset by a 14.2% increase in negative other equity from ￦1,939 billion as of December 31, 2017 to ￦2,214 billion as of December 31, 2018, primarily reflecting a significant increase in accumulated other comprehensive loss from ￦90 billion as of December 31, 2017 to ￦572 billion as of December 31, 2018, which was partially offset by an 11.4% decrease in negative other capital adjustments from ￦1,815 billion as of December 31, 2017 to ￦1,608 billion as of December 31, 2018. The increase in accumulated other comprehensive loss was principally attributable to a change from gain on valuation ofavailable-for-sale financial assets of ￦302 billion as of December 31, 2017 to a net loss on valuation of financial assets at fair value through other comprehensive income of ￦87 billion, resulting mainly from adjustments relating to the reclassification of certainavailable-for-sale financial assets under IAS 39 to financial assets at fair value through other comprehensive income and financial assets at fair value through profit or loss under IFRS 9. For further information regarding the impact of the adoption of IFRS 9 on our equity, see Note2-(1)-1)-e) of the notes to our consolidated financial statements included elsewhere in this annual report.

Comparison of 2017 to 2016

Our total liabilities increased 1.9% from ￦290,137 billion as of December 31, 2016 to ￦295,730 billion as of December 31, 2017, primarily as a result of increases in deposits due to customers and debentures, the effect of which was partially offset by decreases in other financial liabilities and borrowings. Our deposits due to customers increased 6.2% from ￦221,020 billion as of December 31, 2016 to ￦234,695 billion as of December 31, 2017, mainly due to a 5.8% increase in time deposits in local currency from ￦183,723 billion as of December 31, 2016 to ￦194,293 billion as of December 31, 2017. Debentures increased 18.3% from ￦23,566 billion as of December 31, 2016 to ￦27,870 billion as of December 31, 2017, primarily due to higher issuances of debentures in anticipation of rising interest rate levels. Other financial liabilities decreased 36.8% from ￦21,985 billion as of December 31, 2016 to ￦13,892 as of December 31, 2017, principally due to an 84.6% decrease in domestic exchange payables from ￦8,481 billion as of December 31, 2016 to ￦1,310 billion as of December 31, 2017. Borrowings decreased 21.2% from ￦18,770 billion as of December 31, 2016 to ￦14,785 as of December 31, 2017, primarily as a result of a significant decrease in bonds sold under repurchase agreements from ￦2,005 billion as of December 31, 2016 to ￦3 billion as of December 31, 2017.

Our total equity remained relatively stable at ￦20,565 billion as of December 31, 2017, compared to ￦20,546 billion as of December 31, 2016. A 6.9% increase in retained earnings from ￦14,612 billion as of December 31, 2016 to ￦15,620 billion as of December 31, 2017 was offset by a 15.6% decrease in hybrid securities from ￦3,575 billion as of December 31, 2016 to ￦3,018 billion as of December 31, 2017 and a 32.1% increase in negative other equity from ￦1,468 billion as of December 31, 2016 to ￦1,939 billion as of December 31, 2017. The increase in retained earnings was attributable mainly to the net income we generated in 2017. The decrease in hybrid securities was principally due to the redemptions ofWon-denominated hybrid securities in March 2017 and U.S.dollar-denominated hybrid securities in May 2017, which were offset in part by the issuance of U.S.dollar-denominated hybrid securities in May 2017. The increase in negative other equity was primarily attributable to a 12.9% increase in negative other capital adjustments from ￦1,607 billion as of December 31, 2016 to ￦1,815 billion as of December 31, 2017 and a more thanfour-fold increase in loss on foreign currency translation of foreign operations from ￦48 billion as of December 31, 2016 to ￦243 billion as of December 31, 2017.

Liquidity

Our primary source of funding has historically been and continues to be customer deposits, particularlylower-cost retail deposits. Customer deposits amounted to ￦221,020 billion, ￦234,695 billion, ￦248,691 billion and ￦248,691￦264,686 billion as of December 31, 2016, 2017, 2018 and 2018,2019, which represented approximately 82.8%82.7%, 82.7% and 82.7%83.0% of our total funding, respectively.We have historically been able to use customer deposits to finance our operations generally, including meeting a portion of our liquidity requirements. Although the majority of deposits are short term, it has been our experience that the majority of our depositors generally roll over their deposits at

maturity, thus providing us with a stable source of funding.However,funding. However, in the event that a substantial number of our depositors do not roll over their deposits or otherwise decide to withdraw their deposited funds, we would need to place increased reliance on alternative sources of funding, some of which may be more expensive than customer deposits, in order to finance our operations. See “Item 3.D. Risk Factors—Other risks relating to our business—Our funding is highly dependent onshort-term deposits, which dependence may adversely affect our operations.” In particular, we may increase our utilization of alternative funding sources such asshort-term borrowings and cash and cash equivalents (including funds from maturing loans), as well as liquidating our positions in trading and investment securities and using the proceeds to fund parts of our operations, as necessary.

We also obtain funding through borrowings and issuances of debentures to meet our liquidity needs. Borrowings represented 7.0%6.4%, 6.4%6.6% and 6.6%7.0% of our total funding as of December 31, 2016, 2017, 2018 and 2018, respectively.Debentures2019, respectively. Debentures represented 8.8%9.8%, 9.8%9.6% and 9.6%9.7% of our total funding as of December 31, 2016, 2017, 2018 and 2018, respectively.For2019, respectively. For further information on our sources of funding, see “Item 4.B. Business Overview—Assets and Liabilities—Funding.”

Our liquidity risks arise from withdrawals of deposits and maturities of our borrowings and debentures, as well as our need to fund our lending, trading and investment activities and to manage our trading positions. Our

goal in managing our liquidity is to be able, even under adverse conditions, to meet all of our liability repayments on time and to fund all investment opportunities. For a discussion of how we manage our liquidity risk, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Liquidity Risk Management.”

The Financial Services Commission requires each Korean financial holding company and each Korean bank to maintain specific Won and foreign currency liquidity ratios. These ratios require us to keep our ratio of liquid assets to liquid liabilities above certain minimum levels. For a description of these requirements, see “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies—Liquidity” and “—Principal Regulations Applicable to Banks—Liquidity.” We are currently in compliance with all such requirements. In addition, notwithstanding any global economic and financial disruption resulting from the recentCOVID-19 pandemic, we do not expect to experience issues relating to foreign currency liquidity due to the low likelihood of large withdrawals of foreign currency and our access to existing lines of credit in foreign currency.

We are a financial holding company, and substantially all of our operations are in our subsidiaries. Accordingly, we rely on distributions from our subsidiaries, direct borrowings and issuances of debt and equity securities to fund our liquidity obligations at the holding company level. See “Item 3.D. Risk Factors—Risks relating to our financial holding company structure and strategy.”

Contractual Obligations andOff-Balance Sheet Arrangements

The following table sets forth our contractual obligations as of December 31, 2018:2019:

 

  Payments due by period   Payments due by period 
  Total   Less than
1 year		   1-3 years   3-5 years   More than
5 years		   Total   Less than
1 year		   1-3 years   3-5 years   More than
5 years		 
  (in billions of Won)   (in billions of Won) 

Contractual obligations

                    

Borrowing obligations(1)

  ￦16,500   ￦12,702   ￦2,399   ￦757   ￦642   ￦19,791   ￦15,588   ￦2,817   ￦865   ￦521 

Debenture obligations(1)

   30,714    9,356    13,432    5,523    2,403    32,818    11,070    13,112    6,099    2,537 

Deposits(2)(3)

   252,216    243,247    6,364    735    1,870    267,508    259,040    5,933    657    1,878 

Operating lease obligations

   1,475    249    487    482    257 

Lease obligations

   435    161    142    91    41 

Purchase obligations

   59    12    19    18    10    87    17    28    28    14 

Employee severance plan obligations

   2,524    81    155    140    2,148    2,737    16    163    146    2,412 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦303,488   ￦265,647   ￦22,856   ￦7,655   ￦7,330   ￦323,376   ￦285,892   ￦22,195   ￦7,886   ￦7,403 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Includes estimated future interest payments, which have been estimated using contractual interest rates and scheduled contractual maturities of the outstanding borrowings and debentures as of December 31, 2018.2019. In order to calculate future interest payments on debts with floating rates, we used contractual interest rates as of December 31, 2018.2019.

(2)

Comprising certificates of deposit, other time deposits and installment deposits.

(3)

Includes estimated future interest payments, which have been estimated using weighted average interest rates paid for 2018in 2019 for each deposit product category and their scheduled contractual maturities.

We utilizecredit-related financial instruments withoff-balance sheet risk in our normal course of business. The primary purpose of those instruments is to generate fee income for us, in return for making credit support and funds available to our customers as required. Such instruments consist primarily of guarantees, commercial letters of credit and unused lines of credit. Guarantees include guarantees for loans, debentures, trade financing arrangements and guarantees for other financings. Contingent liabilities for which guaranteed amounts are not finalized appear asoff-balance sheet items in the notes to the financial statements. Such contingent liabilities include, among others, contingent liabilities relating to trade financings and derivatives contracts with respect to foreign exchange rates and interest rates.

We also enter into transactions with certain structured entities, including through the purchase of their subordinated debt and the provision of credit facilities to them. For further information, see Notes1-(5) and1-(6) of the notes to our consolidated financial statements included elsewhere in this annual report.

The following table sets forth ouroff-balance sheet guarantees and commitments as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in billions of Won)   (in billions of Won) 

Confirmed guarantees

  ￦8,270   ￦6,875   ￦7,108   ￦6,875   ￦7,108   ￦7,689 

Guarantees for loans

   80    157    126    157    126    90 

Acceptances

   504    321    372    321    372    392 

Guarantees in acceptances of imported goods

   98    108    158    108    158    225 

Other confirmed guarantees

   7,588    6,289    6,452    6,289    6,453    6,983 

Unconfirmed guarantees

   5,102    4,527    4,297    4,527    4,297    4,046 

Local letter of credit

   398    383    305    383    305    193 

Letter of credit

   3,844    3,638    3,323    3,638    3,323    3,081 

Other unconfirmed guarantees

   860    506    669    506    670    771 

Commercial paper purchase commitments and others

   1,390    1,458    1,261    1,458    1,261    884 

Loan commitments and others:

            

Loans

   83,795    80,760    97,797    80,760    97,797    103,652 

Others

   4,841    4,546    5,041    4,546    5,041    5,994 

We analyze ouroff-balance sheet legally bindingcredit-related commitments for possible losses associated with such commitments. We review the ability of the counterparties of the underlyingcredit-related commitments to perform their obligations under the commitments and, if we determine that a loss is probable and estimable, we establish allowances for possible losses in a manner similar to allowances that we would establish with respect to a loan granted under the terms of the applicable commitment. These allowances are reflected as provisions in our statement of financial position. As of December 31, 2018, we had established provisions for possible losses of ￦211￦205 billion with respect to ourcredit-related guarantees and loan commitments.

Capital Adequacy

We are subject to the capital adequacy requirements of the Financial Services Commission. The requirements applicable commencing in December 2013 pursuant to amended Financial Services Commission regulations promulgated in July 2013 were formulated based on Basel III, which was first introduced by the Basel Committee on Banking Supervision, Bank for International Settlements in December 2009. Under the amended Financial Services Commission regulations, all financial holding companies and banks in Korea are required to maintain certain minimum ratios of Tier I common equity capital, total Tier I capital and total Tier I and Tier II capital torisk-weighted assets. See “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Financial Holding Companies Capital Adequacy” and “—Principal Regulations Applicable to Banks—Capital Adequacy.”

If a financial holding company or a bank fails to maintain its capital adequacy ratios, the Korean regulatory authorities may impose penalties on such financial holding company or bank ranging from a warning to suspension or revocation of its license. See “Item 3.D. Risk Factors—Other risks relating to our business—We

may be required to raise additional capital if our capital adequacy ratio deterioratesratios deteriorate or the applicable capital requirements change in the future, but we may not be able to do so on favorable terms or at all.”

The following table sets forth a summary of our capital and capital adequacy ratios as of December 31, 2016, 2017, 2018 and 20182019 based on IFRS and applicable regulatory reporting standards:

 

  As of December 31,   As of December 31, 
  2016 2017 2018   2017 2018 2019 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Tier I capital

        

Tier I common equity capital

        

Capital stock

  ￦3,381  ￦3,381  ￦3,381   ￦3,381  ￦3,381  ￦3,611 

Capital surplus

   286  286  286    286  286  626 

Retained earnings

   14,612  15,620  17,125    15,620  17,125  18,525 

Non-controlling interests in consolidated subsidiaries

   22  19  22    19  22  20 

Others

   (2,586)  (3,231)  (3,538)    (3,231)  (3,538)  (3,647) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Additional Tier I capital

        

Hybrid securities

   3,232  3,006  3,130    3,006  3,130  998 

Other equity

   43  35  17    35  17  2,343 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total Tier I capital

  ￦18,990  ￦19,116  ￦20,423   ￦19,116  ￦20,423  ￦22,476 
  

 

  

 

  

 

   

 

  

 

  

 

 

Tier II capital

        

Allowance for credit losses(1)

  ￦145  ￦78  ￦194   ￦78  ￦194  ￦1,209 

Subordinated debt

   2,292  1,870  1,507    1,870  1,507   — 

Others

   1,474  1,539  2,127    1,539  2,127  3,431 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total Tier II capital

  ￦3,911  ￦3,487  ￦3,828   ￦3,487  ￦3,828  ￦4,640 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total Tier I and Tier II capital

  ￦22,901  ￦22,603  ￦24,251   ￦22,603  ￦24,251  ￦27,116 
  

 

  

 

  

 

   

 

  

 

  

 

 

Risk-weighted assets

        

Creditrisk-weighted assets

  ￦138,018  ￦134,768  ￦142,626   ￦134,768  ￦142,626  ￦209,803 

Marketrisk-weighted assets

   2,278  2,317  2,372    2,317  2,372  5,587 

Operationalrisk-weighted assets

   9,432  9,677  9,973    9,677  9,973  12,656 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

  ￦149,728  ￦146,762  ￦154,971   ￦146,762  ￦154,971  ￦228,046 
  

 

  

 

  

 

   

 

  

 

  

 

 

Tier I common equity capital ratio

   10.50%  10.95%  11.15%    10.95%  11.15%  8.39% 

Total Tier I capital ratio

   12.68  13.03  13.18    13.03  13.18  9.86 

Tier II capital ratio

   2.61  2.37  2.47    2.37  2.47  2.03 

Total Tier I and Tier II capital ratio

   15.29  15.40  15.65    15.40  15.65  11.89 

 

(1)

Allowance for credit losses in respect of credits classified as normal or precautionary is used to calculate Tier II capital only to the extent such allowances represent up to 1.25% of risk-weighted assets.

Recent Accounting Pronouncements

See Note2-(1)-2) of the notes to our consolidated financial statements for a description of other recent accounting pronouncements under IFRS as issued by the IASB that have been issued but are not yet effective.

 

Item 5.C.

Research and Development, Patents and Licenses, etc.

Not Applicable

 

Item 5.D.

Trend Information

These matters are discussed under Item 5.A and Item 5.B above where relevant.

Item 5.E.

Off-Balance Sheet Arrangements

See “Item 5.B. Liquidity and Capital Resources—Financial Condition—Contractual Obligations andOff-Balance Sheet Arrangements.”

Item 5.F.

Tabular Disclosure of Contractual Obligations

See “Item 5.B. Liquidity and Capital Resources—Financial Condition—Contractual Obligations andOff-Balance Sheet Arrangements.”

 

Item 5.G.

Safe Harbor

See “Forward-Looking Statements.”

 

Item 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

Item 6.A.

Directors and Senior Management

Board of Directors

Our board of directors has the ultimate responsibility for managing our affairs. The board currently comprises onetwo standing director,directors, onenon-standing director and fivesix outside directors. Standing directors are directors who are our full-time executive officers, whilenon-standing directors and outside directors are directors who are not full-time executive officers. Outside directors represent a cross-section of respected and experienced members of the academic, financial, corporate and other fields in Korea and elsewhere, and must also satisfy certain requirements under Korean law and our articles of incorporation to evidence their independence from us.

Our articles of incorporation provide that the board can have no more than 15 directors. There must be at least three outside directors and they must comprise a majority of the directors. Each director may be elected for a term of office not exceeding three years and may bere-elected, provided that each outside director may be elected for a term of office not exceeding two years and may bere-elected on an annual basis but may not serve in such office for more than a total of six years. In addition, with respect to all directors, such term of office will be extended until the close of the annual general meeting of shareholders convened in respect of the last fiscal year of the director’s term of office. These terms are subject to the Korean Commercial Code, the Financial Holding Company Act and related regulations.

Pursuant to an agreement Woori Bankwe entered into with the KDIC in December 2016, Woori Bank wasJuly 2019, we are required to use itsour best efforts to cause an employee of the KDIC nominated by it to be appointed as Woori Bank’sournon-standing director, so long as the KDIC either (x) ownedowns 10% or more of Woori Bank’sour issued shares with voting rights or (y) ownedowns more than 4% but less than 10% of Woori Bank’sour total issued shares with voting rights and remained Woori Bank’sremains our largest shareholder (other than the National Pension Service of Korea). While such agreement with Woori Bank has expired, we expect to enter into an agreement with similar terms with the KDIC in the first half of 2019. See.See “Item 10.C. Material Contracts.”

Our board of directors meets regularly on a quarterly basis to discuss and resolve various corporate matters. The board may also convene for additional extraordinary meetings at the request of the president or chairman of the board. A director (other than the president or chairman of the board) may request the president or chairman of the board to convene an extraordinary meeting. In the event that the president or chairman of the board rejects such request without justifiable reason, another director may convene the extraordinary meeting.

The names and positions of our directors are set forth below. The business address of all of the directors is our registered office at 51,Sogong-ro,Jung-gu, Seoul, Korea.

Standing Director

Our standing director isdirectors are as follows:

 

Name

  Age   Position  Director Since Year Term
Ends(1)		 

Tae-Seung Sohn

   60   President and Chief Executive Officer  December 22, 2017(2)  2020 

Name

Date of Birth

Position

Director Since

Year Term
Ends(1)

The date on which the term will end will be the date of the general shareholders’ meeting in the relevant year.Tae-Seung Son

May 16, 1959President and Chief Executive OfficerDecember 22, 2017(2)2023

Prior to Won-Duk Lee

January 11, 2019, served as a director of Woori Bank.

15, 1962		Director and Deputy PresidentMarch 25, 20202021

Such director is not involved in any significant business activities outside us and our subsidiaries.

Tae-Seung Sohnwas elected at an extraordinary general meeting of Woori Bank’s shareholders held in December 2018 to serve as our president and chief executive officer upon our establishment, and has also been serving as the president and chief executive officer of Woori Bank since December 2017. Previously, he served as head of the global business unit of Woori Bank. Prior to that, he was a managing director of the financial market business division. Mr. Sohn holds a Bachelor of Laws from Sungkyunkwan University, a Master of Laws from Seoul National University and a Master of Business Administration from the Helsinki School of Economics.

Non-Standing Director

Our non-standing director is as follows:

Name

  Age   Position  Director Since Year Term
Ends(1)		 

Chang-Sik Bae

   55   Non-Standing Director  March 23, 2018(2)  2020 

 

(1)

The date on which the term will end will be the date of the general shareholders’ meeting in the relevant year.

(2)

Prior to January 11, 2019, served as a director of Woori Bank.

Chang-SikTae-Seung BaeSonis our president and chief executive officer and also served as the president and chief executive officer of Woori Bank from December 2017 to March 2020. Previously, he served as a deputy

president of the global business unit of Woori Bank. Mr. Sohn holds a Bachelor of Laws from Sungkyunkwan University, a Master of Laws from Seoul National University and a Master of Business Administration from the Helsinki School of Economics.

Won-Duk Leeserves as deputy president of our strategy planning unit. Previously, he served as executive vice president and managing director of the management and finance planning group of Woori Bank. He holds a Bachelor of Science in Agriculture and a Master of Arts in Economics from Seoul National University.

Such directors are not involved in any significant business activities outside us and our subsidiaries.

Non-Standing Director

Our non-standing director is as follows:

Name

Date of BirthPositionDirector SinceYear Term
Ends(1)

Hong-Tae Kim

February 20, 1966Non-Standing DirectorMarch 25, 20202022

(1)

The date on which the term will end will be the date of the general shareholders’ meeting in the relevant year.

Hong-Tae Kimwas elected at an extraordinary general meeting of Woori Bank’s shareholders held in December 2018 to serve as ournon-standing director upon our establishment, and was previously anon-standing director of Woori Bank (from which position he resigned as of December 28, 2018).in March 2020. He currently serves as Senior General ManagerHead of Human Resources and AdministrationCreative Management at the KDIC. He holds a Bachelor of Arts in International TradeEconomics from Hankuk University of Foreign Studies.Seoul National University.

Outside Directors

We currently have fivesix outside directors. Pursuant to a commitment made by the KDIC in connection with the bidding process for the sale of a combined 29.7% ownership interest in Woori Bank in December 2016 and January 2017, five of the seven winning bidders each nominated one person to become a new outside director, and each such nominee was elected as a new outside director at an extraordinary general meeting of Woori Bank’s shareholders held in December 2016. In December 2018, five persons, each nominated by one of such winning bidders, were elected at an extraordinary general meeting of Woori Bank’s shareholders to serve as our outside directors upon our establishment.establishment, and in March 2020, one person nominated by Fubon Life Insurance Co., Ltd., pursuant to a commitment made by Woori Bank in connection with its disposal of 42,103,377 shares of our common stock in September 2019, was elected at the annual general meeting of our shareholders to serve as our outside director. Three of such personsour outside directors concurrently serve as outside directors of Woori Bank. See “Item 4.A. History and Development of the Company—Privatization Plan—Sales of the KDIC’s Ownership Interest.Interest” and “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group—Reorganization and Expansion of Woori Financial Group.”

Our outside directors are as follows:

 

Name

  Age   Position   Director Since  Year Term Ends(1) 

Sung-Tae Ro

   72    Outside Director    December 30, 2016(2)   2021 

Sang-Yong Park

   68    Outside Director    December 30, 2016(2)   2021 

Chan-Hyoung Chung

   63    Outside Director    December 28, 2018(2)   2021 

Zhiping Tian

   53    Outside Director    December 30, 2016(2)   2021 

Dong-Woo Chang

   52    Outside Director    December 30, 2016(2)   2021 

Name

Date of BirthPositionDirector SinceYear Term Ends(1)

Sung-Tae Ro

September 1946Outside DirectorDecember 30, 2016(2)2021

Sang-Yong Park

February 1951Outside DirectorDecember 30, 2016(2)2021

Chan-Hyoung Chung

February 1956Outside DirectorDecember 28, 2018(2)2021

Dennis Chan

November 1962Outside DirectorMarch 25, 20202022

Zhiping Tian

February 1966Outside DirectorDecember 30, 2016(2)2021

Dong-Woo Chang

January 1967Outside DirectorDecember 30, 2016(2)2021

 

(1)

The date on which the term will end will be the date of the general shareholders’ meeting in the relevant year.

(2)

Prior to January 11, 2019, served as a director of Woori Bank.

Dong-WooSung-Tae ChangRowas elected as an outside director in December 2018 and was previously and is currently an outside director of Woori Bank. He is currently the chief executive officer and representative director of IMM Investment Corp. He holds a Bachelor of Laws from Hanyang University.

Chan-Hyoung Chung was elected as an outside director in December 2018 and concurrently serves as an outside director of Woori Bank. He also currently serves as an advisor to POSCO Capital.chairman of Samsung Dream Scholarship Foundation. He holds a Bachelor of Arts in Business AdministrationEconomics from Seoul National University and a Master of Business AdministrationArts and a Ph.D. in Economics from KoreaHarvard University.

Sang-Yong Parkwas elected as an outside director in December 2018 and was previously and is currently an outside director of Woori Bank. He also currently serves as professor emeritus at the School of Business at Yonsei University. He holds a Bachelor of Arts in Business Administration from Yonsei University and a Master of Business Administration and a Ph.D. in Business Administration from New York University.

Sung-Tae RoChan-Hyoung Chungwas elected as an outside director in December 2018 and was previously and is currently an outside director of Woori Bank. He currently servesholds a Bachelor of Arts in Business Administration and a Master of Business Administration from Korea University.

Dennis Chanwas elected as an outside director in March 2020. He previously served as vice chairman of Samsung Dream Scholarship Foundation.Fubon Bank. He holds a Bachelor of Arts in EconomicsBusiness Administration from SeoulTaipei National University and a Master of Arts and a Ph.D. in EconomicsBusiness Administration from HarvardGeorgetown University.

Zhiping Tianwas elected as an outside director in December 2018 and was previously an outside director of Woori Bank. He currently serves as a vice general manager at China Fellow Partners Limited. He holds a Bachelor of Arts in Government Economics Management from Shanxi University of Finance & Economics, an International Master of Business Administration from the University of Hong Kong and a Master of Business Administration from the Southwestern University of Finance and Economics.

Dong-Woo Changwas elected as an outside director in December 2018 and was previously an outside director of Woori Bank. He is currently the chief executive officer and representative director of IMM Investment Corp. He holds a Bachelor of Laws from Hanyang University.

If any director wishes to enter into a transaction with us in his or her personal capacity, he or she must obtain the prior approval of our board of directors. The director having an interest in the transaction may not vote at the meeting during which the board approves the transaction.

Executive Officers

In addition to the standing directors who are also our executive officers, we currently have the following six13 executive officers.

 

Name

  AgeDate of Birth  Position

Kyong-Hoon Park

December 19, 1962Deputy President

Dong-Su Choi

  57September 25, 1962  Deputy President

Kyong-Hoon ParkJeong-Ki Kim

  57May 15, 1962  Deputy President

Myung-Hyuk Shin

November 29, 1961  Deputy President

Jin-Ho Noh

  55February 2, 1964  Deputy President

Seok-Tae Lee

July 13, 1964  Senior Managing Director

Kyu-Mok Hwang

  56February 12, 1963  Managing Director and Compliance Officer

Seok-Tae Lee

55Senior Managing Director

Seok-Young Chung

  55December 21, 1964  Senior Managing Director

Jongil Park

September 28, 1964  Managing Director

Sung-Wook Lee

November 13, 1965Managing Director

Gyu-Soon Hwang

September 20, 1964Managing Director

Shin-Kook Kang

May 3, 1964Managing Director

Byoung-Kwon Woo

November 28, 1964Managing Director and Compliance Officer

Kyong-Hoon Parkserves as a deputy president of the finance planning unit as well as anon-standing director of Woori Finance Research Institute and Woori Asset Trust. Previously, he served as a deputy president of the management and finance planning unit and a senior general manager of the future strategy division of Woori Bank. He holds a Bachelor of Arts in International Economics from Seoul National University.

Dong-Su Choi serves as a deputy president of the consumer protection and headmanagement support unit as well as an auditor of Woori Finance Research Institute and Woori Credit Information. Previously, he served as a deputy president of the management support unit. Previously, he served as headunit and a managing director of the future strategy division the head office business department and the consumer protection center of Woori Bank. He holds a Bachelor of Arts in Economics fromChung-Ang University and a Master of Business Administration from Korea University.

Kyong-Hoon ParkJeong-Ki Kimserves as a deputy president and head of the business management and finance planning unit. Previously, he served as a managing directoran executive vice president of the future strategy division of Woori Bank and head of the global business groupsupport unit and the head office corporate banking headquarters Ihuman resources group of Woori Bank. He holds a Bachelor of Arts in InternationalAgricultural Economics from SeoulChungbuk National University.

Myung-Hyuk Shin serves as a deputy president of the wealth management business division as well as an executive vice president of Woori Bank. Previously, he served as a deputy executive vice president of the wealth management group of Woori Bank. He holds a Bachelor of Arts in Chinese from Hankuk University of Foreign Studies.

Jin-Ho Noh serves as a deputy president of the IT and digital unit as well as anon-standing director of Woori FIS and a deputy president of Woori Card. Previously, he served as a senior managing director and head of the ICT planning division. Previously, he served asdivision and representative director of Hancom Inc., a senior managing director at Woori FIS and a vice president and advisor of LG CNS. He holds a Bachelor of Arts in Business Administration from Korea University and a Master of Arts in Management Science from Lancaster University.

Kyu-MokSeok-Tae HwangLee serves as a senior managing director of the new business division as well as anon-standing director of Woori Asset Management. Previously, he served as a managing director andof the compliance officer. Previously, he served asstrategy planning division and a senior general manager of the future strategy division and headdepartment of Bank. He holds a Bachelor of Arts in Business Administration fromChung-Ang University.

Kyu-Mok Hwang serves as a senior managing director of the head office corporate banking headquarters Ipublic relation and brand unit as well as a deputy executive vice president of Woori Bank. Previously, he served as a managing director and the deposit service centercompliance officer and a senior general manager of the future strategy division of Woori Bank. He holds a Bachelor of Arts in Public Administration from Inha University and a Master of Arts in Public Administration from Yonsei University.

Seok-Tae Lee serves as a managing director and head of the strategy planning division. Previously, he served as a senior general manager and head of the future strategy department, a senior general manager of the management and finance planning division and a general manager and head of the strategy and planning department of Woori Bank. He holds a Bachelor of Arts in Business Administration fromChung-Ang University.

Seok-Young Chungserves as a senior managing director and head of the risk management unit. Previously, he served as a managing director of the risk management unit and a senior general manager of the future strategy division and head of the Seodaemun regional banking headquarters of Woori Bank. He holds a Bachelor of Arts in Business Administration and a Master of Arts in Economics from Yonsei University.

Jong-Il Park serves as a managing director of the strategy planning division as well as anon-standing director of Woori Finance Research Institute. Previously, he served as a senior general manager of the strategy and planning department of Woori Bank and a senior general manager of the retail banking products and marketing department of Woori Bank. He holds a Bachelor of Laws from Hankuk University of Foreign Studies.

Sung-Wook Lee serves as a managing director of the finance planning division and anon-standing director of Woori Private Equity Asset Management. Previously, he served as a senior general manager of the finance and management department and a senior general manager of the future strategy division of Woori Bank. He holds a Bachelor of Arts in Business Administration from Yonsei University.

Gyu-Soon Hwang serves as a managing director of the global business unit as well as a managing director of Woori Bank. Previously, he served as a senior general manager of Gangnam regional banking headquarters II of Woori Bank. He holds a Bachelor of Arts in English from Hongik University.

Shin-Kook Kangserves as a managing director of the corporate and investment banking business division as well as a managing director of Woori Bank and a deputy president of Woori Investment Bank. Previously, he served as a senior general manager of the Jongno corporate banking headquarters of Woori Bank. He holds a Bachelor of Arts in Business Administration and a Masters of Arts in International Business from Korea University.

Byoung-Kwon Woo serves as a managing director and the compliance officer. Previously, he served as a senior general manager of the business support department and a senior general manager of the future strategy division of Woori Bank. He holds a Bachelor of Arts in English Language and Literature from Sungkyunkwan University.

None of the executive officers is involved in any significant business activities outside us and our subsidiaries.

Item 6.B.

Compensation

The aggregate remuneration andbenefits-in-kind we paid in 20182019 to our directors and our other executive officers, including the compliance officer and managing directors, was ￦7,980￦2,451 million, which includes ￦302￦223 million in provisions for allowances for severance and retirement benefits for such directors and officers. We do not have service contracts with any of these directors or officers that provide for benefits if employment with us is terminated.

The compensation of our director who received total annual compensation exceeding ￦500 million in 20182019 was as follows:

 

Name

  Position  Total Compensation in 20182019
(in millions of Won)		 

Tae-Seung SohnSon

  President and Chief Executive Officer  ￦844762(1) 

In 2018, we did not grant any stock options and, accordingly, did not recognize any compensation expense for stock options granted under our stock option plan. As of the date of this annual report, we do not have any stock options outstanding.

(1)

Such compensation does not include a maximum 35,842 shares of our common stock that may be granted in connection with long-term performance from 2019 to 2022. The final number of shares granted will be determined at the time of payment based on the market price of our common stock and other factors.

 

Item 6.C.

Board Practices

See “Item 6.A. Directors and Senior Management—Board of Directors” and “Item 6.B. Compensation” for information concerning the terms of office and contractual employment arrangements with our directors and executive officers.

Committees of the Board of Directors

We currently have fivesix committees that serve under the board:

 

the Audit Committee;

 

the Board Risk Management Committee;

 

the Compensation Committee; and

 

the Committee for Recommending Executive Officer Candidates;

 

the Committee for Recommending Group Executive Officer Candidates.Subsidiary Representative Director Candidates; and

the Committee for Internal Control Management.

The board appoints each member of these committees except for members of the Audit Committee, who are elected by our shareholders at the annual general meeting.

Audit Committee

This committee consists of three outside directors:Dong-WooSung-Tae Chang,Ro, Chan-Hyoung Chung andSung-TaeDong-Woo Ro.Chang. The chairman is Chan-Hyoung Chung. It reviews all audit and compliance-related matters and makes recommendations to our board. The Audit Committee, whose members must meet certain qualifications as experts under the committee charter, is also responsible for the following:

 

formulating, executing, evaluating and managing internal audit plans (including the financial and operational audits);

 

approving the appointment and dismissal of the head of the audit team;

 

approving the appointment of external auditors and evaluating the activities carried out by external auditors;

 

formulating appropriate measures to correct problems identified from internal audits;

 

overseeing the reporting systems within our financial holding company structure in light of relevant disclosure rules and requirements to ensure compliance with applicable regulations; and

examining internal procedures or making decisions on material matters that are related to audits as determined by the regulatory authorities, our board or other committees.

This committee also makes recommendations on regulatory issues to the Financial Supervisory Service, if and when deemed necessary. In addition, in connection with general meetings of shareholders, the committee examines the agenda for, and financial statements and other reports to be submitted by the board of directors, to each general meeting of shareholders. The internal and external auditors report directly to the Audit Committee chairman. Our external auditor is invited to attend meetings of this committee when needed or when matters pertaining to the audit are discussed. The subsidiary-level audit committees, which review subsidiary-level internal practices, report to the Audit Council that in turn reports to this committee.

This committee holds regular meetings every quarter or as necessary.

Board Risk Management Committee

This committee consists of one standing director, onenon-standing director and twothree outside directors:Chang-SikWon-Duk Bae,Lee,Hong-Tae Kim, Sang-Yong Park, Dennis Chan and Zhiping Tian. The chairman is Sang-Yong Park. It oversees and makes determinations on all significant issues relating to our risk management system. It implements policies regarding, monitors and has ultimate responsibility for managing credit, market and liquidity risk and asset for liability management. The major roles of the Board Risk Management Committee include:

 

determining and amending risk management policies, guidelines and limits in conformity with the strategy established by the board of directors;

 

determining the appropriate level of risks that we should be willing to undertake, including in connection with key business activities such as acquisitions, investments or entering into new business areas, prior to a decision by the board of directors on such matters;

 

allocating risk capital and approving the risk limit requests of our subsidiaries;

 

reviewing our risk profile, including the level of risks we are exposed to and the status of our risk management operations; and

 

monitoring compliance with our risk policies.

This committee regularly receives reports from the Group Risk Management Council as well as the Group Risk Management Department, which in turn receives reports from subsidiary level risk management committees and groups. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” This committee holds regular meetings every quarter.

Compensation Committee

This committee consists of onenon-standing director and all fivesix of our outside directors:Chang-SikHong-Tae Bae,Dong-Woo Chang, Chan-Hyoung Chung, Sang-Yong Park,Kim,Sung-Tae Ro, andSang-Yong Park, Chan-Hyoung Chung, Dennis Chan, Zhiping Tian.Tian andDong-Woo Chang. The chairman is Chan-Hyoung Chung. It is responsible for all matters relating to the following:

 

evaluating management’s performance in developing our business;

 

setting goals and targets with respect to executive performance; and

 

fixing executive compensation, including incentives and bonuses.

This committee holds regular meetings every quarter.

Committee for Recommending Executive Officer Candidates

This committee consists of all fivesix of our outside directors:Dong-Woo Chang, Chan-Hyoung Chung, Sang-Yong Park,Sung-Tae Ro, Sang-Yong Park, Chan-Hyoung Chung, Dennis Chan and Zhiping Tian.TheTian. The chairman isDong-Woo Chang. The committee oversees the selection of candidates for the president and chief executive officer, outside directors and Audit Committee members, among others. This committee holds meetings when such persons need to be appointed.

Committee for Recommending Group Executive OfficerSubsidiary Representative Director Candidates

This committee consists of one standing director and all six of our five outside directors:Tae-Seung Sohn, Chan-Hyoung Chung,Dong-Woo Chang, Sang-Yong Park,Son ,Sung-Tae Ro, andSang-Yong Park, Chan-Hyoung Chung, Dennis Chan, Zhiping Tian.Tian andDong-Woo Chang. The chairman isTae-Seung Sohn. Son. The committee oversees the selection of candidates for the chief executive officersrepresentative directors of our subsidiaries, among others.subsidiaries. This committee holds meetings when such persons need to be appointed.

Committee for Internal Control Management

This committee consists of one standing director, onenon-standing director and one outside director:Tae-Seung Son,Hong-Tae Kim and Sang-Yong Park. The chairman is Sang-Yong Park. The committee oversees the operation of the internal control management systems of us and our subsidiaries through the inspection and review thereof. Through such process, the committee continues to develop new standards for effective control. This committee holds regular meetings every six months.

 

Item 6.D.

Employees

As of December 31, 2018,2019, we had a total of 14,011100 full-time employees at Woori Bank,our financial holding company, excluding 30 employees of itsthat hold concurrent positions at our subsidiaries. The following table sets forth information regarding our employees, on anon-consolidated basis and including employees holding concurrent positions at our subsidiaries, as of the dates indicated:

 

   As of December 31, 
   2016   2017   2018 

Full-time employees

   14,861    13,637    14,011 

Contractual employees

   675    625    1,074 
  

 

 

   

 

 

   

 

 

 

Total

   15,536    14,262    15,085 
  

 

 

   

 

 

   

 

 

 
     As of December 31, 
     2017(1)   2018(1)   2019 

Woori Financial Group

 

Full-time employees

   —    —    130 
 

Contractual employees

   —    —    36 

Woori Bank

 

Full-time employees

   13,637    14,011    13,911 
 

Contractual employees

   719    1,178    1,452 

(1)

Excludes part-time employees.

At the holding company level, our employees do not currently have a labor union and none of such employees are members of an outside labor union. At each of our subsidiaries, our employees haveWoori Bank has a labor union, and approximately 68.1%66.6% of Woori Bank’sits employees as of December 31, 20182019 were members of the Korea Financial Industry Union. Neither we nor any of our subsidiaries haveWoori Bank has experienced any significant labor disputes in recent years, although we have made certain concessions to our labor unions. See “Item 3.D. Risk Factors—Other risks relating to our business—Labor union unrest may disrupt our operations and hinder our ability to continue to reorganize our operations.” We have placed a high priority on our relationship with our employees and on maintaining an atmosphere of trust and cooperation between our labor and management.

At the holding company level, our salary system with respect to our employees is based on a combination of the agreed-uponemployees’ compensation comprises an individual base salary and bonuses reflectingbonus, which are determined based on the work productivity and performance of each employee and the relevant business unit. We believe that the salaries we pay to our employees and management are similar to those of other large financial companies in Korea. We evaluate employees twice a year (usually in March and September), based on our business performance and evaluations provided byco-workers and superiors. With respect to our compensation program, we do not provide housing leases or loans to our employees.

At our subsidiaries,Woori Bank, employee compensation is generally based on a combination of the agreed-upon base salary and bonuses. In addition, Woori Bank operates a “salary peak” system, under which an employee’s salary reaches a certain peak and then is gradually reduced as the employee reaches retirement age. TheWoori Bank’s bonus system at our subsidiaries is generally based on individual performance and business unit performance. We believe that ourWoori Bank’s compensation package for our subsidiaries is similar to that of institutions in the same industries. Weindustry. Woori Bank also provideprovides a wide range of benefits to ourits employees, including medical insurance, employment insurance, workers compensation, accident insurance, financial aid for children’s tuition and retirement pension plans.

We have an employee stock ownership association, which purchases our shares at the request of our employees using their own funds and financial support by us depending on the amount of purchase by employee.

The association is entitled to certainpre-emptive rights. See “Item 10B. Memorandum and Articles ofAssociation—Pre-emptive Rights and Issuances of Additional Shares.”

In accordance with the National Pension Act, we contribute an amount equal to 4.5% of an employee’s salary,employee wages, and each employee contributes 4.5% of his or her salary,wages, into each employee’s personal pension account. In addition, in accordance with the Guarantee of Worker’s Retirement Benefits Act, we have adopted a retirement pension plan for our employees. Contributions under the retirement pension plan are deposited annually into a financial institution, and an employee may elect to receive a monthly pension or alump-sum amount upon retirement. Our retirement pension plans are provided in the form of a defined benefit plan and a defined contribution plan. The defined benefit plan guarantees a certain payout at retirement, according to a fixed formula based on the employee’s average salarywages and the number of years for which the employee has been a plan member. The defined contribution plan, in which the employer’s contribution is determined in advance based onone-twelfth of an employee’s total annual pay, is managed directly by the employees. Under Korean law, we may not terminate the employment of full-time employees except under certain limited circumstances.

 

Item 6.E.

Share Ownership

Common Stock

As of April 23, 2019,2020,the persons who are currently our directors or executive officers, in the aggregate, held 128,780190,613 shares of our common stock. None of these persons individually held more than 1% of our outstanding common stock as of such date. The following table presents information regarding our directors and executive officers who beneficially owned our shares as of April 23, 2019.2020.

 

Name of Executive Officer or Director

  Number of Shares of
Common Stock		 

Tae-Seung SohnSon

   48,12755,296 

Sang-Yong ParkWon-Duk Lee

   1,00018,500 

Sung-Tae Ro

   5,000 

Sang-Yong Park

1,000

Chan-Hyoung Chung

   10,532

Kyong-Hoon Park

16,000 

Dong-Su Choi

   12,73815,738 

Kyong-Hoon ParkJeong-Ki Kim

   12,9732,000

Myung-Hyuk Shin

3,000

Jin-Ho Noh

3,000

Seok-Tae Lee

14,857 

Kyu-Mok Hwang

   12,239

Seok-Tae Lee

12,85713,239 

Seok-Young Chung

   13,31418,951

Jongil Park

2,000

Sung-Wook Lee

5,000

Gyu-Soon Hwang

2,000

Shin-Kook Kang

2,000

Byoung-Kwon Woo

2,500 
  

 

 

 

Total

   128,780190,613 
  

 

 

 

Stock Options

As of the date of this annual report, we do not have any stock options outstanding.

Item 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Item 7.A.

Major Shareholders

The following table presents information regarding the beneficial ownership of our common stock at April 23, 20192020 (unless otherwise indicated) by each person or entity known to us to own beneficially more than 5% of the outstanding shares of our common stock.

Except as otherwise indicated, each shareholder identified by name has:

 

sole voting and investment power with respect to its shares; and

 

record and beneficial ownership with respect to its shares.

 

Beneficial Owner

  Number of Shares of
Common Stock		   Percentage of Total
Shares of Common
Stock		   Percentage of Total
Shares on a Fully
Diluted Basis		   Number of Shares of
Common Stock		   Percentage of Total
Shares of Common
Stock(2)		   Percentage of Total
Shares on a Fully
Diluted Basis(2)		 

KDIC

   124,604,797    18.32    18.32    124,604,797    17.25    17.25 

National Pension Service

   56,953,093    8.37    8.37    62,341,705    8.63    8.63 

Nobis1, Inc.(1)

   40,560,000    5.96    5.96    40,560,000    5.62    5.62 

 

(1)

Nobis1, Inc., which is an affiliate of IMM Private Equity, acquired 27,040,000 shares of Woori Bank’s common stock, or 4.00% of its outstanding common stock, in December 2016. In accordance with the Bank Act, Nobis1, Inc. received approval from the Financial Services Commission for the acquisition of an additional 13,520,000 shares of Woori Bank’s common stock, or 2.00% of its outstanding common stock, in January 2017, pursuant to an agreement not to exercise the voting rights with respect to such shares. Such shares were exchanged for shares of our common stock in January 2019 in the stock transfer.

(2)

As a result of Woori Bank’s disposal of the 42,103,377 shares of our common stock it acquired in connection with the “comprehensive stock exchange,” pursuant to which Woori Card became our direct and wholly-owned subsidiary, the number of our outstanding shares of common stock increased from 680,164,306 to 722,267,683. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group—Reorganization and Expansion of Woori Financial Group.”

Pursuant to the Korean government’s privatization plan, in December 2014, the KDIC sold 40,143,022 shares of Woori Bank’s common stock (representing 5.9% of its outstanding common stock) in a private sale in Korea. In addition, in December 2016 and January 2017, the KDIC sold an aggregate of 200,685,395 shares of Woori Bank’s common stock (representing 29.7% of its outstanding common stock) in stakes ranging from 3.7% to 6.0% to seven financial companies through a bidding process. Pursuant to a commitment made by the KDIC in connection with such bidding process, five persons, each nominated by one of the winning bidders were electedelcted as new outside directors at an extraordinary general meeting of Woori Bank’s shareholders held in December 2016. In December 2018, five persons, each nominated by one of such winning bidders, were elected at an extraordinary general meeting of Woori Bank’s shareholders to serve as our outside directors upon our establishment.establishment, and in March 2020, one person nominated by Fubon Life Insurance Co., Ltd., pursuant to a commitment made by Woori Bank in connection with its disposal of 42,103,377 shares of our common stock in September 2019, was elected at the annual general meeting of our shareholders to serve as our outside director. See “Item 6.A. Directors and Senior Management—Board of Directors—Outside Directors.” In 2017, pursuant to a series of transactions related to call options previously granted in connection with the KDIC’s sale of Woori Bank’s common stock in December 2014, the KDIC sold an aggregate of 19,852,364 shares of Woori Bank’s common stock (representing 2.94% of its outstanding common stock). As a result of such transactions, the KDIC’s ownership interest in Woori Bank was reduced to 18.43%. In connection with our establishment in January 2019 as a new financial holding company pursuant to a “comprehensive stock transfer” under Korean law, the KDIC received our common stock in exchange for the common stock of Woori Bank it owned as a result of which the KDICand currently owns 18.32%17.25% of our outstanding common stock. We expect that the KDIC will sell all or a portion of such common stock to one or more purchasers in multiple transactions by 2022 in accordance with its plan that was approved by the future.Financial Services Commission in June 2019.

As of April 23, 2019,2020, our president and chief executive officer owned 48,12755,296 shares of our common stock. Our executive officers (excluding our president and chief executive officer) collectively owned 64,121118,785 shares of our common stock. Our outside directors collectively owned 16,532 shares of our common stock.

Other than as set forth above, no other person or entity known by us to be acting in concert, directly or indirectly, jointly or separately, owned 5.0% or more of the outstanding shares of our common stock or exercised control or could exercise control over us as of April 23, 2019.2020. None of our major shareholders has different voting rights from our other shareholders. However, pursuant to an agreement Woori Bankwe entered into with the KDIC in December 2016,July 2019, the KDIC hadhas the right to require Woori Bankus to use itsour best efforts to cause an employee of the KDIC nominated by it to be appointed as Woori Bank’sournon-standing director, so long as the KDIC either (x) ownedowns 10% or more of Woori Bank’sour total issued shares with voting rights or (y) ownedowns more than 4% but less than 10% of Woori Bank’sour total issued shares with voting rights and remained itsremains our largest

shareholder (other than the National Pension Service of Korea). We expect to enter into an agreement with similar terms with the KDIC in the first half of 2019.SeeSee “Item 10.C. Material Contracts.”

As of the close of Woori Bank’sour shareholders’ register on December 31, 2018,2019, approximately 72.4%69.5% of its issued shares were held in Korea by approximately 42,71644,992 shareholders. Such shares were exchanged for shares of our common stock in January 2019 in the stock transfer.

 

Item 7.B.

Related Party Transactions

We regularly engage in transactions with entities affiliated with the government, which currently owns 18.32%17.25% of our shares through the KDIC. Generally, these transactions include the extension of loans, the purchase of debt securities and other ordinary course activities relating to our banking business. In addition, as of December 31, 2019, we owned ￦20 billion of debentures issued by the KDIC, representing 0.04% of our investment securities. For a description of such transactions, see “Item 4.B. Business Overview—Assets and Liabilities.”

As of December 31, 2018,2019, we also had loans outstanding to our executive officers and directors in the aggregate amount of ￦2,816￦2,414 million.

All of these loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.

None of our directors or officers has or had any interest in any transactions effected by us that are or were unusual in their nature or conditions or significant to our business which were effected during the current or immediately preceding year or were effected during an earlier year and remain in any respect outstanding or unperformed.

 

Item 7.C.

Interest of Experts and Counsel

Not Applicable

 

Item 8.

FINANCIAL INFORMATION

 

Item 8.A.

Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” and pagesF-1 through F-153.F-175.

Legal Proceedings and Regulatory Actions

As a financial institution with diverse operations, we are subject to legal proceedings and regulatory actions in the ordinary course of our business.

Woori Bank

In August 2019, the Financial Supervisory Service commenced an investigation into past sales by Woori Bank and other banks in Korea of derivative-linked fund and securities products tied to yields on treasury bonds of Germany, the United Kingdom and the United States, which may have resulted in significant losses to certain customers who purchased such products. In December 2019, the dispute settlement committee of the Financial Supervisory Service recommended (i) the reimbursement of 40 to 80% of the related losses to certain customers by the banks involved in the sale of such products, including Woori Bank, and (ii) individual settlements with

other customers who were not subject to the 40 to 80% reimbursement recommendation. Accordingly, as of March 31, 2020, Woori Bank reimbursed 601 out of the 661 customers with relevant losses in 2019. In March 2020, the Financial Services Commission imposed on Woori Bank a fine of ￦19.7 billion and asix-month ban on sales of new private equity funds and confirmed the Financial Supervisory Service’s decision to impose a reprimand on our chief executive officer. Immediately following such decision, our chief executive officer, in his individual capacity, filed a request to nullify the reprimand as well as an injunction request to suspend the decision against him in the Seoul Administrative Court. On March 20, 2020, the injunction request was granted, and on March 26, 2020, such decision was appealed by the Financial Supervisory Service to the Seoul High Court, where the case is currently pending. There can be no assurance that such decisions by the Financial Services Commission and the Financial Supervisory Services (as well as any similar investigations by other government authorities, and private claims by customers, to which we may become subject) will not adversely affect our results of operations, cash flows and reputation. As of December 31, 2019, we recognized provisions with respect to such claims as part of our other provisions, which consist of provisions for litigation, loss compensation and others and totaled ￦172 billion. See Note23-(5)-2) of the notes to our consolidated financial statements included elsewhere in this annual report.

In February 2020, the Seoul Southern District Prosecutors’ Office commenced an investigation into the management of trade finance funds by Lime Asset Management Co. which may have resulted in significant losses to certain customers who purchased such products from banks and securities companies in Korea, including Woori Bank. Such trade finance funds of Lime Asset Management Co. had investments in certain funds managed by International Investment Group, which had its license revoked by the Securities and Exchange Commission in November 2018 for concealing losses and selling fraudulent loan assets, triggering suspension of the redemption of such trade finance funds. An investigation into the sellers of such trade finance funds, including Woori Bank, is expected to take place during the second quarter of 2020. While we intend to fully cooperate with any relevant investigations by government authorities, it is not possible to predict the final outcome of such investigations at this time. There can be no assurance that such investigations (as well as any private claims by customers, to which we may become subject) will not result in an unfavorable outcome, including the imposition of monetary damages, fines and other penalties against us, which, if significant, may adversely affect our results of operations, cash flows and reputation. As of December 31, 2019, we had not recognized any provisions with respect to such investigation, which had not occurred at such time.

In October 2019, the Financial Supervisory Service issued an institutional warning on Woori Bank for its failure to file with the Korea Financial Intelligence Unit (i) currency transaction reports for transactions in excess of ￦20 million conducted from December 18, 2017 to February 10, 2018 and May 8, 2018 to June 5, 2018 within the30-day deadline, which resulted from errors relating to our computer systems that failed to reveal the relevant transactions, and (ii) financial transaction reports relating to counterparties that are reasonably suspected to be engaged in money laundering or terrorism immediately for transactions conducted from January 2, 2017 to January 23, 2019. Woori Bank subsequently filed the relevant reports voluntarily.

In November 2017, the Seoul Northern District Prosecutors’ Office commenced an investigation into alleged business interference in Woori Bank’s hiring practices for new employees. According to the allegations made by the Seoul Northern District Prosecutors’ Office, certain of Woori Bank’s executive officers and other employees interfered with Woori Bank’s business by unfairly giving favorable treatment to 37 individuals in connection with their hiring from 2015 to 2017. While there have been no formal charges or indictments against Woori Bank, six of its then-current and former employees were indicted in February 2018 in connection with such allegations. In January 2019,The finalnon-appealable judgment of the Seoul Northern DistrictSupreme Court of Korea sentenced suchone employee to imprisonment for eight months, imposed fines on four employees including Woori Bank’s former chief executive officer, to prison terms. The appeals regarding the sentences are currently ongoing.and acquitted one employee in February 2020.

In March 2018, AJ Energy filed a lawsuit against Woori Bank and Woori America Bank in the Supreme Court of the State of New York, which was removed to the United States District Court in the Southern District of New York, seeking to recover an alleged transfer to Woori Bank from its foreign investors through an intermediary bank in the amount of EUR 8 billion. In June 2018, AJ Energy withdrew the lawsuit against Woori America Bank. The intermediary bank involved has informedBank, and in September 2019, the district court granted Woori Bank that it has no evidenceBank’s motion to dismiss with prejudice in its entirety and ordered AJ Energy and its counsel to pay Woori Bank’s attorney’s fees and costs associated

ofwith filing the alleged transfer, and Woori Bank also has no records of such transfer and believes that the evidence presented bymotion. In October 2019, AJ Energy is forged.filed an appeal against the district court’s order to the United States Court of Appeals for the Second Circuit. Woori Bank believes that the lawsuit is without merit and plans to continue to respond proactively, including potentially through civil or criminal complaints againstproactively. AJ Energy’s fraud in the plaintiff. Woori Bank expectscase is also under investigation by the United States Attorney’s Office for the Central District of California. As of December 31, 2019, we had not recognized any provisions with respect to such lawsuit as our management concluded that the court will dismisspayment of the lawsuit in an expeditious manner.obligation is not probable.

Other than the legal proceedings discussed above, we and our subsidiaries are not a party to any legal or administrative proceedings, and no proceedings are known by us to be contemplated by governmental authorities or third parties, which, if adversely determined, may have a material adverse effect on our consolidated financial condition or results of operations.

Dividends

We declare our dividend annually at the annual general meeting of shareholders. We generally hold this meeting within three months after the end of each fiscal year. We must pay the annual dividend to the shareholders of record as of the end of the preceding fiscal year within one month after that meeting. We can distribute the annual dividend either in cash or in stock. Cash dividends may be paid out of retained earnings that have not been appropriated to statutory reserves. In addition, we may declare, and distribute in cash, interim dividends once a year pursuant to a board resolution.

The table below sets forth the dividend per share of common stock and the total amount of dividends declared by Woori Bankus in respect of the years ended December 31, 2016, 2017, 2018 and 2018.2019. Except as otherwise noted, the dividends set forth below with respect to each year were declared, paid and recorded in the following year.

 

Fiscal year

  Dividends Per
Share of Common Stock		   Total Amount Of
Cash Dividends Paid		   Dividends Per
Share of Common Stock		   Total Amount Of
Cash Dividends Paid		 
  (in Won)   (in millions of Won)   (in Won)   (in millions of Won) 

2016

   400    269,308 

2017(1)

   600    403,963    600    403,963 

2018

   650    437,626    650    437,626 

2019

   700    505,587 

 

(1)

Includes interim dividends of ￦100 per share of common stock declared and paid in August 2017.

Future dividends will depend upon our revenues, cash flow, financial condition and other factors. As an owner of ADSs, you will be entitled to receive dividends payable in respect of the shares of common stock represented by such ADSs.

For a description of the tax consequences of dividends paid to our shareholders, see “Item 10.E. Taxation—United States Taxation—Dividends” and “—Korean Taxation—Taxation of Dividends on Common Shares or ADSs.”

 

Item 8.B.

Significant Changes

Not Applicable

 

Item 9.

THE OFFER AND LISTING

 

Item 9.A.

Offering and Listing Details

Principal Markets

The principal trading market for our common stock is the KRX KOSPI Market. Our common stock has been listed on the KRX KOSPI Market under the identifying code 000030316140 since February 13, 2019, and the ADSs have been listed on the New York Stock Exchange under the symbol “WF” since January 11, 2019. The ADSs are identified by the CUSIP number 981064108.

Woori Finance Holdings’ common stock was listed on the KRX KOSPI Market on June 24, 2002, and was suspended from trading from October 30, 2014 andde-listed on November 18, 2014 following the merger of

Woori Finance Holdings with Woori Bank. Woori Finance Holdings’ ADSs were listed on the New York Stock Exchange since September 29, 2003 and were traded under the CUSIP number 981063100. Following the merger, Woori Bank’s common stock was newly listed on the KRX KOSPI Market on November 19, 2014, and Woori Bank’s ADSs succeeded to the listing of Woori Finance Holdings’ ADSs on the New York Stock Exchange on November 1, 2014. Woori Bank’s ADSs were traded under the CUSIP number 98105T104.

In connection with our establishment in January 2019 as a new financial company pursuant to a “comprehensive stock transfer” under Korean law, Woori Bank’s common stock was suspended from trading from January 9, 2019 and wasde-listed from the KRX KOSPI Market on February 13, 2019. Following the stock transfer, our common stock was newly listed on the KRX KOSPI Market on February 13, 2019, and our ADSs succeeded to the listing of Woori Bank’s ADSs on the New York Stock Exchange on January 11, 2019.

As of the date of this annual report, we have 680,164,306722,267,681 shares of common stock outstanding.

Restrictions Applicable to ADSs

An investor does not need Korean governmental approval to sell or purchase our ADSs in the secondary market outside Korea or to withdraw shares of our common stock from our ADS deposit facility or deliver those withdrawn shares in Korea. However, a foreign investor who intends to acquire shares must obtain an investment registration card from the Financial Supervisory Service as described below. Either the foreign investor or its standing proxy in Korea must immediately report its acquisition of the shares to the governor of the Financial Supervisory Service.

Persons who acquire shares of our common stock by withdrawing those shares from our ADS deposit facility may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further Korean governmental approval.

Restrictions Applicable to Shares

As a result of amendments to the Foreign Exchange Transaction Laws and Financial Services Commission regulations (which we refer to collectively as the “Investment Rules”) adopted since January 1992 in connection with the opening and operation of Korea’s stock market, foreign investors may generally invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX KOSPI Market or registered on the KRX KOSDAQ Market. Foreign investors may trade shares listed on the KRX KOSPI Market or registered on the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances. These circumstances include:

 

odd-lot share trading;

 

acquiring shares (which we refer to as “Converted Shares”) by exercising warrants, conversion rights or exchange rights under bonds with warrants, convertible bonds or exchangeable bonds or withdrawal rights under depositary receipts issued outside of Korea by a Korean company;

 

acquiring shares through inheritance, donation, bequest or exercise of shareholders’ rights, includingpre-emptive rights or rights to participate in free distributions and receive dividends;

 

subject to certain exceptions,over-the-counter transactions between foreign investors of a class of shares for which the limit on aggregate acquisition by foreign investors, as explained below, has been reached or exceeded; and

 

sale and purchase of shares at fair value between foreigners who are part of an investor group comprised of foreign companies investing under the control of a common investment manager pursuant to applicable laws or contract.

Forover-the-counter transactions between foreign investors outside the KRX KOSPI Market or the KRX KOSDAQ Market involving a class of shares for which the limit on aggregate acquisition by foreign investors has been reached or exceeded, a financial investment company with a brokerage license in Korea must act as an

intermediary.Odd-lot trading of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve a financial investment company with a dealing license in Korea as the other party. Foreign investors may not engage in margin transactions by borrowing shares from financial investment companies with a dealing and/or brokerage license with respect to shares that are subject to a foreign ownership limit.

The Investment Rules require a foreign investor who wishes to invest in shares on the KRX KOSPI Market or the KRX KOSDAQ Market (including Converted Shares and shares being issued for initial listing on the KRX KOSPI Market or registration on the KRX KOSDAQ Market) to register with the Financial Supervisory Service before making an investment. This registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling the Converted Shares within three months from the acquisition date. The Financial Supervisory Service will issue an investment registration card to each registering foreign investor. This card must be presented each time the foreign investor opens a brokerage account with a financial investment company with a brokerage license. Foreign investors eligible to obtain an investment registration card include:

 

foreign nationals who have not been residing in Korea for a consecutive period of six months or more;

 

foreign governments;

 

foreign municipal authorities;

 

foreign public institutions;

 

international financial institutions or similar international organizations;

 

corporations incorporated under foreign laws; and

 

any person in any additional category designated under the Enforcement Decree of the Financial Investment Services and Capital Markets Act.

All Korean offices of a foreign corporation (as a group) are treated as a separate foreign investor from the offices of the corporation outside Korea for these purposes. However, a foreign corporation or depositary issuing depositary receipts may obtain one or more investment registration cards in its name in certain circumstances identified in the relevant regulations.

When a foreign investor purchases shares through the KRX KOSPI Market or the KRX KOSDAQ Market, it need not make a separate report because the investment registration card system is designed to control and oversee foreign investment through a computer system. If, however, a foreign investor acquires or sells shares outside the KRX KOSPI Market or the KRX KOSDAQ Market, that investor or its standing proxy must report that transaction to the governor of the Financial Supervisory Service at that time. In addition, if a foreign investor acquires or sells its shares in connection with a tender offer,odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, that investor or its standing proxy must ensure that the financial investment company engaged to facilitate the transaction reports the transaction to the governor of the Financial Supervisory Service. Also, sale and purchase of shares at fair value between foreigners who are part of an investor group comprised of foreign companies investing under the common control of a common investment manager pursuant to applicable laws or contract are required to be reported to the governor of the Financial Supervisory Service. A foreign investor may appoint a standing proxy to exercise shareholders’ rights or perform any matters related to the foregoing activities if that investor does not perform these activities itself. A foreign investor may be exempted from complying with the standing proxy rules with the approval of the governor of the Financial Supervisory Service in cases deemed unavoidable by reason of conflict between laws of Korea and the home country of the foreign investor.

Certificates evidencing shares of Korean companies must be kept in the custody of an eligible custodian in Korea. The same entities eligible to act as a standing proxy are eligible to act as a custodian of shares for anon-resident or foreign investor. A foreign investor must ensure that its custodian deposits its shares with the Korea Securities Depository. A foreign investor may be exempted from complying with this deposit requirement with the approval of the governor of the Financial Supervisory Service in circumstances where compliance with

that requirement is made impracticable, including cases where compliance would contravene the laws of the foreign investors’ home country.

Under the Investment Rules, with certain limitations, foreign investors may acquire shares of a Korean company without being subject to any foreign investment limit. Under one of these limitations, foreign investors may acquire no more than 40% of the outstanding share capital of designated public corporations. In addition, designated public corporations may set a limit on the acquisition of shares by a single person in their articles of incorporation. If a foreign investor acquires 10% or more of the outstanding shares with voting rights of a Korean company, that investment constitutes a “foreign direct investment” under the Foreign Investment Promotion Act of Korea. Generally, a foreign direct investment must be reported to the Ministry of Trade, Industry and Energy of Korea. The acquisition of a Korean company’s shares by a foreign investor may be subject to certain foreign or other shareholding restrictions in the event that the restrictions are prescribed in a specific law that regulates the business of the Korean company. For a description of the restrictions applicable to Korean banks, see “—Principal Regulations Applicable to Banks.”

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. Approval is not required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at a financial investment company with a dealing and/or brokerage license. Funds in the foreign currency account may be remitted abroad without any Korean governmental approval.

Dividends on shares of Korean companies are paid in Won. Korean governmental approval is not required for foreign investors to receive dividends on, or the Won proceeds from the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by anon-resident of Korea must be deposited either in a Won account with the investor’s financial investment company with a dealing and/or brokerage license or in its own Won account. Funds in a foreign investor’s Won account may be transferred to its foreign currency account or withdrawn for local living expenses up to certain limits. These funds may also be used to make future investments in shares or to pay the subscription price of new shares obtained through the exercise ofpre-emptive rights.

Financial investment companies with a dealing or brokerage license may open foreign currency accounts with foreign exchange banks exclusively to accommodate foreign investors’ stock investments in Korea. Through these accounts, financial investment companies with a dealing or brokerage license may enter into limited foreign exchange transactions, such as converting foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

 

Item 9.B.

Plan of Distribution

Not Applicable

 

Item 9.C.

Markets

See “Item 9.A. Offering and Listing Details.”

 

Item 9.D.

Selling Shareholders

Not Applicable

 

Item 9.E.

Dilution

Not Applicable

 

Item 9.F.

Expenses of the Issuer

Not Applicable

Item 10.

ADDITIONAL INFORMATION

 

Item 10.A.

Share Capital

Not Applicable

 

Item 10.B.

Memorandum and Articles of Association

Description of Capital Stock

We have set forth below information relating to our capital stock, including brief summaries of some of the provisions of our articles of incorporation, the Korean Commercial Code, Financial Investment Services and Capital Markets Act, and other related laws of Korea. These summaries do not purport to be complete and are subject to our articles of incorporation, and the applicable provisions of the Financial Investment Services and Capital Markets Act, the Korean Commercial Code and those related laws.

Our authorized share capital is 4,000,000,000 shares. Our articles of incorporation authorize us to issue:

 

shares of common stock, par value ￦5,000 per share;

 

“class shares,” par value ￦5,000 per share.

Subject to applicable laws and regulations, our articles of incorporation authorize us to issue a number of “class shares” equal to as much asone-half of all of the issued and outstanding shares.

As of the date of this annual report, 680,164,306722,267,683 shares of common stock were issued and 722,267,681 shares of common stock were outstanding. Pursuant to our articles of incorporation, which became effective upon our establishment on January 11, 2019, we are authorized to issue various types of “class shares,” which include shares of voting andnon-voting preferred stock, convertible stock, redeemable preferred stock and hybrid securities comprising one or more elements of the foregoing types of shares. There are no class shares currently outstanding. All of the issued and outstanding shares are fully paid andnon-assessable and are in registered form. As of the date of this annual report, our authorized but unissued share capital was 3,319,835,6943,277,732,317 shares. We may issue the unissued shares without further shareholder approval, but these issuances are subject to a board resolution as provided in the articles of incorporation. See“—Pre-emptive Rights and Issuances of Additional Shares” and “—Dividends and Other Distributions—Distribution of Free Shares.” For a discussion of the history of our share capital, see Note 28 of the notes to our consolidated financial statements and “Item 4.A. History and Development of the Company—History—Establishment of Woori Finance Holdings,” “—Merger of Woori Bank and Woori Finance Holdings” and “—Privatization Plan—Establishment of Woori Financial Group.”

Our articles of incorporation allow our shareholders, by special resolution, to grant to our officers, directors and employees stock options exercisable for up to 15% of the total number of our issued and outstanding shares. Our board of directors may also grant stock options exercisable for up to 1% of our issued and outstanding shares. However, any grant by our board of directors must be approved by our shareholders at their next general meeting convened immediately after the grant date. As of the date of this annual report, our officers, directors and employees do not hold any options to purchase shares of common stock. See “Item 6.E. Share Ownership.”

We issueOur articles of incorporation reflect the adoption of the electronic securities system pursuant to the Act on Electronic Registration of Stocks, Bonds, Etc. Accordingly, in lieu of issuing share certificates, in denominationswe electronically register the rights to be indicated on our share certificates on the electronic registry of one, five, ten, 50, 100, 500, 1,000 and 10,000 shares.the electronic registration agency.

Organization

We are a financial holding company established under the Financial Holding Company Act. We are registered with the commercial registry office of Seoul District Court.

Interests of Directors

Our articles of incorporation provide that any director who has a material interest in the subject matter of a resolution to be taken by the board of directors cannot vote on such resolution. Our articles of incorporation also provide that the remuneration of our directors is to be determined by the resolution of the general meeting of shareholders.

Our articles of incorporation do not contain any special provisions with respect to the borrowing powers exercisable by directors, their retirement age or a requirement to hold any shares of our capital stock.

See “Item 6.C. Board Practices” for more information on our directors.

Limitation on Liability of Directors

Our articles of incorporation provide that we may, upon the resolution of the general meeting of shareholders, limit the liability of our directors (in their capacity as such) to an amount not less than six times (or three times in case of outside directors) the aggregate amount of the remuneration we paid to such directors during the most recentone-year period, provided that such limitation shall not apply with regard to any liability arising from such directors’ gross negligence, willful misconduct or violation of their duties regarding self-dealing or corporate opportunity.

Dividends and Other Distributions

Dividends.  We distribute dividends to shareholders in proportion to the number of shares of the relevant class of capital stock they own. Subject to the requirements of the Korean Commercial Code and other applicable laws and regulations, we expect to pay full annual dividends on newly issued stock for the year in which it is issued.

We declare our dividend annually at the annual general meeting of shareholders. We generally hold this meeting within three months after the end of each fiscal year. We must pay the annual dividend to the shareholders of record as of the end of the preceding fiscal year within one month after that meeting. We can distribute the annual dividend in (i) cash, (ii) shares, provided that such shares must be distributed at par value and, if the market price of the shares is less than their par value, dividends in shares may not exceedone-half of the total annual dividend (including dividends in shares) or (iii) other forms of consideration. In addition, we may declare, and distribute in cash, interim dividends once a year pursuant to a board resolution.

Under the Korean Commercial Code and our articles of incorporation, we do not have an obligation to pay any annual or interim dividend unclaimed for five years from the payment date.

The Financial Holding Company Act and related regulations require that each time a Korean financial holding company pays an annual dividend, it must set aside in its legal reserve to stated capital an amount equal to at leastone-tenth of its net income after tax until the amount set aside reaches at least the aggregate amount of its stated capital. Unless it sets aside this amount, a Korean financial holding company may not pay an annual dividend. We intend to set aside allowances for loan losses and reserves for severance pay in addition to this legal reserve.

For information regarding taxation of dividends, see “Item 10.E. Taxation—United States Taxation—Dividends” and “—Korean Taxation—Taxation of Dividends on Common Shares or ADSs.”

Distribution of Free Shares.  The Korean Commercial Code permits us to pay dividends in the form of shares out of retained or current earnings. It also permits us to distribute to our shareholders, in the form of free shares, an amount transferred from the capital surplus or legal reserve. We would be required to distribute those free shares pro rata to all shareholders.

Pre-emptive Rights and Issuances of Additional Shares

We may issue authorized but unissued shares as our board of directors may determine, unless otherwise provided in the Korean Commercial Code. We must, however, offer any new shares on uniform terms to all

shareholders who have preemptive rights and are listed on our shareholders’ register as of the applicable record date. Those shareholders are entitled to subscribe for any newly issued shares in proportion to their existing shareholdings. Our articles of incorporation provide, however, that we may issue new shares to persons other than existing shareholders if those shares are:

 

publicly offered pursuant to Article165-6 of the Financial Investment Services and Capital Markets Act (where the number of shares so offered may not exceed 50% of our total number of issued shares);

issued to directors or employees as a result of the exercise of stock options we granted to them pursuant to Article542-3 of the Korean Commercial Code;

 

issued to the members of our employee stock ownership association pursuant to Article165-7 of the Financial Investment Services and Capital Markets Act;

 

issued to specified foreign investors or foreign or domestic financial institutions for managerial needs, strategic technology alliances, emergency financing ordebt-to-equity swaps by those financial institutions (where the number of shares so offered may not exceed 50% of our total number of issued shares); or

 

issued to a depositary for the purpose of issuing depositary receipts pursuant to Financial Investment Services and Capital Markets Act (where the number of shares so offered may not exceed 50% of our total number of issued shares).

We must give public notice ofpre-emptive rights for new shares and their transferability not less than two weeks before the record date (excluding the period during which the shareholders’ register is closed). We will notify the shareholders who are entitled to subscribe for newly issued shares of the deadline for subscription at least two weeks prior to the deadline. If a shareholder fails to subscribe on or before the deadline, itspre-emptive rights will lapse. Our board of directors may determine how to distribute shares in respect of which preemptive rights have not been exercised or where fractions of shares occur.

Under the Financial Investment Services and Capital Markets Act, each member of our employee stock ownership association, whether or not they are shareholders, has a preemptive right, subject to certain exceptions, to subscribe for up to 20% of any shares we publicly offer. This right is exercisable only so long as the total number of shares so acquired and held by the member does not exceed 20% of the total number of shares then outstanding. As of December 31, 2018, Woori Bank’s2019, our employees owned 6.05%6.53% of itsour common stock through itsthe employee stock ownership association which was replaced by our employee stock ownership association upon our establishment in January 2019.association.

In addition, our articles of incorporation permit us to issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of ￦1 trillion, to persons other than existing shareholders.Under the Korean Commercial Code, we are permitted to distribute convertible bonds or bonds with warrants to persons other than existing shareholders only when we deem that this distribution is necessary for managerial purposes, such as obtaining new technology or improving our financial condition. In the event we issue new shares, the foregoing provision would be applicable notwithstanding any provision in the articles of incorporation allowing issuance of new shares to persons other than existing shareholders. In addition, pursuant to our articles of incorporation and the Act on Electronic Registration of Stocks, Bonds, Etc., in lieu of issuing certificates for bonds, share-related bonds (e.g., convertible bonds and bonds with warrants) and contingent capital securities, we electronically register rights to be indicated on such certificates on the electronic registry of the electronic registration agency. As of the date of this annual report, we have no convertible bonds or bonds with warrants outstanding.

Voting Rights

Each outstanding share of our common stock is entitled to one vote per share. However, voting rights with respect to shares of common stock that we hold or any of our subsidiaries holds may not be exercised. Unless stated otherwise in a company’s articles of incorporation, the Korean Commercial Code permits holders of an aggregate of 1% or more of the issued and outstanding shares with voting rights to request cumulative voting when electing two or more directors. Our articles of incorporation do not prohibit cumulative voting.

The Korean Commercial Code and our articles of incorporation provide that an ordinary resolution may be adopted if approval is obtained from the holders of at least a majority of those shares of common stock present or represented at a meeting and such majority also represents at leastone-fourth of the total of our issued and outstanding voting shares. Holders ofnon-voting shares (other than enfranchisednon-voting shares) will not be entitled to vote on any resolution or to receive notice of any general meeting of shareholders, unless the agenda of the meeting includes consideration of a resolution on which such holders are entitled to vote. The Korean Commercial Code provides that a company’s articles of incorporation may prescribe conditions for the enfranchisement ofnon-voting shares. For example, if our annual general shareholders’ meeting resolves not to pay to holders ofnon-voting shares with preferred dividend the annual dividend as determined by the board of

directors at the time of issuance of such shares, the holders ofnon-voting shares with preferred dividend will be entitled to exercise voting rights from the general shareholders’ meeting following the meeting adopting such resolution to the end of a meeting to declare to pay such dividend with respect to thenon-voting shares with preferred dividend. Holders of such enfranchisednon-voting shares with preferred dividend will have the same rights as holders of common stock to request, receive notice of, attend and vote at a general meeting of shareholders.

The Korean Commercial Code provides that to amend the articles of incorporation, which is also required for any change to the authorized share capital of a company, and in certain other instances, including removal of a director of a company, dissolution, merger or consolidation of a company, transfer of the whole or a significant part of the business of a company, acquisition of all of the business of any other company, acquisition of a part of the business of any other company having a material effect on the business of the company or issuance of new shares at a price lower than their par value, a special resolution must be adopted by the approval of the holders of atleast two-thirds of those shares present or represented at a meeting and such special majority must represent atleast one-third of the total issued and outstanding shares with voting rights of the company.

In addition, in the case of amendments to the articles of incorporation or any merger or consolidation of a company or in certain other cases, where the rights or interest of the holders of class shares are adversely affected, a resolution must be adopted by a separate meeting of holders of class shares. Such a resolution may be adopted if the approval is obtained from shareholders of at leasttwo-thirds of the class shares present or represented at such meeting and such shares also represent at leastone-third of the total issued and outstanding class shares.

A shareholder may exercise his voting rights by proxy given to another person. The proxy must present the power of attorney prior to the start of a meeting of shareholders.

Liquidation Rights

If we are liquidated, the assets remaining after the payment of all our debts, liquidation expenses and taxes will be distributed to the shareholders in proportion to the number of shares held by them. Holders of class shares have no preferences in liquidation.

General Meetings of Shareholders

There are two types of general meetings of shareholders: (1) annual general meetings and (2) extraordinary general meetings. We are required to convene our annual general meeting within three months after the end of each fiscal year. Subject to a board resolution or court approval, an extraordinary general meeting of shareholders may be held when necessary or at the request of the holders of an aggregate of 3% or more of our outstanding shares, or the holders of an aggregate of 1.5%0.75% or more of our outstanding stock with voting rights, who have held those shares for at least six months, under the Act on the Corporate Governance of Financial Companies andits sub-regulations.

Under the Korean Commercial Code, an extraordinary general meeting of shareholders may also be convened at the request of our audit committee, subject to a board resolution or court approval. Holdersof non-voting shares may be entitled to request a general meeting of shareholders only to the extentthe non-voting shares have become enfranchised as described under the section entitled “—Voting Rights”

above, hereinafter referred to as“enfranchised non-voting shares.” Meeting agendas will be determined by the board of directors or proposed by holders of an aggregate of 3% or more of the outstanding shares with voting rights or by holders of an aggregate of 0.1% or more of our issued and outstanding shares with voting rights, who have held those shares for at least six months, by way of a written proposal to the board of directors at least six weeks prior to the meeting, under the Act on the Corporate Governance of Financial Companies and itssub-regulations. Written Written noticesor e-mail notices stating the date, place and agenda of the meeting must be given to the shareholders at least two weeks prior to the date of the general meeting of shareholders. Notice may, however, be given to holders of 1% or less of the total number of issued and outstanding shares which are entitled to vote, either by placing at least two public notices at least two weeks in advance of the meeting in at

least two daily newspapers or by placing a notice through the electronic disclosure system operated by the Financial Supervisory Service or the Korea Exchange. Shareholders who are not on the shareholders’ register as of the record date will not be entitled to receive notice of the general meeting of shareholders, and they will not be entitled to attend or vote at such meeting. Holders ofenfranchised non-voting shares who are on the shareholders’ register as of the record date will be entitled to receive notice of the general meeting of shareholders and they will be entitled to attend and vote at such meeting. Otherwise, holdersof non-voting shares will not be entitled to receive notice of or vote at general meetings of shareholders.

The general meeting of shareholders will be held at our head office, which is our registered head office, or, if necessary, may be held anywhere in the vicinity of our head office.

Rights of Dissenting Shareholders

Pursuant to the Financial Investment Services and Capital Markets Act and the Act on the Improvement of the Structure of the Financial Industry, in certain limited circumstances (including, without limitation, if we transfer all or any significant part of our business, if we acquire a part of the business of any other company and such acquisition has a material effect on our business, or if we merge or consolidate with another company), dissenting holders of shares of our common stock and our stock with preferred dividends will have the right to require us to purchase their shares. To exercise such a right, shareholders must submit to us a written notice of their dissent by the day prior to the general meeting of shareholders. Within 20 days (10 days in the case of a stock transfer or exchange to establish a financial holding company or to own all issued shares of a subsidiary under the Financial Holding Company Act) after the date on which the relevant resolution is passed at such meeting, such dissenting shareholders must request in writing that we purchase their shares. We are obligated to purchase the shares from dissenting shareholders within one month after the end of such request period at a price to be determined by negotiation between us and the shareholder. If we cannot agree on a price with the shareholder through such negotiations, the purchase price will be the arithmetic mean of (x) the weighted average of the closing share prices on the KRX KOSPI Market forthe two-month period prior to the date of the adoption of the relevant board of directors’ resolution, (y) the weighted average of the closing share prices on the KRX KOSPI Market forthe one-month period prior to the date of the adoption of the relevant board of directors’ resolution and (z) the weighted average of the closing share prices on the KRX KOSPI Market forthe one-week period prior to the date of the adoption of the relevant board of directors’ resolution. However, any dissenting shareholder who wishes to contest the purchase price may bring a claim in court.

Required Disclosure of Ownership

Any person who directly or beneficially owns shares of our common stock that have voting rights, whether in the form of shares, ADSs, certificates representing the rights to subscribe for shares or equity-related debt securities (including convertible bonds and bonds with warrants) (which we refer to collectively as “Equity Securities”) that, when taken together with the Equity Securities beneficially owned by specified related persons or by any person acting in concert with that person, account for 5% or more of our total issued and outstanding shares (plus the Equity Securities other than the shares held by such persons and treasury stock) must report that holding to the Financial Services Commission and the KRX KOSPI Market no more than five business days after reaching 5%. That person must also report any subsequent change in the ownership interest of 1% or more of our total outstanding shares (plus the Equity Securities other than the shares held by such persons) to the same entities no more than five business days after the change.

Anyone violating these reporting requirements may suffer criminal sanctions, including fines, imprisonment, an administrative fine of up to 0.001% of the aggregate market value of total issued and outstanding stock of ￦500 million, whichever is lower, and/or a loss of voting rights with respect to the ownership of Equity Securities exceeding 5% of the total issued and outstanding Equity Securities with respect to which the reporting requirements were violated. Furthermore, the Financial Services Commission may order that person to dispose of the unreported Equity Securities.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of our stock accounts for 10% or more of the total issued and outstanding stock (which we refer to as a “major

shareholder”) must report the status of its shareholding to the Korea Securities Futures Commission and the KRX KOSPI Market within five days after becoming a major shareholder. Also, the major shareholder must report any subsequent change in its ownership interest to those same entities within five days of the occurrence of the change, unless the change in the number of shares is less than 1,000 shares and the amount involved in such change is less than ￦10 million. A major shareholder that violates these reporting requirements may suffer criminal sanctions, including fines or imprisonment.

Other Provisions

Record Date.  The record date for annual dividends is December 31. For the purpose of determining the holders of shares entitled to annual dividends, the register of shareholders will be closed for the period beginning from January 1 and ending on January 31. Further, the Korean Commercial Code and our articles of incorporation permit us, upon at least two weeks’ public notice, to set a record date and/or close the register of shareholders for not more than three months for the purpose of determining the shareholders entitled to certain rights pertaining to the shares. However, in the event that the register of shareholders is closed for the period beginning from January 1 and ending on January 31 for the purpose of determining the holders of shares entitled to attend the annual general meeting of shareholders, the Korean Commercial Code waives the requirement to provide at least two weeks’ public notice. The trading of shares and the delivery of certificates in respect thereof may continue while the register of shareholders is closed.

Annual and Interim Reports.  At least one week before the annual general meeting of shareholders, we must make our annual report and audited financial statements available for inspection at our head office and at all of our branch offices. Copies of this report, the audited financial statements and any resolutions adopted at the general meeting of shareholders are available to our shareholders.

Under the Financial Investment Services and Capital Markets Act, we must file with the Financial Services Commission and the KRX KOSPI Market an annual business report within 90 days after the end of each fiscal year, a half-year business report within 45 days after the end of the first six months of each fiscal year and quarterly business reports within 45 days after the end of the first three months and nine months of each fiscal year. Copies of such business reports will be available for public inspection at the Financial Services Commission and the KRX KOSPI Market.

Transfer of Shares.  Under the Korean Commercial Code, the transfer of shares is effected by the delivery of share certificates. The Financial Investment Services and Capital Markets Act provides, however, that in case of a company listed on the KRX KOSPI Market such as us, share transfers can be effected by the book-entry method. In order to assert shareholders’ rights against us, the transferee must have his name and address registered on the register of shareholders. For this purpose, shareholders are required to file with us their name, address andseal. Non-resident shareholders must notify us of the name of their proxy in Korea to which notices can be sent.

Under current Korean regulations, the Korea Securities Depository, internationally recognized foreign custodians, financial investment companies with a dealing license (including domestic branches of foreign financial investment companies with such license), financial investment companies with a brokerage license (including domestic branches of foreign financial investment companies with such license), foreign exchange banks (including domestic branches of foreign banks) and financial investment companies with a collective investment license (including domestic branches of foreign financial investment companies with such license) may act as agents and provide related services for foreign shareholders.

In addition, foreign shareholders may appoint a standing proxy among the foregoing and generally may not allow any person other than the standing proxy to exercise rights to the acquired shares or perform any tasks related thereto on their behalf. Certain foreign exchange controls and securities regulations apply to the transfer of sharesby non-residents or non-Koreans. See “Item 9.A. Offering and Listing Details” and “Item 10.D. Exchange Controls.” Except as provided in the Financial Holding Company Act, the ceiling on the aggregate shareholdings of a single shareholder and persons who stand in a special relationship with such shareholder is 10% of our issued and outstanding voting shares. See “Item 4.B. Business Overview—Supervision and

Regulation—Principal Regulations Applicable to Financial Holding Companies—Restrictions on Ownership of a Financial Holding Company.”

Our Acquisition of Our Shares.  Under the Korean Commercial Code, we may acquire our own shares upon a resolution of a general meeting of shareholders by either (i) purchasing them on a stock exchange or (ii) purchasing a number of shares, other than redeemable shares as set forth in Article 345, Paragraph (1) of the Korean Commercial Code, from each shareholder in proportion to their existing shareholding ratio through the methods set forth in the Presidential Decree, provided that the total purchase price does not exceed the amount of our profit that may be distributed as dividends in respect of the immediately preceding fiscal year.

Additionally, pursuant to the Financial Investment Services and Capital Markets Act and regulations under the Financial Holding Company Act and after submission of certain reports to the Financial Services Commission, we may purchase our own shares on the KRX KOSPI Market or through a tender offer, subject to the restrictions that (i) the aggregate purchase price of such shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year; and (ii) the purchase of such shares shall meet the risk-weighted capital adequacy ratio requirements prescribed in the regulations under the Financial Holding Company Act based on Bank for International Settlements standards.

Subject to certain limited exceptions, our subsidiaries will not be permitted to acquire our shares pursuant to the Financial Holding Company Act.

 

Item 10.C.

Material Contracts

In December 2016,July 2019, in connection with the KDIC’s saleownership of shares of Woori Bank’sour common stock, Woori Bankwe entered into an agreement with the KDIC, which we refer to as the KDIC Agreement. Pursuant to the KDIC Agreement, Woori Bank waswe are required to use our best efforts to cause an employee of the KDIC nominated by it to be appointed as one of Woori Bank’sanon-standing directors,director of each of us and Woori Bank, so long as the KDIC either (x) ownedowns 10% or more of Woori Bank’sour total issued shares with voting rights or (y) ownedowns more than 4% but less than 10% of Woori Bank’sour total issued shares with voting rights and remained itsremains our largest shareholder (other than the National Pension Service of Korea). In addition, pursuant to the KDIC Agreement, Woori Bank waswe are required to use itsour best efforts to cause suchnon-standing director nominated by the KDIC to be appointed as a member of the Compensation Committee under Woori Bank’seach of the board of directors of us and Woori Bank, so long as the KDIC ownedowns 10% or more of Woori Bank’sour total issued shares with voting rights. Furthermore, so long as the KDIC ownedowns 4% or more of Woori Bank’sour total issued shares with voting rights, the KDIC Agreement required Woori Bankrequires us to provide certain information in advance to the KDIC, including the agenda and minutes for meetings of Woori Bank’sour board of directors, information regarding itsour retained earnings available for distribution of dividends, and information regarding matters that could have a material effect on the KDIC’s remaining share ownership interest in Woori Bank,us, such as capital increases or decreases, its conversion to a holding company structure, changes in itsour corporate governance, changes in the lines of business of itsour subsidiaries and material dispositions or acquisitions of assets. The KDIC Agreement providedprovides that it wouldwill automatically terminate if the KDIC ceasedceases to own 4% or more of Woori Bank’sour total issued shares with voting rights. While the KDIC Agreement has expired, we expect to enter into an agreement with similar terms with the KDIC in the first half of 2019.

 

Item 10.D.

Exchange Controls

General

The Foreign Exchange Transaction Act of Korea and the Enforcement Decree and regulations under that Act regulate investment in Korean securities bynon-residents and issuance of securities outside Korea by Korean companies. We collectively refer to these laws and regulations as the “Foreign Exchange Transaction Laws.”

Non-residents may invest in Korean securities only to the extent specifically allowed by the Foreign Exchange Transaction Laws or otherwise permitted by the Ministry of Economy and Finance. The Financial Services Commission has also adopted regulations that restrict foreign investment in Korean securities and regulate the issuance of securities outside Korea by Korean companies, pursuant to its authority under the Financial Investment Services and Capital Markets Act.

Under the Foreign Exchange Transaction Laws, if the Korean government deems that:

 

the need to do so is inevitable due to the outbreak of natural calamities, wars, conflict of arms or grave and sudden changes in domestic or foreign economic circumstances or other similar situations, the Ministry of Economy and Finance may temporarily suspend payment, receipt or the whole or part of transactions to which the Foreign Exchange Transaction Laws apply, or impose an obligation to safe-keep, deposit or sell means of payment in or to certain Korean governmental agencies or financial institutions; and

 

international balance of payments and international finance are confronted or are likely to be confronted with serious difficulty or the movement of capital between Korea and abroad brings or is likely to bring about serious obstacles in carrying out its currency policies, exchange rate policies and other macroeconomic policies, the Ministry of Economy and Finance may take measures to require any person who intends to perform capital transactions to obtain permission or to require any person who performs capital transactions to deposit part of the payments received in these transactions at certain Korean governmental agencies or financial institutions.

Both of these actions are subject to limitations specified by the Foreign Exchange Transaction Laws.

Restrictions Applicable to Shares

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he or she must open a foreign currency account and a Won account exclusively for stock investments. Approval is not required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at a financial investment company with a dealing and/or brokerage license. Funds in the foreign currency account may be remitted abroad without any Korean governmental approval.

Dividends on shares of Korean companies are paid in Won. Korean governmental approval is not required for foreign investors to receive dividends on, or the Won proceeds from the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by anon-resident of Korea must be deposited either in a Won account with the investor’s financial investment company with a dealing and/or brokerage license or in its own Won account. Funds in a foreign investor’s Won account may be transferred to its foreign currency account or withdrawn for local living expenses up to certain limits. These funds may also be used to make future investments in shares or to pay the subscription price of new shares obtained through the exercise ofpre-emptive rights.

Financial investment companies with a dealing and/or brokerage license may open foreign currency accounts with foreign exchange banks exclusively to accommodate foreign investors’ stock investments in Korea. Through these accounts, such financial investment companies may enter into limited foreign exchange transactions, such as converting foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

 

Item 10.E.

Taxation

The following summary is based upon tax laws, regulations, rulings, decrees, income tax conventions (treaties), administrative practice and judicial decisions of Korea and the United States as of the date of this annual report, and is subject to any change in the laws of Korea or the United States that may come into effect after such date.

United States Taxation

This summary describes certain material U.S. federal income tax consequences for a U.S. holder (as defined below) of acquiring, owning, and disposing of common shares or ADSs. This summary applies to you only if you hold the common shares or ADSs as capital assets for tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:

 

a dealer in securities or currencies;

 

a trader in securities that elects to use amark-to-market method of accounting for securities holdings;

 

a bank or financial institution;

 

a life insurance company;

 

atax-exempt organization;

 

an entity treated as a partnership or other passthrough entity (or investors therein) for U.S. federal income tax purposes;

 

a person that holds common shares or ADSs that are a hedge or that are hedged against interest rate or currency risks;

 

a person that holds common shares or ADSs as part of a straddle or conversion transaction for tax purposes;

 

a person whose functional currency for tax purposes is not the U.S. dollar; or

 

a person that owns or is deemed to own 10% or more of our stock, measured by voting power or value.

In addition, this summary does not discuss the application of the U.S. federal estate and gift taxes, the Medicare net investment income tax or the alternative minimum tax, or any state, local or other tax consequences of purchasing, owning, and disposing of common shares or ADSs. You should consult your own tax advisers concerning the U.S. federal, state, local, and other tax consequences of purchasing, owning, and disposing of common shares or ADSs in your particular circumstances.

This summary is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations promulgated thereunder, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

For purposes of this summary, you are a “U.S. holder” if you are the beneficial owner of a common share or an ADS and are:

 

a citizen or resident of the United States;

 

a U.S. domestic corporation; or

 

otherwise subject to U.S. federal income tax on a net income basis with respect to income from the common share or ADS.

In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the common shares represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the common share represented by that ADS.

Dividends

The gross amount of cash dividends that you receive (prior to deduction of Korean taxes) generally will be subject to U.S. federal income taxation as foreign source dividend income and will not be eligible for the dividends received deduction. Dividends paid in Won will be included in your income in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date that you receive the dividend (or the depositary receives the dividend, in the case of ADSs), regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual with respect to our common shares or ADSs will be subject to taxation at reduced rates if the dividends are “qualified dividends.” Dividends paid on the common shares or ADSs will be treated as qualified dividends if (i) the common shares or ADSs are readily tradable on an established securities market in the United States or we are eligible for the benefits of a comprehensive tax treaty with the United States that the U.S. Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program; and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company as defined for U.S. federal income tax purposes, which we refer to as a PFIC. The ADSs are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. In addition, the U.S. Treasury has determined that the Korea-United States income tax treaty meets the requirements for reduced rates of taxation, and we believe we are eligible for the benefits of that treaty. Based on our audited financial statements, we believe that we were not a PFIC in our 2018 and 2019 taxable year.years. In addition, based on our current expectations regarding our income, assets and activities, we do not anticipate becoming a PFIC for our 20192020 taxable year. Therefore, we believe that dividends received by U.S. holders with respect to either common shares or ADSs will be “qualified dividends.” Holders should consult their own tax advisers regarding the availability of the reduced dividend tax rate in light of their own particular circumstances.

Distributions of additional shares in respect of common shares or ADSs that are made as part of apro-rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax.

Sale or Other Disposition

For U.S. federal income tax purposes, gain or loss you realize on a sale or other disposition of common shares or ADSs generally will be treated as U.S. source capital gain or loss, and will be long-term capital gain or loss if the common shares or ADSs were held for more than one year. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at reduced rates.

If a U.S. holder sells or otherwise disposes of our common shares or ADSs in exchange for currency other than U.S. dollars, the amount realized generally will be the U.S. dollar value of the currency received at the spot rate on the date of sale or other disposition (or, if the shares are traded on an established securities market at such time, in the case of cash basis and electing accrual basis U.S. holders, the settlement date). An accrual basis U.S. holder that does not elect to determine the amount realized using the spot exchange rate on the settlement date will recognize foreign currency gain or loss equal to the difference between the U.S. dollar value of the amount received based on the spot exchange rates in effect on the date of the sale or other disposition and the settlement date. If an accrual basis U.S. holder makes the election described in the first sentence of this paragraph, it must be applied consistently from year to year and cannot be revoked without the consent of the Internal Revenue Service.Service , or the IRS. A U.S. holder should consult its own tax advisors regarding the treatment of any foreign currency gain or loss realized with respect to any currency received in a sale or other disposition of the common shares or ADSs.

Foreign Tax Credit Considerations

You should consult your own tax advisers to determine whether you are subject to any special rules that limit your ability to make effective use of foreign tax credits. If no such rules apply, you may claim a credit against your U.S. federal income tax liability for Korean taxes withheld from dividends on the common shares or ADSs at the rate provided for under the income tax treaty between the United States and Korea, so long as you have owned the common shares or ADSs (and not entered into specified kinds of hedging transactions) for at least a16-day period that includes theex-dividend date. Instead of claiming a credit, you may, if you so elect, deduct such Korean taxes in computing your taxable income, subject to generally applicable limitations under U.S. tax law. Korean taxes withheld from a distribution of additional shares that is not subject to U.S. tax may be treated for U.S. federal income tax purposes as imposed on “general category”“foreign branch” category income. Such treatment could affect your ability to utilize any available foreign tax credit in respect of such taxes.

Any Korean securities transaction tax or agriculture and fishery special surtax that you pay will not be creditable for foreign tax credit purposes.

Similarly, a U.S. holder will not be able to claim a foreign tax credit against its U.S. federal income tax liability for any Korean inheritance or gift tax imposed in respect of the common shares or ADSs.

Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed in respect of arrangements in which a U.S. holder’s expected economic profit is insubstantial.

The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involve the application of complex rules that depend on a U.S. holder’s particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.

Specified Foreign Financial Assets

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 U.S. dollarson the last day of the taxable year or US$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at anon-U.S. financial institution, as well as securities issued by anon-U.S. issuer (which would include the common shares and ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the application of these rules to their investment in the common shares or ADSs, including the application of the rules to their particular circumstances.

U.S. Information Reporting and Backup Withholding Rules

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (i) is a corporation or other exempt recipient and demonstrates this when required or (ii) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of itsnon-U.S. status in connection with payments received within the United States or through a U.S.-related financial intermediary.

Korean Taxation

The following summary of Korean tax considerations applies to you so long as you are not:

 

a resident of Korea;

 

a corporation with its head office, principal place of business or place of effective management in Korea; or

 

engaged in a trade or business in Korea through a permanent establishment or a fixed base to which the relevant income is attributable or with which the relevant income is effectively connected.

Please consult your own tax advisers as to the Korean, state, local and other tax consequences of the purchase, ownership and disposition of common shares.

Taxation of Dividends on Common Shares or ADSs

We will deduct Korean withholding tax from dividends paid to you (whether payable in cash or in shares) at a rate of 22.0% (inclusive of local income surtax). If you are a qualified resident and a beneficial owner of the dividends in a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. See “—Tax Treaties” below for a discussion on treaty benefits. If we distribute to you free shares representing a transfer of earning surplus or certain capital reserves intopaid-in capital, that distribution may be subject to Korean withholding tax.

Taxation of Capital Gains from Transfer of Common Shares or ADSs

As a general rule, capital gains earned bynon-residents upon transfer of our common shares or ADSs are subject to Korean withholding tax at the lower of (1) 11.0% (inclusive of local income surtax) of the gross proceeds realized or (2) subject to the production of satisfactory evidence of acquisition costs and certain direct transaction costs of the common shares or ADSs, 22.0% (inclusive of local income surtax) of the net realized gain, unless exempt from Korean income taxation under the applicable Korean tax treaty with thenon-resident’s country of tax residence. See “—Tax Treaties” below for a discussion on treaty benefits. Even if you do not qualify for an exemption under a tax treaty, you will not be subject to the foregoing withholding tax on capital gains if you qualify under the relevant Korean domestic tax law exemptions discussed in the following paragraphs.

In regard to the transfer of our common shares through the Korea Exchange, you will not be subject to the withholding tax on capital gains (as described in the preceding paragraph) if you (1) have no permanent establishment in Korea and (2) did not own or have not owned (together with any shares owned by any person with which you have a certain special relationship) 25% or more of the total issued and outstanding shares, which may include the common shares represented by the ADSs, at any time during the calendar year in which the sale occurs and during the five consecutive calendar years prior to the calendar year in which the sale occurs.

Under Korean tax law, ADSs are viewed as shares of common stock for capital gains tax purposes. Accordingly, capital gains from the sale or disposition of ADSs are taxed (if such sale or disposition constitutes a taxable event) as if such gains are from the sale or disposition of the underlying common shares. Capital gains that you earn (regardless of whether you have a permanent establishment in Korea) from a transfer of ADSs outside of Korea will generally be exempt from Korean income taxation by virtue of the Special Tax Treatment Control Law of Korea, or the STTCL, provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL. However, if you transfer ADSs after having converted the underlying common shares, such exemption under the STTCL will not apply and you will be required to file a corporate income tax return and pay tax in Korea with respect to any capital gains derived from such transfer unless the purchaser or a financial investment company with a brokerage license, as applicable, withholds and pays such tax.

If you are subject to tax on capital gains with respect to the sale of ADSs, or of our common shares you acquired as a result of a withdrawal, the purchaser or, in the case of the sale of the common shares on the Korea Exchange or through a financial investment company with a brokerage license in Korea, such financial investment company, is required to withhold Korean tax on capital gain from the sales price in an amount equal to the lower of (1) 11.0% (inclusive of local income surtax) of the gross realization proceeds or (2) subject to the production of satisfactory evidence of acquisition costs and certain direct transaction costs of the common shares or ADSs, 22.0% (inclusive of local income surtax) of the net realized gain, and to make payment of these amounts to the Korean tax authority, unless you establish your entitlement to an exemption under an applicable tax treaty or domestic tax law. See “—Tax Treaties” below for a discussion on claiming treaty benefits.

Tax Treaties

Korea has entered into a number of income tax treaties with other countries (including the United States), which would reduce or exempt Korean withholding tax on dividends on, and capital gains on transfer of, the common shares or ADSs. For example, under the Korea-United States income tax treaty, reduced rates of Korean

withholding tax of 16.5% or 11.0% (depending on your shareholding ratio and inclusive of local income surtax)

on dividends and an exemption from Korean withholding tax on capital gains are available to residents of the United States that are beneficial owners of the relevant dividend income or capital gains, subject to certain exceptions. However, under Article 17 (Investment or Holding Companies) of the Korea-United States income tax treaty, such reduced rates and exemption do not apply if (i) you are a United States corporation, (ii) by reason of any special measures, the tax imposed on you by the United States with respect to such dividend income or capital gains is substantially less than the tax generally imposed by the United States on corporate profits and (iii) 25% or more of your capital is held of record or is otherwise determined, after consultation between competent authorities of the United States and Korea, to be owned directly or indirectly by one or more persons who are not individual residents of the United States. Also, under Article 16 (Capital Gains) of the Korea-United States income tax treaty, the exemption on capital gains does not apply if (a) you have a permanent establishment in Korea and any shares of common stock in which you hold an interest and which give rise to capital gains are effectively connected to such permanent establishment, (b) you are an individual and you maintain a fixed base in Korea for an aggregate of 183 days or more during a given taxable year and your ADSs or common shares giving rise to capital gains are effectively connected with such fixed base or (c) you are an individual and you are present in Korea for an aggregate of 183 days or more during a given taxable year.

You should inquire for yourself whether you are entitled to the benefit of a tax treaty between Korea and the country where you are a resident. It is the responsibility of the party claiming the benefits of an income tax treaty in respect of dividend payments or capital gains to submit to us, the purchaser or the financial investment company, as applicable, a certificate as to his tax residence. In the absence of sufficient proof, we, the purchaser or the financial investment company, as applicable, must withhold tax at the normal rates. Furthermore, in order for you to claim the benefit of a tax rate reduction or tax exemption on certain Korean source income (such as dividends or capital gains) under an applicable tax treaty, Korean tax law requires you (or your agent) to submit an application (for a reduced withholding tax rate, the “application for entitlement to a reduced tax rate,” and in the case of exemptions from withholding tax, the “application for tax exemption” along with a certificate of your tax residency issued by a competent authority of your country of tax residence, subject to certain exceptions) as the beneficial owner of such Korean source income, or a BO application. For example, a U.S. resident would be required to provide a Form 6166 as a certificate of tax residency together with the application for entitlement to reduced tax rate or the application for tax exemption. Such application should be submitted to the withholding agent prior to the payment date of the relevant income. Subject to certain exceptions, where the relevant income is paid to an overseas investment vehicle (which is not the beneficial owner of such income), or an OIV, a beneficial owner claiming the benefit of an applicable tax treaty with respect to such income must submit its BO application to such OIV, which must submit an OIV report and a schedule of beneficial owners (as well as the BO applications collected from each beneficial owner, if such beneficial owner is applying for a tax exemption) to the withholding agent prior to the payment date of such income. Effective January 1, 2020, an OIV that was not established for the purpose of unjustifiably reducing income tax liabilities in Korea and bears tax liabilities in the country of its residence is deemed to be a beneficial owner of Korean source income for income tax purposes. The benefits under a tax treaty between Korea and the country of such OIV’s residence will apply with respect to the relevant income paid to such OIV, subject to certain application requirements as prescribed by the Corporate Income Tax or Individual Income Tax Law. In the case of a tax exemption application, the withholding agent is required to submit such application (together with the applicable OIV report in the case of income paid to an OIV) to the relevant district tax office by the ninth day of the month following the date of the payment of such income.

Inheritance Tax and Gift Tax

If you die while holding an ADS or donate an ADS, it is unclear whether, for Korean inheritance tax and gift tax purposes, you will be treated as the owner of the common shares underlying the ADSs. If the tax authority interprets depositary receipts as the underlying share certificates, you may be treated as the owner of the common shares and your heir or the donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance tax or gift tax presently at the rate of 10% to 50%, provided that the value of the ADSs or common shares is greater than a specified amount.

If you die while holding a common share or donate a common share, your heir or donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance tax or gift tax at the same rate as indicated above.

At present, Korea has not entered into any tax treaty relating to inheritance or gift taxes.

Securities Transaction Tax

If you transfer our common shares on the Korea Exchange, you will be subject to securities transaction tax at the rate of 0.15% (which will be decreased to 0.1% on June 3, 2019, pursuant to an amendment to the Enforcement Decree of the Securities Transaction Tax Act which waspre-announced on April 2, 2019) and an agriculture and fishery special surtax at the rate of 0.15% of the sale price of the common shares. If your transfer of the common shares is not made on the Korea Exchange, subject to certain exceptions, you will be subject to securities transaction tax at the rate of 0.5%0.45% and will not be subject to an agriculture and fishery special surtax.

Under the Securities Transaction Tax Law, depositary receipts (such as American depositary receipts) constitute share certificates subject to the securities transaction tax. However, the transfer of depositary receipts listed on the New York Stock Exchange, the Nasdaq Global Market, or other qualified foreign exchanges is exempt from the securities transaction tax.

In principle, the securities transaction tax, if applicable, must be paid by the transferor of the common shares or ADSs. When the transfer is effected through a securities settlement company in Korea, such settlement company is generally required to withhold and pay the tax to the tax authorities. When such transfer is made through a financial investment company only, such financial investment company is required to withhold and pay the tax. Where the transfer is effected by anon-resident without a permanent establishment in Korea, other than through a securities settlement company or a financial investment company, the transferee is required to withhold the securities transaction tax.

Non-reporting or under-reporting of securities transaction tax will generally result in penalties equal to 20% to 60% of thenon-reported tax amount or 10% to 60% of under-reported tax amount. Also, a failure to timely pay securities transaction tax will result in a penalty equal to 9.125% per annum of the due but unpaid tax amount. The penalties are imposed on the party responsible for paying the securities transaction tax or, if such tax is required to be withheld, on the party that has the obligation to withhold.

 

Item 10.F.

Dividends and Paying Agents

Not Applicable

 

Item 10.G.

Statements by Experts

Not Applicable

 

Item 10.H.

Documents on Display

We are subject to the information requirements of the Exchange Act, and, in accordance therewith, are required to file reports, including annual reports on Form20-F, and other information with the U.S. Securities and Exchange Commission. These materials, including this annual report and the exhibits thereto, may be inspected and copied at the Commission’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call the Commission at1-800-SEC-0330 for further information on the public reference rooms. We are also required to make filings with the Commission by electronic means. Any filings we make electronically will be available to the public over the Internet at the Commission’s web site at http://www.sec.gov.

 

Item 10.I.

Subsidiary Information

Not Applicable

Item 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Overview

As a financial services provider, we are exposed to various risks related to our lending and trading businesses, our funding activities and our operating environment, principally through Woori Bank, our banking

subsidiary. Our goal in risk management is to ensure that we identify, measure, monitor and control the various risks that arise, and that our organization adheres strictly to the policies and procedures which we establish to address these risks. We seek to take a conservative approach to risk management in order to better insulate our operations from adverse events. Risks we face include:

 

credit risk;

 

market risk (primarily interest rate risk, equity risk, foreign exchange risk and commodity risk);

 

liquidity risk; and

 

operational and business risk (including legal risk).

We operate a standardized risk management system which enhances our risk management capabilities by enabling us to exchange information among our and our subsidiaries’ risk management operations. We have further strengthened our risk management systems by (i) using Tier I capital as “available capital” for purposes of our risk capital allocation to fulfill Basel III requirements, and (ii) including “stressed VaR” to our market risk capital calculations in accordance with the guidance of the Financial Supervisory Service. We use our risk management systems to manage our risks within acceptable limits and to otherwise ensure the soundness of our assets and the stability of our operations.

We allocate our total risk capital in accordance with the guidelines set by our Board Risk Management Committee. As described in more detail below, the committee allocates risk capital and approves the risk limit requests of our subsidiaries. Through our standardized risk management system, we allocate our risk capital:

 

with respect to our credit risk on the basis of a standardized approach as well as other portfolio credit models;

 

with respect to our market risk for trading activities based on a market value at risk, or “VaR,” systemstandardized method and including “stressed VaR”;the VaR method and stress testing for Woori Bank; and

 

with respect to our interest rate risk based on a historical simulation method, which simulates the current portfolio’s net present value at a 99.9% confidence level for aone-year holding period.period for Woori Bank and a standardized method for our other subsidiaries, in accordance with the Basel Framework.

We allocate our risk capital with respect to operational risk through an advanced measurement approach for Woori Bank and a standardized approach for our other subsidiaries, in accordance with Basel II.

Our risk capital allocation by entity as a percentage of available capital, on anon-consolidated basis, with respect to 20192020 is as follows:

 

  Available
capital(1)		   Risk
capital		   Risk
appetite		 Credit Market Operational Interest
rate		   Available
capital(1)		   Risk
capital		   Risk
appetite		 Credit   Market   Operational   Interest
rate		 
  (in billions of Won, except percentages)   (in billions of Won, except percentages) 

Woori Financial Group

   19,713    14,842    75.3%  64.6%  5.1%  5.4%  5.6%    22,483    16,064    71.4%  13,467    1,316    1,121    1,351 

Woori Bank

   20,324    14,820    72.9%  62.5%  5.0%  5.3%  5.4%    20,994    14,588    69.5%  12,229    1,298    992    1,136 

Woori Card

   1,610    944    58.6%  50.9%   —  5.8%  6.9%    1,679    1,091    65.0%  895    0    100    193 

Woori Investment Bank

   316    275    87.0%  80.1%  4.7%  2.8%  2.5%    348    313    89.9%  287    12    12    15 

Woori Private Equity

   36    22    60.6%  58.3%   —  5.6%   —    34    22    64.3%  21    0    2    0 

Woori Asset Management

   105    26    25.1%  18    4    4    4 

Woori Global Asset Management

   27    6    22.1%  2    2    2    1 

Woori Asset Trust

   96    22    22.8%  15    0    9    2 

 

(1)

Estimates based on Tier I capital.

Organization

We have a multi-tiered risk management governance structure. Our Board Risk Management Committee is ultimately responsible for group-wide risk management, and directs the various subordinate risk management entities. The Group Risk Management Council answers to the Board Risk Management Committee and, together with the Group Risk Management Department, coordinates the execution of its directives with each Subsidiary Risk Management Department. Each Subsidiary Risk Management Committee, based on the Board Risk Management Committee’s directives, determines risk management strategies and implements risk management policies and guidelines for the relevant subsidiary, sets the subsidiary’s operational and business risk

management policies and guidelines and directs the applicable Subsidiary Risk Management Department with support from the applicable Subsidiary Risk Management Council, but must keep within the risk guidelines of the Board Risk Management Committee. The Subsidiary Risk Management Committees generally receive input from their respective Subsidiary Risk Management Councils and Subsidiary Risk Management Departments.

The following chart sets out our risk management governance structure as of the date of this annual report:

 

LOGO

LOGO

We operate a “double report” system with respect to our risk management procedures. Each of our Subsidiary Risk Management Departments is required to submit risk management reports directly to the Group Risk Management Department. Through this internal reporting system, we are able to better ascertain and strengthen the monitoring of our subsidiaries’ risk management and are able to quickly address any deviation from our group-wide risk policies. We have further supplemented our double report system by strengthening the role and independence of chief risk officers in our subsidiaries and expanding the role of Subsidiary Risk

Management Departments. Each Subsidiary Risk Management Department is required to report directly to such subsidiary’s chief risk officer on all material risk management issues as well as following the procedures under the double report system.

The Board Risk Management Committee, the Group Risk Management Council, the Subsidiary Risk Management Committees and the Subsidiary Risk Management Councils are responsible for managing risks relating to credit, markets, asset and liability management and liquidity. Each Subsidiary Risk Management Department is generally responsible for managing operational risks at the relevant subsidiary, while the Audit Department coordinates the execution of our operational and business risk management policy, particularly with

regard to internal subsidiary practices, and the Legal and Compliance Department monitors compliance risk and makes suggestions regarding regulatory issues to the Financial Supervisory Service.

Board Risk Management Committee

The Board Risk Management Committee is our highest decision-making body with respect to our risk management operations. Our board of directors has delegated to it the authority to oversee and make determinations on all significant issues relating to our risk management system. It implements policies regarding, monitors and has ultimate responsibility for managing credit, market and liquidity risk and for asset and liability management. The committee’s major activities include:

 

determining and amending risk management policies, guidelines and limits in conformity with the strategy established by the board of directors;

 

determining the appropriate level of risks that we should be willing to undertake, including in connection with key business activities such as acquisitions, investments or entering into new business areas, prior to a decision by the board of directors on such matters;

 

allocating risk capital to each subsidiary and approving the risk limits of our subsidiaries;

 

reviewing our group-wide risk profile, including the level of risks we are exposed to and the status of our risk management operations; and

 

monitoring our subsidiaries’ compliance with our risk policies.

The Board Risk Management Committee is comprisedcomposed of one standing director, onenon-standing director and three outside directors. It operates independently from all business groups and individual board members, and reports directly to our board of directors. We require the chairperson of the Board Risk Management Committee to be chosen from among the outside directors in order to enhance the independence and experience level of such chairperson. Our Board Risk Management Committee convenes at least quarterly, and makes decisions by a majority vote of the attending members. At least a majority of the committee members must attend to constitute a quorum.

Group Risk Management Council

Our Group Risk Management Council is responsible for coordinating with the Subsidiary Risk Management Departments to ensure that they execute the policies, guidelines and limits established by the Board Risk Management Committee. The Group Risk Management Council’s major activities include:

 

analyzing our risk status using information provided by the Subsidiary Risk Management Departments;

 

adjusting the integrated risk-adjusted capital allocation plan and risk limits for each of our subsidiaries;

 

reviewing the key decisions of each Subsidiary Risk Management Committee and discussing and resolving any risk management issues raised by those committees;

 

coordinating issues relating to the integration of our risk management functions; and

 

performing any other duties delegated by the Board Risk Management Committee.

The Group Risk Management Council consists of sixeight members, including our chief risk officer and the chief risk officers of our subsidiaries. It operates independently from all business groups, and reports directly to the Board Risk Management Committee. The Group Risk Management Council convenes on a monthlyquarterly basis.

Our subsidiaries, in most cases through their respective Subsidiary Risk Management Departments, provide a variety of information to the Group Risk Management Council, including:

 

reports regarding the status of overall risk management, the status of limit compliance, and analysis and results of stress testing and back testing; and

 

reports regarding asset and liability management matters, including changes in risk-weighted assets and the status of our credit portfolio on a periodic basis.

Subsidiary Risk Management Committees

Each of our subsidiaries’ operating businesses that require risk management delegates risk management authority to its Subsidiary Risk Management Committee. Each Subsidiary Risk Management Committee measures and monitors the various risks faced by the relevant subsidiary and reports to that subsidiary’s board of directors regarding decisions that it makes on risk management issues. It also makes strategic decisions regarding the operations of the relevant subsidiary, such as allocating credit risk limits, setting total exposure limits and market risk-related limits and determining which market risk derivatives instruments the subsidiary can trade. The major activities of each Subsidiary Risk Management Committee include:

 

determining and monitoring risk policies, guidelines, limits and tolerance levels and the level of subsidiary risk in accordance with group policy, with the support of the relevant Subsidiary Risk Management Council;

 

reviewing and analyzing the subsidiary’s risk profile;

 

setting limits for and adjusting the risk-adjusted capital allocation plan and risk levels for each business group within the subsidiary; and

 

monitoring compliance with our group-wide risk management policies and practices at the business group and subsidiary level.

Each Subsidiary Risk Management Committee generally includes two or more outside directors of the subsidiary.

Subsidiary Risk Management Council

Each of our relevant subsidiaries has a Subsidiary Risk Management Council, which is responsible for supporting the relevant Subsidiary Risk Management Committee in the implementation of its risk management policies and guidelines for such subsidiary, including by reviewing and reporting on agenda items to be discussed at meetings of the relevant Subsidiary Risk Management Committee, reviewing reports from the relevant Subsidiary Risk Management Department and performing any other duties delegated by the relevant Subsidiary Risk Management Committee.

Each Subsidiary Risk Management Council is generally comprised of the subsidiary’s chief risk management officer, the head of its Subsidiary Risk Management Department and other executive officers responsible for such subsidiary’s risk management-related functions. It operates independently from all business units, and reports directly to the Subsidiary Risk Management Committee.

Credit Risk Management

Our credit risk management policy objectives are to improve our asset quality, reduce ournon-performing loans and minimize our concentration risk through a diversified, balanced and risk-weighted loan portfolio. We manage credit risk and continually monitor and improve our credit risk-related policies and guidelines to reflect changing risks in our business and the industries and sectors in which our customers operate. For example, we have recently strengthened our monitoring of asset quality and analysis of risk indicators by focusing on industries and sectors that are impacted by theCOVID-19 pandemic and will continue to do so by reflecting any additional volatility or long-term effects thereof.

We believe that an essential part of achieving our credit risk management objectives is utilizing a standardized risk management system so that we can identify and manage the risks generated by our businesses using a consistent approach. Woori Bank is currently using a centralized credit risk management system called the CREPIACredit Wizard system. CREPIACredit Wizard is a credit risk management system which combines credit risk management and the credit approval process on a transactional level with respect to individual borrowers and approval with respect to each individual loan or credit. The system quantifies credit risk with respect to corporate borrowers using a“mark-to-market” methodology, which reflects both the likelihood of a default by a borrower as well as the likelihood of a change in such borrower’s credit rating, and quantifies credit risk with respect to retail borrowers using a “default mode” methodology, which reflects the likelihood of a default by a borrower. We believe that CREPIAour Credit Wizard system is a systematic and efficient credit evaluation system and that Woori Bank has expedited its

loan review process and improved its ability to monitor and evaluate its overall risk profile by using this system. The main characteristics of CREPIAour Credit Wizard system are as follows:

 

 • 

automation of credit risk management system, which allows us to centralize and automate many tasks relating to our credit risk management system;

 

 • 

automatic recognition and processing of different forms of credit, which allows us to process and approve different types of credit, such as new applicants, renewing applicants and changes in the condition of the loan or credit approved;

 

 • 

incorporation of credit risk management prior to approval of credit, which allows us to consider individualized characteristics of a borrower and enables us to calculate a more accurate price with respect to the loan or credit approved;

 

 • 

automatic credit risk monitoring after approval of credit, which allows us to evaluate andre-rate the loan or credit on a real-time basis as a result of any change in the characteristics of the borrower (including the condition of the underlying collateral, change in borrowing limit and early warning characteristics); and

 

 • 

automatic verification of internal procedures and regulations with respect to approval of credit, which reduces our operational risk and ensures that there are no material deviations from our loan and credit policies.

We also impose a credit risk limit for Woori Bank with respect to “large exposures.” We aim to avoid concentrations of exposure with respect to any single corporate borrower or affiliated group of corporate borrowers. Accordingly, we have established aggregate exposure limits based on capital adequacy levels of Woori Bank and, with respect to individual corporate borrowers, established limits by dividing the “expected loss” with respect to companies affiliated with such corporate borrower with the “unexpected loss” (a measurement of credit risk) of such borrower and converting that into an exposure amount. We use this as the basis for our “large exposure” limits with respect to such corporate borrower.

We also impose a similar credit risk limit for Woori Private Equity Asset Management with respect to investment in private equity funds. Much like “large exposure” limits with respect to corporate borrowers, we aim to avoid concentrations of exposure with respect to any single private equity fund or affiliated group of funds. Accordingly, we have established aggregate investment limits based on the capital adequacy levels of Woori Private Equity Asset Management and, with respect to limits on each opportunity to invest, established limits depending on whether the target fund is an affiliate, or our participation or the participation by our subsidiaries is as a limited or general partner. We also impose a “principal investment” limit for investment activities that our subsidiaries undertake as a principal (as opposed to as an agent). The principal investment limit for each subsidiary is set as a certain percentage of the capitalization of such subsidiary.

We use our credit risk management systems to measure and control credit risk, to evaluate and approve new credit and to review and monitor outstanding credit. We conduct various quantitative and qualitative analyses to establish acceptable risk levels that provide what we believe are appropriate levels of return on investments. The credit risk management systems that we use to do this integrate various data, including customers’ financial and

economic condition, limits on loans and guarantee amounts, cash flow evaluations, collateral levels, our desired profit margin and the likelihood of unexpected loan losses.

Each relevant subsidiary monitors its level of risk, determines how that level compares to our target optimized level of risk on a monthly basis and produces risk analysis reports and optimization reports on a monthly basis and stress test reports on an ad hoc basis. These reports are sent to the respective Subsidiary Risk Management Committees and to the Board Risk Management Committee and provide a basis to set risk limits for, and allocate capital to, a subsidiary’s business groups.

Credit Evaluation and Approval

Our subsidiaries evaluate the credit of every loan applicant and guarantor before approving any loans, except for:

 

loans guaranteed by letters of guarantee issued by the Korea Credit Guarantee Fund, the Korea Technology Credit Guarantee Fund or certain other specified Korean government-controlled funds;

 

loans guaranteed by highly ratedhighly-rated banks;

 

loans fully secured by deposits with us; and

 

loans against commercial promissory notes issued by creditworthy companies at a discount to the face value of the note determined by the issuer’s creditworthiness.

The evaluation and approval process differs depending on whether the loan is a corporate loan, a general household consumer loan, or a mortgage or home equity loan, and there is a separate process for credit card applications. For example, Woori Bank has in recent years implemented a standardized “expected loss” and “unexpected loss” credit risk system which we believe enables us to better allocate risk capital by evaluating “unexpected loss” (a measurement of credit risk), “VaR” (a measurement of market risk) and “earnings at risk” (a measurement of whether our assets and liabilities are mismatched).

Woori Bank has also undertaken a number of initiatives to develop credit evaluation and loan approval procedures that are more systematic and efficient. We prefer to use credit rating systems in our credit evaluation and loan approval process because they:

 

yield a uniform result regardless of the user;

 

can be used effectively by employees who do not have extensive experience in credit evaluation;

 

can be easily updated to reflect changing market conditions by changing how factors are weighted;

 

significantly limit the scope of employee discretion in the loan assessment and approval process; and

 

improve loan processing times while generally resulting in declines in delinquencies among new borrowers.

Woori Bank operates a CREPIACredit Wizard credit evaluation system for corporate loans (including small- andmedium-sized enterprise loans) and a consumer credit evaluation system for consumer loans.

Customers apply for loans by submitting a loan application through one of Woori Bank’s branches. These applications are initially reviewed using the appropriate credit evaluation system and, in the case of applications for a small amount or involving applicants with little or no credit risk, are approved by the branch manager or a relationship manager acting in concert with a credit officer based on the credit risk rating they receive under that system. Applications for larger loans and loans which are determined to involve greater credit risk are approved by bodies with greater authority, depending on where those loans fall in a matrix of size, collateral and credit risk. These loan applications will be referred to a credit officer committee at an office located near the customer, which may or may not be at Woori Bank’s headquarters. Every credit officer committee is made up of credit officers from headquarters and has the same level of authority. Applications that cannot be approved by a credit officer committee are referred to a senior credit officer committee or the Loan Committee of Woori Bank,

depending on loan size, collateral and credit risk. The following table sets forth the various Woori Bank committees and personnel involved in its credit evaluation and loan approval process:

 

Committee

  

Members

  

Approval Process

Headquarters Approval

    

Loan Committee

  Head of the credit support group, head of the risk management department, head of the investment banking group, head of the corporate banking business group, head of the capital market group, head of2/3 required for approval; 2/3 required to participate

Committee

Members

Approval Process

the large corporate audit department and head ofmedium-size enterprise audit department (no more than seven persons)  2/3 required for approval; 2/3 required to participate

Headquarters/Regional Approval

    

Senior Credit Officer Committee

  One head senior credit officer and four to six other senior credit officers (five to seven persons)  2/3 required for approval; 2/3 required to participate

Credit Officer Committee

  At least one senior credit officer and two other credit officers (at least three persons)  2/3 required for approval; 2/3 required to participate

Individual Approval

    

Senior Relationship Manager

IndividualApproval of the individual

Relationship ManagerLoan Officer

  Individual  Approval of the individual

Branch Manager

IndividualApproval of the individual

Head of Team

  Individual  Approval of the individual

Different individuals or committees review and approve loan applications depending on various factors, including:

 

the size and type of the loan;

 

the level of credit risk established by the credit rating system;

 

whether the loan is secured by collateral; and

 

if the loan is secured, an assessment of the collateral.

Loan applications are generally reviewed only by the highest-level committee required to approve the loan, although multiple reviews, including separate reviews at the branch, regional and headquarters level, may occur depending on the size and terms of any particular loan or a borrower’s credit risk.

Corporate Loan Approval Process

Woori Bank’s branches review corporate loan applications using a credit evaluation system for corporate borrowers. Each corporate credit evaluation system measures various quantitative and qualitative factors. The model used by the credit evaluation system to review an application depends, however, on certain characteristics of the potential borrower. Woori Bank’s credit risk management unit, together with its large corporate loan department and small- andmedium-sized enterprise loan department, has developed separate credit evaluation models for large corporate borrowers that are subject to external audit under the Act on External Audits of Stock Companies, large corporate borrowers that are not subject to external audit,medium-sized enterprises and SOHO borrowers that either have outstanding loans, or are applying for a loan, in excess of ￦1 billion. In general, each model uses scores from both a computerized evaluation of quantitative financial factors, such as cash flow and income, and more qualitative factors which are scored using judgments by the credit officer or officers reviewing the application to produce an overall credit risk rating. These credit evaluation systems provide Woori Bank with tools to make consistent credit decisions and assist it in making risk-based pricing decisions. Woori Bank’s CREPIACredit Wizard system, depending on whether the borrower is audited by independent auditors and its size,

produces two separate scores based on one of 14five principal rating models: one for quantitative current financial factors, which is weighted 60%60 to 70% in determining the CREPIACredit Wizard credit risk rating, and another for the more qualitative factors that the judgment of credit officers plays a more significant part in determining, which is weighted 30 to 40%. The CREPIACredit Wizard credit risk rating estimates the probability that Woori Bank will recover extended credits and the likelihood that borrowers will default. Qualitative factors included in CREPIAthe Credit Wizard system include:

its industry situation;

 

a customer’s future financial condition;

 

its competitive position in the industry;

its industry situation;

 

the quality of its management; and

its operations.

Other indirect factors included in the credit risk rating include:

 

its technological merits;

its operations;

 

the nature and the location of any collateral; and

 

Woori Bank’s level of priority in that collateral to estimatenon-recovery risks.

These qualitative factors are input into the CREPIACredit Wizard system by the credit officer, and are scoredrated based on his or her historical experience and that of the bank.

The CREPIACredit Wizard system produces separate credit risk ratings for each borrower and for each loan requested by that borrower. Woori Bank’s credit analysis and approval center evaluates and approves corporate loan applications based on these credit risk ratings. The CREPIACredit Wizard system assigns each borrower and facility one of the following fourteen14 credit risk rating grades from AAA to D, which are classified as follows: AAA (extremely strong), AA (very strong), A+ (strong), A– (good), BBB+ (more adequate), BBB (adequate), BBB– (less adequate), BB+ (less susceptible), BB (susceptible), BB– (more susceptible), B+ (slightly weak), B– (weak), C (very weak) and D (default). Certain loans are subject to review by the Loan Committee depending on the size of the loan and the determined credit risk rating. Examples of this include loan applications for secured loans in excess of ￦80 billion for a borrower or facility with a credit risk rating ofA- and above, and, at the other extreme for unsecured loans, loan applications in excess of ￦4 billion for a borrower or facility with a credit risk rating of BB– to C. Applications from borrowers with loans on a watch list (see “—Credit Review and Monitoring” below) are also automatically reviewed by the Loan Committee.

Woori Bank uses the same systems to evaluate and approve applications from small- andmedium-sized enterprises that it uses to evaluate other corporate borrowers, but uses different credit evaluation models. Woori Bank’s credit evaluation models for small- andmedium-sized enterprise customers, which are incorporated into the CREPIA system, use the same quantitative and qualitative factors that Woori Bank uses to evaluate other corporate customers. However, the small- andmedium-sized enterprise models apply a 50% weighting to the score derived from quantitative factors and a 50% weighting to the score derived from the more flexible qualitative factors in determining the credit risk rating. Woori Bank also uses a separate credit evaluation model to evaluate newly opening small- andmedium-sized enterprises that relies solely on qualitative factors. In addition, Woori Bank has adopted a separate and simpler credit evaluation system for SOHOs (such as pharmacies, clinics and restaurants) whichthat either have outstanding loans, or are applying for a loan, of ￦1 billion or lessthatless. The system uses simpler credit evaluation models and resembles itsWoori Bank’s application scoring system for new retail customers. It assigns a credit score ranging from one to ten to each application based on its evaluation of various factors. Applications are classified as either approved or rejected, which is the same as the consumer loan approval process, based on a combination of the internal credit scoring system and the external credit score.

With respect to the evaluation of any collateral to which a commercial loan application relates (which principally consists of land, buildings and equipment), the fair value of such underlying collateral for commercial loans is appraised by external valuation experts and such appraisals are collated in Woori Bank’s CREPIACredit Wizard system. Woori Bank uses its CREPIACredit Wizard system to manage its lending activities, and inputs data gathered from loan application forms, credit scores of borrowers and the appraisal value of collateral provided by external valuation experts into the CREPIACredit Wizard system and updates such information periodically to reflect changes in such information (such as any changes in credit scores of borrowers or the appraisal value of collateral). In addition, to validate the appropriateness of the appraisal values provided by such external valuation experts, Woori Bank reviews the qualification of the external valuation experts (including a review of whether such experts are legitimately registered with the Korea Association of Property Appraisers) and evaluates the assumptions and valuation model used by such experts as well as the appropriateness of variables by reference to market data and comparisons to actual transaction prices in similar regions.

We have set credit limits for our corporate customers. Some of these limits, particularly those imposed by Korean banking regulations, are aimed at preventing loan concentrations relating to any single customer. See “Item 4.B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Financial Exposure to Any Individual Customer or Major Shareholder.” In certain cases, we have introduced and

implemented internally developedinternally-developed large exposure limits that are stricter than the applicable Financial Services Commission requirements.

In evaluating applications, credit officers or the Loan Committee will often, in addition to reviewing ratings from these credit evaluation models, also refer to corporate information gathered or ratings assigned by external credit rating agencies, such as the Korea Federation of Banks, Korea Information Service, Korean government-released information on bankruptcy rates, National Information & Credit Evaluation Inc. and Korea Management Consulting & Credit Rating Corporation. They review the information we obtain from these sources and compare it to the information we have developed internally with respect to our customers to improve the accuracy of our internal credit ratings.

Consumer Loan Approval Process

The consumer loan department of Woori Bank evaluates and approves consumer loan applications using a dedicated consumer credit evaluation system. Woori Bank’s consumer credit evaluation system assigns a credit score to each application based on its evaluation of various factors. These factors include any loan and guarantee limits Woori Bank has set for particular borrowers or groups of borrowers and our evaluation of their cash flows and credit profiles. The system gives each customer’s loan application a scoregrade ranging from one to ten. Woori Bank also uses another scoring system based on the external ratings provided by the Korea Credit Bureau.Bureau and NICE Information Service Inc. Applications are classified as “automatically approved,” “automatically rejected” and “subject to further evaluation” based on a combination of the scores of these two systems. Woori Bank uses these systems to evaluate all new consumer loan applications, except for loans fully secured by deposits with Woori Bank.

Woori Bank augments its consumer credit evaluation system with a behavioral scoring system. The behavioral scoring system enhances the consumer credit evaluation system by enabling the consideration of factors not previously evaluated, including the customer’s spending history and credit behavior. By the nature of the information it analyzes, however, the behavioral scoring system can only be used for applications of persons who are existing borrowers, generally consisting of roll-overs of outstanding amounts or increases to existing credit limits.amounts.

We also evaluate any collateral to which a consumer loan application relates (which principally consists of residential properties) using the fair value of the underlying collateral appraised by Korea Investors Service as part of our loan approval process. Such appraisals are collated in the CREPIACredit Wizard system used by Woori Bank, and such information is updated periodically to reflect changes (such as any changes in credit scores of borrowers or the appraisal value of collateral). For example, Woori Bank automatically obtainsre-evaluations for the underlying collateral for secured consumer loans and mortgages every month with respect to apartments. If the value of the collateral declines, we may have the ability to require that the borrower provide more collateral or to change the payment terms of the relevant loan.

Credit Card Approval Process

We have worked to ensure that risk management and credit extension policies with respect to our credit card operations through our indirect subsidiary, Woori Card, reflect our group-wide risk management policies and guidelines.

Woori Card reviews each new card application for completeness, accuracy and creditworthiness. It bases this review on various factors that assess the applicant’s ability to repay borrowed amounts. The review process involves three stages:

 

 • 

Initial Application Process.  Woori Card verifies basic information by requesting certain documents from the applicant, generally contacts the applicant directly (usually by telephone, although there are

personal visits to some applicants) and statistically analyzes the applicant’s personal credit history together with financial and default information gathered from third-party sources and its internal database. The analysis considers various factors including employment, default status and historical relationships with Woori Bank and any delinquency history with other credit card companies. Woori

Card also reviews information about an applicant obtained from external databases maintained by the Korea Federation of Banks and Nice Information Service Inc.

 

 • 

Application Scoring System Process.  The application scoring system at Woori Card is a standardized evaluation tool used to determine the probability of a credit card applicant defaulting during theone-year period following issuance. The application scoring system, using a statistical model, assigns risks to factors that indicate a probability ofnon-payment. The model analyzes credit history, occupation and income data to develop a combined risk score. The applicant’s eligibility to receive a credit card and credit limit is determined by its anticipated delinquency ratio over 90 days within one year.

 

 • 

Credit Assessment.  If the application is approved, then the application scoring system assessment is used to determine the applicant’s credit limit. The aggregate credit limit for a new applicant who is an individual rarely exceeds ￦20 million.There is a separate but similar system for determining the credit limit available to corporate card applicants, which will generally be higher than limits available to individual applicants but will not provide for the ability to obtain cash advances.

The entire approval process generally takes two to three days and the applicant receives the new card within one week after making an application. Woori Card evaluates and updates the application scoring system on a monthly basis (or more frequently as required) to incorporate new data or adjust the importance placed on existing data or market conditions.

Credit Review and Monitoring

Our credit review and monitoring procedures are designed to reduce the risks of deterioration in our asset quality and to maintain acceptable levels of portfolio risk. These procedures include:

 

confirming a borrower’s credit rating or score;

 

ensuring the accuracy of the credit analysis done by our credit officers; and

 

ensuring compliance with internal policies relating to loan approval.

We believe that these procedures enable us to identify potentialnon-performing loans as soon as possible and minimize the possibility of approving in advance loans that will becomenon-performing. These procedures also enable us to manage credit risk more effectively and set interest rates to more accurately reach our targeted level of return.

Loan Review and Monitoring

Woori Bank monitors credit risk with respect to ourits borrowers using its loan review system. Woori Bank has a loan review unit that oversees its review and monitoring efforts. After a loan has been approved, the relevant materials or the results generated by Woori Bank’s credit evaluation system, together with any supporting data, are reviewed by an officer in that unit. There are three types of reviews that Woori Bank’s loan review unit undertakes:

 

 • 

Desk review.  Desk reviews are the most common and are generally done within five days after a loan has been approved. Although the process is similar, different loans are automatically reviewed by Woori Bank based on the size of the loan. The loan review unit will initiate a desk review of loans approved by a credit officer committee or the Loan Committee, for any corporate loan over ￦5 billion, any consumer loan over ￦1 billion, any loan to a housing applicant group over ￦5 billion or any loan where the loan terms were adjusted. For loans originating from a branch, the loan review unit will randomly initiate a desk review for new domestic loans. For overseas loans, desk reviews are conducted for new loans (including credit limit increases) over US$300,000. Ex post desk reviews are also conducted on

consumer and corporate loans approved by a domestic branch manager for borrowers with aggregate unsecured loans over ￦50 million or aggregate secured loans over ￦300 million, and new consumer and corporate loans (including credit limit increases) over US$30,000 approved by overseas branch managers.

 • 

Periodic review.  Periodic reviews are done on a quarterly, semi-annual or annual basis with respect to loans that are current and over ￦10 billion or with respect to borrowers who are on a “watch list” with respect to possible insolvency. Quarterly periodic reviews are done for certain corporate borrowers, depending on their size and the borrower’s industry.

 

 • 

Ad hoc review.  Ad hoc reviews can be done at any time. The head of Woori Bank’s Risk Management Department or the chief executive officer or chief financial officer of Woori Bank can initiate ad hoc reviews. Loan review officers who are responsible for desk and periodic reviews also conduct ad hoc reviews.

Following a review, Woori Bank’s sales office may hold additional meetings with the borrower and adjust the loan amount or the borrower’s credit rating. The loan review unit may also direct sales office personnel to institute early collections or to adjust a borrower’s credit rating, total exposure and asset portfolio without consulting the borrower. The loan review officer may request that the credit officer adjust a borrower’s credit ratings based on various factors, including asset quality, credit limits, applied interest rates and our credit policies. We also continually review other factors, such as industries in which borrowers operate and their domestic and overseas assets and operations, to ensure that our ratings are appropriate.

Woori Bank monitors and manages its exposures to and credit limits for corporations andchaebols on a daily basis. Woori Bank uses its Total Exposure Management System to make real-time inquiries regarding its exposures, either by company or bychaebol, and to manage the credit limits for all kinds of business transactions. Woori Bank monitors and analyzes these exposures on a monthly basis. Corporate borrowers on Woori Bank’s “watch list” are monitored more closely and with respect to additional aspects of their relationships with us. Woori Bank places borrowers on its watch list when it believes that any impediment on a borrower’s ability to meet its financial obligations exists or is pending. Woori Bank may also monitor newly extended credits or any additional credits extended to a previous borrower more frequently if it believes additional monitoring is necessary after reviewing the loan approval process. Credits outstanding to a particular industry or region that Woori Bank believes are higher risk are monitored even more frequently. Based on the results of such monitoring, the loan review unit of Woori Bank provides monthly reports to its chief executive officer and its Risk Management Committee.

Woori Bank has the ability to conduct daily surveillance on the status of its retail borrowers through anon-line online system established by the Korea Federation of Banks. This system, which tracks consumer loans at all major Korean banks andnon-banking institutions, permits us to track all loan defaults by any borrower. Woori Bank evaluates the need to monitor consumer loans by using its consumer credit evaluation system, including its behavioral scoring system, and makes adjustments to the credit scoring formula based on the results of that process.

Woori Bank’s loan review unit in its Risk Management Department is required to submit monthly loan review reports and quarterly deficiency reports to the chief executive officer and the head of the Risk Management Department of Woori Bank. The chief executive officer then provides feedback to the relevant sales offices of Woori Bank’s branches through its auditing team or relevant business group. Based on these reports, we may, for example, stop lending to particular borrowers, change credit limits or modify our loan approval procedures. We do not monitor loans to certain borrowers, such as loans to government entities.

Credit Card Review and Monitoring

Woori Card monitors its risk exposure to individual accounts on a regular basis. It monitors each customer’s card usage trends and negative credit data such as delinquency information through both its own credit risk management system (which was developed with the assistance of an outside consultant) and BC Card’s similar

system (which BC Card maintains for its member institutions). These systems monitor the behavior of users of Woori Card’s credit cards, using both internally generated information and information from external sources. Woori Card statistically analyzes this information to estimate each customer’s creditworthiness on a monthly basis. The credit risk management system is an integral part of the credit practices at Woori Card and is used to

determine increases or decreases in credit limits, reset interest rates, set fee levels, authorize special transactions and approve card loans using criteria such as:

 

how much credit each customer has incurred in the past (i.e., frequency and amount of payments);

 

whether a customer uses his card to make credit card purchases or to get cash advances;

 

internal credit scores; and

 

whether the customer has been delinquent in making payments.

After assigning appropriate weightings to each factor, the system computes a behavior score and uses that score to classify each cardholder. Each customer’s credit limit is subject to adjustment in accordance with the monthly updated score. Woori Card uses these results and the results of its application scoring system to evaluate its credit risk management system and make adjustments to its credit scoring formula based on the results of that process.

Woori Card’s credit risk management system has also been able to run various simulations in connection with monitoring its operations, including:

 

 • 

new product simulations, which predict a customer’s likely spending pattern when using a new credit card product and analyzes that pattern to predict the new product’s costs, delinquencies and profitability; and

 

 • 

credit use limit simulations, which test whether a customer’s credit limit has been properly set by simulating an increase or decrease of that limit.

Woori Card’s credit administration team manages customer credit risk for users of its credit cards. It reviews and updates its underwriting, credit evaluation, collection, servicing andwrite-off procedures, and the terms and conditions of card agreements, from time to time in accordance with its business practices, applicable law and guidelines issued by regulatory authorities.

Early Warning Systems

Woori Bank and its subsidiary Woori Card have developed separate early warning systems that monitor the status of both commercial and retail borrowers and evaluate all of a customer’s outstanding credits. These systems monitor various factors, including the financial status, financial transaction status, industry rating and management status of borrowers. They enable our subsidiaries to find defaults and signs of potential delinquency in advance, monitor these problematic credits properly before any default or delayed payment occurs and keep track of information on the credit status of borrowers. Updated information is input as it becomes available, either automatically from internal and external sources or manually. This information includes data relating to:

 

credit evaluation and monitoring system results, which determine if a borrower should be put on a watch list;

 

loan transactions, such as a borrower’s remaining line of credit and whether it has any dishonored notes, overdue loans or setoffs with respect to collateral deposits which have not matured;

 

deposit transactions, such as any decrease in a borrower’s average deposit balance, requests for large volumes of promissory notes or checks, or the inability to pay immediately available funds owed when due;

 

foreign exchange transactions, such as unpaid amounts of a borrower’s purchased export bills that have exceeded the maturity date; and

other information, such as a borrower’s management and employees, business operations, production operations, financial affairs and accounting operations and bank transactions.

We also monitor borrowers’ credits throughon-line online credit reports that are provided by Korea Information Service and National Information & Credit Evaluation, Inc., which are Korean credit reporting agencies.

After gathering this information, for example at Woori Bank, the CREPIAearly warning system reviews such information to monitor any changes that could affect the credit rating of the borrower, approval conditions with respect to the loan or credit, underlying collateral or assigned credit limit of the borrower. Depending on the likelihood of the change, the system automatically sends a signal to the responsible credit officer. The officer then evaluates the information and formulates an action plan, which could result in an adjustment in the borrower’s credit rating or loan pricing, are-evaluation of the loan or the taking of other preventative measures.

Credit Remediation

We believe that by centralizing the management of ournon-performing credits within each subsidiary, we can implement uniform policies fornon-performing credit resolution, pool institutional knowledge and create a more specialized (and therefore more efficient) work force. To the extent relevant to its business, each of our subsidiaries has one or more units that are responsible for managingnon-performing loans. At Woori Bank, for example, the Credit Management and Collection Department and the Corporate Restoration Department generally oversee the process for resolvingnon-performing loans transferred to them by Woori Bank’s other business groups. When a loan becomesnon-performing, the Credit Management and Collection Department and the Corporate Restoration Department will begin a due diligence review of the borrower’s assets, send a notice demanding payment or stating that the group will take legal action, and prepare for legal action. At the same time, Woori Bank initiates itsnon-performing loan management process. Once Woori Bank has confirmed the details of anon-performing loan, it makes efforts to recover amounts owed to it. Methods for resolvingnon-performing loans include commencing collection proceedings or legal actions and writing off such loans, transferring them to affiliates in charge of collection and authorizing those subsidiaries to recover what they can. We have also disposed of a number of non-performing credits to UAMCO and various structured companies. See “Item 4.B. Business Overview—Assets and Liabilities—Asset Quality ofLoans—Non-Performing Loan Strategy.”

Market Risk Management

The principal market risks to which we are exposed are interest rate risk, foreign exchange risk and, to a lesser extent, equity risk and commodity risk. We divide market risk into risks arising from trading activities and risks relating to management of our assets and liabilities.

Our Board Risk Management Committee establishes risk capital allocation and risk limits for our trading activities. TheOur Group Risk Management Department and our Subsidiary Risk Management Departments, in turn, manage more specific risk limits and loss limits and regularly report the results to our Board Risk Management Committee has delegatedand the responsibility for coordinating market risk management for trading activities to the Group Risk Management Council. Eachrelevant Subsidiary Risk Management Department coordinates withCommittees.We use the Group Risk Management Council. These groups review on a daily basis reports that include trading profitsstandardized method and losses, position reports, stress test resultsthe internal model method to measure and “value at risk” results foranalyze the market risk from our trading activities. Any violations of such risk limits are reported to the Group Risk Management Department.

Market Risk Management for Trading Activities

We measure market risk from trading activities to monitor and control the risk of our business groups and teams that perform those activities. Our trading activities consist of:

 

trading activities for our own account to realize short-term trading profits in debt (primarilyWon-denominated), equity and foreign exchange markets based on our forecasts of changes in market situation and customer demand; and

 

trading activities involving derivatives transactions, including interest rate and foreign exchange swaps, forwards, futures and options and, to a lesser extent, commodity derivatives, primarily to sell derivatives products to our customers and to hedge our own market risk.

Market risk arising from our trading activities can be subdivided into interest rate risk, foreign exchange risk, equity risk and commodity risk:

 

Interest rate risk is a significant risk to which our trading activities are exposed. This risk arises primarily from our debt securities (which are primarily held by Woori Bank). We set different risk limits for our interest rate risk for our trading andnon-trading debt portfolios.

 

Foreign exchange risk arises from foreign currency-denominated assets and liabilities in both our trading andnon-trading accounts and financial derivatives involving foreign currencies, which are not controlled separately on a trading and asset/liability management basis.

 

Equity risk arises from price and volatility fluctuations in equity securities and derivatives.

 

Commodity risk arises from price and volatility fluctuations in commodity derivatives.

The following table shows the volume and types of Woori Bank’s trading positions (including trust accounts) subject to market risk as of December 31, 2016, 2017, 2018 and 2018:2019:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in millions of Won)   (in millions of Won) 

Debt securities

  ￦2,644,916   ￦2,644,334   ￦1,687,869   ￦2,644,334   ￦1,687,869   ￦1,284,003 

Equity securities

   40,442    21,666    218,574    21,666    218,574    243,629 

Spot exchanges(1)

   1,029,928    1,049,388    1,173,041    1,049,388    1,173,041    1,301,228 

Derivatives(2)

   6,235,454    6,627,055    4,606,411    6,627,055    4,606,411    6,299,833 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦9,950,740   ￦10,342,443   ￦7,685,895   ￦10,342,443   ￦7,685,895   ￦9,128,693 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(1)

Represents the overall net open currency position in each currency, which is the greater of (i) the sum of the absolute values of all short positions and (ii) the sum of the absolute values of all long positions.

(2)

Forover-the-counter derivatives, represents the absolute value ofover-the-counter derivatives measured at fair value at the end of the relevant year. For exchange-traded derivatives, includes the amount of deposits and the collateral posted for such derivatives.

The Board Risk Management Committee monitors market risk both for the group and for each relevant subsidiary individually. See “—Overview.” The Board Risk Management Committee has established a maximum “risk appetite” for each relevant subsidiary, which is defined as the risk capital of such subsidiary divided by its available capital. “Risk capital” is a benchmark figure that determines the VaRmarket risk limits, accumulated loss limits (for trading portfolios) and present value of a basis point (or PVBP) limits (fornon-trading debt securities) for each subsidiary. Available capital generally consists of shareholder’s equity. Using this benchmark, as of December 31, 2018,2019, we have established market risk limits with respect to Woori Bank as shown in the following table:

 

Trading Portfolio

  

Non-Trading Portfolio

VaR Limit

 

Accumulated Loss Limit

  

PVBP Limit

 

Quarter

 

Annual

(in billions of Won)

￦  16.5

 ￦  68.1 ￦  136.2  ￦  5.3

Each of our relevant subsidiaries generally manages its market risk at the portfolio level. To control its exposure, each such subsidiary takes into consideration the VaRmarket risk limits, accumulated loss limits and PVBP limits set by the Board Risk Management Committee in determining its internal allocation of risk among its various portfolios. Each relevant subsidiary also sets its own stop loss limits with respect to particular types of transactions. Each subsidiaryWoori Bank uses an integrated market risk management system to manage market risks for its debt and equity trading operations. This systemoperations, which enables the subsidiaryWoori Bank to generate consistent VaR numbers for all of its trading activities.

In addition, we haveWoori Bank has implemented internal processes which include a number of key controls designed to ensure that fair value is measured appropriately, particularly where a fair value model is internally developed and used to price a significant product. See “Item 5.A. Operating Results—Critical Accounting Policies—Valuation

Policies—Valuation of Financial Assets and Liabilities” and Notes2-(9)-5),3-(3) and 11 of the notes to our consolidated financial statements. For example, Woori Bank’s Risk Management Department reviews the existing pricing and valuation models on a regular basis, with a focus on their underlying modeling assumptions and restrictions, to assess the appropriateness of their continued use. In consultation with its Trading Department, Woori Bank’s Risk Management Department recommends potential valuation models to its Fair Value Evaluation Committee. Upon approval by Woori Bank’s Fair Value Evaluation Committee, the selected valuation models are reported to its Risk Management Committee.

Value at Risk analysis.  We useWoori Bank uses daily VaR to measure market risk. Our dailyDaily VaR is a statistically estimated maximum amount of loss that can occur for a day. We useWoori Bank uses a 99% confidence level to measure ourits daily VaR, which means the actual amount of loss may exceed the VaR, on average, once out of 100 business days. We useWoori Bank uses the “historical simulation method” which takes into account the diversification effects among different risk factors.

Although VaR is a commonly used market risk management technique, it has some inadequacies. Since it is a statistical approach, VaR estimates possible losses over a certain period at a particular confidence level using past market movement data. Past market movements, however, are not necessarily a good indicator of future events. Another problem with VaR is that the time periods used for the model, generally one or 10 days, are assumed to be a sufficient holding period before liquidating the relevant underlying positions. If these holding periods are not sufficient, or too long, VaR may understate or overstate the potential loss. VaR is most appropriate as a risk measure for trading positions in liquid financial markets and will understate the risk associated with severe events, such as a period of extreme liquidity.

The following table shows ourWoori Bank’s daily VaR for Woori Bank as of December 31, 2016, 2017, 2018 and 20182019 at a 99% confidence level for aone-day holding period, for interest rate risk, equity risk, foreign exchange risk and commodity risk relating to its trading activities.

 

  Interest
Rate Risk		   Foreign
Exchange
Risk		   Equity
Risk		   Commodity
Risk		   Less:
Diversification		   VaR for Overall
Trading
Activities		   Interest
Rate Risk		   Foreign
Exchange
Risk		   Equity
Risk		   Commodity
Risk		   Less:
Diversification		   VaR for Overall
Trading
Activities		 
  (in millions of Won)   (in millions of Won) 

As of December 31, 2016

  ￦3,250   ￦4,396   ￦4,191   ￦152   ￦5,630   ￦6,359 

As of December 31, 2017

   4,183    4,750    909    0    4,472    5,370   ￦4,183   ￦4,750   ￦909   ￦0   ￦4,472   ￦5,370 

As of December 31, 2018

   3,107    4,972    2,353    0    4,445    5,987    3,107    4,972    2,353    0    4,445    5,987 

As of December 31, 2019

   5,052    5,028    3,730    0    6,233    7,577 

In 2016, 2017, 2018 and 2018,2019, the average, high, low and ending amounts of Woori Bank’s daily VaR for Woori Bank relating to its trading activities (at a 99% confidence level for aone-day holding period) were as follows:

 

 As of
December 31,
2016		  For the year ended
December 31, 2016		  As of
December 31,
2017		  For the year ended
December 31, 2017		  As of
December 31,
2018		  For the year ended
December 31, 2018		  As of
December 31,
2017		  For the year ended
December 31, 2017		  As of
December 31,
2018		  For the year ended
December 31, 2018		  As of
December 31,
2019		  For the year ended
December 31, 2019		 
 Average Maximum Minimum Average Maximum Minimum Average Maximum Minimum  Average Minimum Minimum Average Maximum Minimum Average Maximum Minimum 

Interest risk

 ￦3,250  ￦2,844  ￦6,430  ￦1,367  ￦4,183  ￦3,799  ￦4,918  ￦2,467  ￦3,107  ￦3,702  ￦5,528  ￦1,730  ￦4,183  ￦3,799  ￦4,918  ￦2,467  ￦3,107  ￦3,702  ￦5,528  ￦1,730  ￦5,052  ￦3,406  ￦5,725  ￦1,176 

Foreign exchange risk

 4,396  4,914  7,686  3,967  4,750  5,051  6,636  4,061  4,972  4,678  6,136  3,439  4,750  5,051  6,636  4,061  4,972  4,678  6,136  3,439  5,028  5,033  6,469  4,395 

Equity risk

 4,191  3,456  5,063  2,304  909  2,863  4,419  909  2,353  2,669  5,081  1,138  909  2,863  4,419  909  2,353  2,669  5,081  1,138  3,730  3,203  5,935  1,146 

Commodity risk

 152  113  325  21  0  31  188  0  0  3  24  0  0  31  188  0  0  3  24  0  0  1  32  0 

Diversification

 (5,630)  (5,355)  (10,385)  (4,034)  (4,472)  (4,621)  (6,798)  (2,067)  (4,445)  (4,869)  (8,155)  (1,815)  (4,472)  (4,621)  (6,798)  (2,067)  (4,445)  (4,869)  (8,155)  (1,815)  (6,233)  (5,127)  (9,229)  (2,339) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total risk

 ￦6,359  ￦5,972  ￦9,119  ￦3,625  ￦5,370  ￦7,123  ￦9,363  ￦5,370  ￦5,987  ￦6,183  ￦8,614  ￦4,492  ￦5,370  ￦7,123  ￦9,363  ￦5,370  ￦5,987  ￦6,183  ￦8,614  ￦4,492  ￦7,577  ￦6,516  ￦8,932  ￦4,378 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

The graph of Woori Bank’s daily 99% VaR for Woori Bank relating to its trading activities in 20182019 is as follows:

 

LOGOLOGO

Standardized Method.  The standardized method is used to measure the market risk of the positions for which the Financial Supervisory Service has not approved the use of the VaR method. The following table shows for Woori Bank, theBank’s market risk capital charges measured using the standardized method as of December 31, 2016, 2017, 2018 and 2018:2019:

 

  As of December 31,   As of December 31, 
  2016   2017   2018   2017   2018   2019 
  (in millions of Won)   (in millions of Won) 

Risk categories

            

Interest risk

  ￦11,775   ￦12,468   ￦9,034   ￦12,468   ￦9,034   ￦11,671 

Equity risk

   4,930    3,367    7,522    3,367    7,522    8,188 

Foreign exchanges risk

   18,265    19,658    25,330    19,658    25,330    32,707 

Commodity risk

   3,084    1,204    0    1,204    0    0 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  ￦38,054   ￦36,697   ￦41,886   ￦36,697   ￦41,886   ￦52,566 
  

 

   

 

   

 

   

 

   

 

   

 

 

Back-testing.  We conductWoori Bank conducts back testing on a daily basis to validate the adequacy of ourits market risk management. In our backBack testing we comparecompares both the actual and hypothetical profit and loss with VaR calculations and analyzeanalyzes any results that fall outside oura predetermined confidence interval of 99%. The number of times the actual changes in Woori Bank’s profit and loss exceeded the VaR amounts in 2016, 2017, 2018 and 20182019 was 0.

Stress test.  In addition to VaR, we performWoori Bank performs stress testing to measure market risk. As VaR assumes normal market situations, we assess ourWoori Bank assesses its market risk exposure to abnormal market fluctuations through stress testing. Stress testing is an important way of supporting VaR since VaR is a statistical expression of possible loss under a given confidence level and holding period. It does not cover potential loss if the market moves in a manner that is outside our normal expectations. Stress testing projects the anticipated change in value of holding positions under certain scenarios assuming that we take no action is taken during a stress event to change the risk profile of a portfolio. The following table shows, for Woori Bank, the loss that would have occurred in its trading portfolio as of December 31,

2018 2019 for assumed short-term extreme changes of a+/-20% change in the equity market and a+/-60 basis point change from interest rates prevailing in the market on that date, under an abnormal stress environment.

   (in billions of Won, except percentages) 

Equity Market Chart

Market fluctuation amount

   (20)%   (10)%   (5)%   5%   10%   20% 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  ￦100.3  ￦14.5  ￦5.4  ￦3.7  ￦16.3  ￦56.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

   (in billions of Won, except percentages) 

Equity Market Chart

Market fluctuation amount

   (20)%   (10)%   (5)%   5%   10%   20% 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  ￦(38.2)  ￦(17.9)  ￦(7.3)  ￦1.0  ￦(0.8)  ￦(4.8) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   (in billions of Won, except basis points) 

Interest Rate Chart

Basis point fluctuation amount

   

(60) basis

points

 

 

   
(40) basis
points
 		   
(20) basis
points
 		   
20 basis
points
 		  
40 basis
points
 		  
60 basis
points
 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  ￦0.5   ￦0.3   ￦0.1   ￦(0.2)  ￦(0.3)  ￦(0.5) 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
   (in billions of Won, except basis points) 

Interest Rate Chart

Basis point fluctuation amount

   

(60) basis

points

 

 

   
(40) basis
points
 		   
(20) basis
points
 		   
20 basis
points
 		  
40 basis
points
 		  
60 basis
points
 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  ￦0.5   ￦0.3   ￦0.2   ￦(0.2)  ￦(0.4)  ￦(0.5) 
  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

Interest Rate Risk

Interest rate risk from trading activities arises mainly from our trading ofWon-denominated debt securities. Our general trading strategy is to benefit from short-term movements in the prices of debt securities arising from changes in interest rates. As Woori Bank’s trading accounts aremarked-to-market daily, Woori Bank manages its interest rate risk related to trading accounts using market value-based tools such as VaR. See “—Asset and Liability Management—Interest Rate Risk.”

Foreign Exchange Risk

Foreign exchange risk arises because we have assets, liabilities andoff-balance sheet items such as foreign exchange forwards and currency swaps that are denominated innon-Won currencies. The difference between each of our relevant subsidiaries’ foreign currency assets and liabilities is offset against forward foreign exchange positions to obtain its net foreign currency open position. Each of our relevant subsidiariesWoori Bank determines its maximum foreign exchange exposure for both trading and asset and liability management purposes by establishing a limit for this net foreign currency open position. Each SubsidiaryWoori Bank’s Risk Management Committee also establishes VaR limits for theits foreign exchange business of the respective subsidiary.business.

Assets and liabilities denominated in U.S. dollars account for the majority of our foreign currency assets and liabilities. Those denominated in Japanese yen and the euro account for most of the remainder, the majority of which have been swapped into U.S. dollars.

Each of our relevant subsidiaries monitors changes in, and matches of, foreign-currency assets and liabilities in order to reduce exposure to currency fluctuations. Most of our foreign exchange risk arises in connection with the operations of Woori Bank. Our relevant subsidiaries also manage risks relating to exchange rate fluctuations through foreign exchange dealing, including by their overseas branches. However, we conduct foreign exchange dealings primarily on behalf of our customers. CounterpartiesOur counterparties are restricted togenerally domestic and foreign financial institutions and banks with respect to which our subsidiaries have established a foreign exchange dealing limit. Our subsidiaries deal primarily in the Won/U.S. dollar market and such dealings are subject to what we believe are conservative daily maximum and closing limits and stop loss limits.Thebanks. The following table sets forth information concerning Woori Bank’s limits on proprietary foreign exchange dealings as of December 31, 2018:2019:

 

   Won/U.S. Dollar Dealing   Dealings in other currencies 
   Headquarters   Headquarters   Overseas Branches 
   Total   Individual   Total   Individual   Total   Individual 
   (in millions of US$) 

Open position

            

Daily maximum limit

  US$1,000   US$200   US$200   US$50   US$60   US$15 

Daily closing limit

   200    50    100    20    30    6 

Stop loss:

            

Daily

   2    0.5    0.8    0.15    0.24    0.045 

Monthly

   3    0.8    2    0.5    0.6    0.15 

The following table shows thenon-consolidated net open positions of Woori Bank at the endas of 2016,December 31, 2017, 2018 and 2018.2019. Positive amounts represent long exposures and negative amounts represent short exposures.

   As of December 31, 
   2016  2017  2018 
   (in millions of US$) 

Currency

    

U.S. dollar

  US$(177.4)  US$(278.6)  US$153.8 

Japanese yen

   (8.4)   (22.6)   (4.5) 

Euro

   (76.9)   (266.6)   (399.1) 

Others

   138.3   148.9   146.0 
  

 

 

  

 

 

  

 

 

 

Total

  US$(124.4)  US$(418.9)  US$(103.8) 
  

 

 

  

 

 

  

 

 

 
   As of December 31, 
   2017  2018  2019 
   (in millions of US$) 

Currency

    

U.S. dollar

  US$(278.6)  US$153.8  US$171.1 

Japanese yen

   (22.6)   (4.5)   (38.7) 

Euro

   (266.6)   (399.1)   (400.8) 

Others

   148.9   146.0   182.3 
  

 

 

  

 

 

  

 

 

 

Total

  US$(418.9)  US$(103.8)  US$(86.1) 
  

 

 

  

 

 

  

 

 

 

Equity Risk

Equity price risk and equity volatility risk arise primarily from Woori Bank’s equity portfolio, which consists mainly of futures contracts and options andWon-denominated equity securities, as a result our imposition of strict VaR limits, accumulated loss limits and stress test limits.Equity risk arises in the context of trading activities for our own accounts to realize short-term trading profits with respect to equity securities and trading activities involving certain derivatives transactions.

Commodity Risk

Commodity risk represents exposures to instruments traded in the metals, petroleum, natural gas and other commodities markets, and arises principally from Woori Bank’s trading of U.S. dollar-denominated commodity derivatives. Woori Bank manages its commodity risk using VaR, accumulated loss and stress test limits.

Derivatives-Related Market Risk

The Foreign Exchange Transaction Regulations of Korea provide that a foreign exchange bank (such as Woori Bank) may generally enter into derivatives transactions without restriction so long as those transactions are not linked with credit risks of a party to the transaction or any third party. If they are, the bank must report the transaction to the Bank of Korea.

Most of the derivatives products that our subsidiaries trade are on behalf of their customers or to hedge their own positions. Our derivatives activities include interest rate and cross-currency swaps, foreign exchange forwards, stock index and interest rate futures, forward rate agreements and currency andover-the-counter equity options.

Asset and Liability Management

Our principal market risk with respect to managing our assets and liabilities is interest rate risk. Interest rate risk arises due to mismatches in the maturities orre-pricing periods of rate-sensitive assets and liabilities, such as loans and deposits. Any imbalance of the maturity of our interest rate-sensitive assets and liabilities and the gap resulting from that imbalance may cause net interest income to be affected by changes in the prevailing level of interest rates. Our principal asset and liability management objectives are to generate stable net interest revenues and protect our asset value against interest rate fluctuations.

Woori Bank uses a standardized asset and liability management system for itsWon- and foreign currency-denominated assets and liabilities. In addition, Woori Bank’s system also allows it to manage the assets and liabilities in its trust accounts. Its system uses the historical scenario method to determine interest rate VaR, supplemented by modules to calculate and monitor our liquidity coverage ratio and net stable funding ratio.

Interest Rate Risk

We manage interest rate risk based on rational interest rate forecasts, using gap analysis to measure the difference between interest-sensitive assets and interest-sensitive liabilities, and using simulations to calculate the

effect of changing interest rates on income. We principally manage this risk by managing maturity and duration gaps between our interest-earning assets and interest-bearing liabilities.

We measure interest rate risk for Won and foreign currency assets and liabilities, including derivatives and principal guaranteed trust accounts. Most of our interest-earning assets and interest-bearing liabilities are denominated in Won and our foreign currency-denominated assets and liabilities are mostly denominated in U.S. dollars. We believe, however, that our interest rate sensitivity is limited with respect to ourWon-denominated assets. Deposits in Won generally bear fixed rates of interest for fixed time periods (other than deposits payable on demand which constituted approximately 43.7%44.5% of our total deposits in Won as of December 31, 2018).We2019). We generally adjust the interest rates on these deposits when they are rolled over. In addition, as of December 31, 2018, 99.1%2019, 98.3% of those deposits had current maturities of one year or less.Asless. As of December 31, 2018,2019, approximately 65.9%58.7% of ourWon-denominated loans bore floating rates of interest, and 63.7%66.9% of those loans had current maturities of one year or less.

Interest rate gap analysis measures expected changes in net interest revenues by calculating the difference in the amounts of interest-earning assets and interest-bearing liabilities at each maturity and interest resetting date. Woori Bank performs interest rate gap analysis for Won and foreign currency-denominated assets on a monthly basis.

Interest Rate Gap Analysis.  For interest rate gap analysis we use or assume the following maturities for different assets and liabilities:

 

With respect to maturities of assets, for prime rate-linked loans, we apply the actual maturities of each loan; furthermore, we assume the reserves with the Bank of Korea and loans and securities classified as substandard or below to have maximum remaining maturities.

 

With respect to maturities of liabilities, for demand deposits with no fixed maturities, a portion of the demand deposits are recognized to have maturities of less than three months as calculated in accordance with Financial Services Commission guidelines.

Our Board Risk Management Committee’s interest rate risk limit for Woori Bank generally requires that its earnings at risk forWon-denominated accounts be within 10% of its estimated net interest income for aone-year period. We calculate VaR through our standardized asset and liability management system, which uses the historical scenario method to simulate the current portfolio’s net asset value for aone-year holding period at a 99.9% confidence level.

The following tables show, for Woori Bank, on anon-consolidated basis pursuant to the guidelines of the Financial Supervisory Service, the interest rate gap forWon-denominated accounts and foreign currency-denominated accounts as of December 31, 2018:2019:

 

  As of December 31, 2018 
  0-3 Months  3-6 Months  6-12 Months  1-3 Years  Over 3 Years  Total 
  (in billions of Won, except percentages) 

Won-denominated accounts:

      

Interest rate-sensitive assets

      

Free interest rate

 ￦13,059  ￦8,374  ￦12,475  ￦20,651  ￦16,580  ￦71,139 

Market interest rate

  113,643   35,563   9,461   20,062   10,487   189,216 

Interest rate pegged to customer deposit

  128   81   159   59   22   449 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 ￦126,830  ￦44,018  ￦22,095  ￦40,772  ￦27,089  ￦260,804 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Interest rate-sensitive liabilities

      

Free interest rate

 ￦21,635  ￦7,264  ￦7,688  ￦15,579  ￦18,410  ￦70,576 

Market interest rate

  67,127   33,230   54,743   10,387   4,450   169,937 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 ￦88,762  ￦40,494  ￦62,431  ￦25,966  ￦22,860  ￦240,513 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sensitivity gap

  38,068   3,524   (40,336)   14,806   4,229   20,291 

Cumulative gap

  38,068   41,592   1,256   16,062   20,291   20,291 

% of total assets(1)

  13.31%   14.54%   0.44%   5.62%   7.09%   7.09% 

Total assets in Won

      ￦286,044 

 As of December 31, 2019 
 0-3 Months 3-6 Months 6-12 Months 1-3 Years Over 3 Years Total 
 (in billions of Won, except percentages) 

Won-denominated accounts:

      

Interest rate-sensitive assets

      

Free interest rate

 ￦17,552  ￦15,255  ￦15,661  ￦21,316  ￦20,387  ￦90,171 

Market interest rate

 103,270  34,749  11,631  21,918  11,332  182,900 

Interest rate pegged to customer deposit

 158  92  161  32  14  457 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦120,980  ￦50,096  ￦27,453  ￦43,266  ￦31,733  ￦273,528 
 

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate-sensitive liabilities

      

Free interest rate

 ￦25,498  ￦4,531  ￦7,792  ￦23,565  ��21,493  ￦82,879 

Market interest rate

 77,275  34,272  47,530  10,471  4,719  174,267 
 

 

  

 

  

 

  

 

  

 

  

 

 

Total

 ￦102,773  ￦38,803  ￦55,322  ￦34,036  ￦26,212  ￦257,146 
 

 

  

 

  

 

  

 

  

 

  

 

 

Sensitivity gap

 18,207  11,293  (27,869)  9,230  5,521  16,382 

Cumulative gap

 18,207  29,500  1,631  10,861  16,382  16,382 

% of total assets(1)

 6.09  9.86  0.55  3.63  5.48  5.48 

Total assets in Won

      ￦299,076 
 As of December 31, 2018  As of December 31, 2019 
 0-3 Months 3-6 Months 6-12 Months 1-3 Years Over 3 Years Total  0-3 Months 3-6 Months 6-12 Months 1-3 Years Over 3 Years Total 
 (in millions of US$, except percentages)  (in millions of US$, except percentages) 

Foreign currency-denominated accounts:

            

Interest rate-sensitive assets

            

Free interest rate

 US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0 

Market interest rate

 15,956  1,705  780  354  413  19,208  15,626  2,225  370  569  880  19,670 

Interest rate pegged to customer deposit

 0  0  0  0  0  0  0  0  0  0  0  0 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 US$15,956  US$1,705  US$780  US$354  US$413  US$19,208  US$15,626  US$2,225  US$370  US$569  US$880  US$19,670 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Interest rate-sensitive liabilities

            

Free interest rate

 US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$0  US$38  US$38 

Market interest rate

 8,240  1,582  943  1,432  1,541  13,738  8,868  2,487  1,725  2,401  2,632  18,113 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 US$8,240  US$1,582  US$943  US$1,432  US$1,541  US$13,738  US$8,868  US$2,487  US$1,725  US$2,401  US$2,670  US$18,151 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sensitivity gap

 7,716  123  (163)  (1,078)  (1,128)  5,470  6,758  (262)  (1,355)  (1,832)  (1,790)  1,519 

Cumulative gap

 7,716  7,839  7,676  6,598  5,470  5,470  6,758  6,496  5,141  3,309  1,519  1,519 

% of total assets(1)

 29.09%  29.55%  28.94%  24.87%  20.62%  20.62%  23.38%  22.47%  17.79%  11.45%  5.26%  5.26% 

Total assets in US$

      US$26,527       US$28,904 

 

(1)

Represents the cumulative gap as a percentage of total assets.

Duration Gap Analysis.  Woori Bank also performs a duration gap analysis to measure and manage its interest rate risk. Duration gap analysis is a more long-term risk indicator than interest rate gap analysis, as interest rate gap analysis focuses only on accounting income and not on the market value of the assets and liabilities. We emphasize duration gap analysis because, in the long run, our principal concern with respect to interest rate fluctuations is the net asset value rather than net interest revenue changes.

For duration gap analysis, we use or assume the same maturities for different assets and liabilities that we use or assume for our interest rate gap analysis.

The following table shows, for Woori Bank, with respect toWon-denominated assets and liabilities, duration gaps and net asset value changes when the interest rate increases by one percentage point as of the specified dates:

 

Date

  Interest-bearing
asset duration		   Interest-bearing
liability duration		   Total asset/liability
duration gap		   Net asset value change   Interest-bearing
asset duration		   Interest-bearing
liability duration		   Total asset/liability
duration gap		   Net asset value change 
  (in years)   (in years)   (in years)   (in billions of Won)   (in years)   (in years)   (in years)   (in billions of Won) 

June 30, 2016

   0.93    0.76    0.24    618 

December 31, 2016

   0.85    0.74    0.17    423 

June 30, 2017

   0.84    0.78    0.12    292    0.84    0.78    0.12    292 

December 31, 2017

   0.82    0.78    0.11    259    0.82    0.78    0.11    259 

June 30, 2018

   0.77    0.80    0.03    83    0.77    0.80    0.03    83 

December 31, 2018

   0.84    0.80    0.10    276    0.84    0.80    0.10    276 

June 30, 2019

   0.90    0.81    0.15    415 

December 31, 2019

   0.94    0.88    0.14    392 

We set interest rate risk limits using the historical simulation method, which uses actual historical price, volatility and yield changes in comparison with the current position to generate hypothetical portfolios and calculate a distribution of position and portfolio market value changes. The following table shows Woori Bank’s interest rate VaR with respect to itsWon-denominated assets and liabilities for each of the quarters since the fourth quarter of 2017:2018:

 

   Fourth Quarter
2017		   First Quarter
2018		   Second Quarter
2018		   Third Quarter
2018		   Fourth Quarter
2018		 
   (in billions of Won, except percentages)     

Interest rate VaR

  ￦394.5   ￦268.6   ￦211.9   ￦166.6   ￦293.2 
   Fourth Quarter
2018		   First Quarter
2019		   Second Quarter
2019		   Third Quarter
2019		   Fourth Quarter
2019		 
   (in billions of Won, except percentages)     

Interest rate VaR

  ￦293.2   ￦273.2   ￦417.3   ￦454.4   ￦386.4 

The Board Risk Management Committee reviews gap analysis reports, duration gap analysis reports and interest rate limit compliance reports prepared by the Risk Management Department on a quarterly basis.

Foreign Exchange Risk

We manage foreign exchange rate risk arising in connection with the management of our assets and liabilities together with such risks arising from our trading operations. See “—Market Risk Management for Trading Activities—Foreign Exchange Risk” above.

Liquidity Risk Management

Liquidity risk is the risk of insolvency or loss due to disparity between inflow and outflow of funds such as maturity mismatch, including having to obtain funds at a high price or to dispose of securities at an unfavorable price due to lack of available funds. We manage our liquidity in order to meet our financial liabilities from withdrawals of deposits, redemption of matured debentures and repayments at maturity of borrowed funds. We also require sufficient liquidity to fund loans and extend other forms of credits, as well as to make investments in securities. Each of the Subsidiary Risk Management Committees establishes liquidity policies for the respective subsidiary and monitors liquidity on anon-going basis. Our relevant subsidiaries make constant adjustments to take into account variables affecting their liquidity levels. The Subsidiary Risk Management Departments review the uses and sources of funds on a daily basis, taking into consideration the various goals of their respective business groups.

Our liquidity management goal is to be able, even under adverse conditions, to meet all our liability repayments on time and fund all investment opportunities even under adverse conditions.

We maintain diverse sources of liquidity to facilitate flexibility in meeting our funding requirements. We fund our operations principally by accepting deposits from retail and corporate depositors, accessing the call loan market (a short-term market for loans with maturities of less than one month), issuing debentures and borrowing from the Bank of Korea. We use the majority of funds raised by us to extend loans or purchase securities. Generally, deposits are of shorter average maturity than loans or investments.

In managing liquidity risk, each of our relevant subsidiaries currently determines gap limits, implements those limits and monitors maturity gaps using its asset and liability management system. We also establish gap limits for liquidity management purposes. Each relevant subsidiary has set a total limit in order to manage liquidity risk. For example, Woori Bank’s three-month accumulated gap limits for banking and trust accounts are between (10)% and 10%. In the foreign currency account, the limit for aone-week gap has been set as (3)% or higher and as (10)% or higher for aone-month gap.

Liquidity is maintained by holding sufficient quantities of assets that can be liquidated to meet actual or potential demands for funds from depositors and others. Liquidity is also managed by ensuring that the excess of maturing liabilities over maturing assets in any period is kept to manageable levels relative to the amount of funds we believe we can raise when required. We seek to minimize our liquidity costs by managing our liquidity position on a daily basis and by limiting the amount of cash at any time that is not invested in interest-earning assets or securities.

The Financial Services Commission uses the liquidity coverage ratio, defined as the ratio of highly liquid assets to total net cash outflows over a30-day period, as the principal liquidity risk management measure and currently requires Korean banks, including Woori Bank, to:

 

maintain a liquidity coverage ratio of not less than 100% from January 1, 2019 (compared to not less than 95% from January 1, 2018 to December 31, 2018);

 

maintain a foreign currency liquidity coverage ratio of not less than 80% from January 1, 2019 (compared(temporarily reduced to not less than 70% from January 1, 2018 to December 31, 2018); provided, however, thatfor the three months ending May 30, 2020 for purposes of increasing foreign currency liquidity ratio (defined asin the ratio of foreign currency assets due within three months to foreign currency liabilities due within three months) would apply if the amount of foreign currency assets and the ratio of foreign currency liabilities to total liabilities are less than the respective amount and ratio specified under the Bank Act and the regulations thereunder;Korean financial markets); and

 

submit monthly reports with respect to the maintenance of these ratios.

As of December 31, 2018,2019, Woori Bank’s30-day liquidity coverage ratio was 104.08%107.21%, above the Financial Services Commission’s standard of 100%.

The following table shows the liquidity status, on a cumulative basis, and limits for foreign currency accounts of Woori Bank on anon-consolidated basis as of December 31, 20182019 in accordance with the Financial Services Commission’s regulations:

 

  7 days or less 8 days – 1 month 3 months or less   7 days or less 8 days – 1 month 3 months or less 
  (in millions of US$)   (in millions of US$) 

Foreign currency accounts:

        

Foreign currency assets

  US$14,799  US$15,377  US$14,341   US$16,576  US$15,875  US$15,134 

Foreign currency liabilities

   8,073  13,854  14,213    9,571  15,470  17,087 

Maturity gap

   6,727  1,524  128    7,005  405  (1,953) 

Cumulative gap (A)

   6,727  8,250  8,378    7,005  7,410  5,457 

Total assets (B)

   113,468  113,468  113,468    135,697  135,697  135,697 

Liquidity gap ratio (A/B)

   5.93%  7.27%  123.2%(1)    5.16%  5.46%  112.95%(1) 

Limits

   (3)%  (10)%  85%    (3)%  (10)%  85% 

 

(1)

Liquidity ratio, calculated as foreign currency assets as a percentage of foreign currency liabilities.

The Subsidiary Risk Management Committees receive reports from the relevant subsidiaries regarding their respective liquidity ratios and liquidity gap ratios on a monthly basis. Based on those reports, each Subsidiary Risk Management Department reports these results to the Board Risk Management Committee on a quarterly basis.

Operational Risk Management

Operational risk is difficult to quantify and subject to different definitions. We define our operational risk as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. This definition includes legal risk, but excludes strategic and reputational risk.

To monitor and control operational risks, we maintain a system of comprehensive policies and have put in place a control framework designed to provide a stable and well-managed operational environment throughout our

organization. Several bodies are responsible for managing our operational risk, including our Audit and Legal and Compliance Departments and the Subsidiary Risk Management Committees and their respective Subsidiary Risk Management Departments. In order to manage operational risks, we haveFor example, Woori Bank has implemented a multi-step operational risk management process consisting of engaging in risk self-assessment, establishing key risk indicators, operating an early warning system, managing loss data, measuring operational risk capital, monitoring and reporting risks, promoting a strong risk management culture and developing action plans. We haveWoori Bank has also established policies to change operational risk profiling, select permitted levels of risk, develop action plans and manage results.

We consider legal risk as a part of our operational risk. The uncertainty of the enforceability of the obligations of our customers and counterparties, including foreclosure on collateral, creates legal risk. Legal risk is higher in new areas of business where the law is often untested in the courts although such risk can also increase in our traditional business to the extent that the legal and regulatory landscape in Korea is changing and many new laws and regulations governing the banking industry remain untested. Our relevant subsidiaries’ legal departments seek to minimize legal risk by using stringent legal documentation, employing procedures designed to ensure that transactions are properly authorized and consulting legal advisers. Each of our relevant subsidiaries’ internal auditors also review loan documentation to ensure that these are correctly drawn up to withstand scrutiny in court should such scrutiny occur.

In connection with our disaster recovery capabilities, Woori Bank has measures in place to recover data and resume core operations within three hours of any business interruption.

The majority of our information technology systems are operated by our subsidiary, Woori FIS. We currently have a “mirror site” in operation with respect to Woori Bank which backs up transaction information on a real-time basis. We also have a“back-up site” in operation with respect to Woori Bank, which backs up transaction information on a daily basis. See “Item 3.D. Risk Factors—Other risks relating to our business—WeOur operations may experience disruptions, delaysbe subject to increasing and continually evolvingcybersecurity and other difficulties from our information technology systems.technological risks.”

Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and Charges

Under the terms of the deposit agreement, as a holder of our ADSs, you are required to pay the following service fees to the depositary:

 

Services

  

Fees

Issuance of ADSs

  Up to $0.05 per ADS issued

Cancellation of ADSs

  Up to $0.05 per ADS cancelled

Distribution of cash dividends or other cash distributions

  Up to $0.05 per ADS held

Distribution of ADSs pursuant to (i) stock dividends or other free stock distributions, or (ii) exercise of the rights to purchase additional ADSs

  Up to $0.05 per ADS held

Distribution of securities other than ADSs or rights to purchase additional ADSs

  Up to $0.05 per ADS held

ADS services

  Up to $0.05 per ADS held on the applicable record date established by the depositary

As a holder of our ADSs, you are also responsible for paying certain fees and expenses such as:

 

taxes (including applicable interest and penalties) and other governmental charges;

 

 • 

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea (i.e., upon deposit and withdrawal of shares)

cable, telex and facsimile transmission and delivery expenses;

 

expenses and charges incurred in the conversion of foreign currency;

 

fees and expenses incurred in connection with compliance with exchange control regulations and other applicable regulatory requirements; and

 

fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Depositary fees payable upon the issuance and cancellation of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for cancellation. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend, rights), the depositary charges the applicable fee to the ADS record date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via the Depository Trust Company, or DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to such holder of ADSs.

Note that the fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of such changes.

Fees and Payments from the Depositary to Us

In 2018,2019, pursuant to an agreement with us, the depositary waived, or made payments to third parties of, approximately $18,863$9,976 (net of applicable taxes) in the aggregate in connection with proxy process expenses (including printing, postage and distribution expenses), contributions towards investor relations efforts (including investor relations agency fees) and other standardout-of-pocket maintenance costs relating to our ADS facility that were payable by us.

In addition, as part of its service to us, the depositary waives its fees for the standard costs and operating expenses associated with the administration of the ADS facility.

 

Item 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not Applicable

 

Item 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not Applicable

 

Item 15.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules13a-15(e) and15d-15(e)

under the Exchange Act, as of December 31, 2018.2019. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures as of December 31, 20182019 were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation and fair presentation of published financial statements in accordance with IFRS as issued by the IASB. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded, and financial records are reliable. Our management also takes steps to ensure that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 20182019 based on the criteria established in the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission in May 2013.

Based on this assessment, management believes that, as of December 31, 2018,2019, our internal control over financial reporting is effective.

The effectiveness of our internal control over financial reporting as of December 31, 20182019 has been audited by Deloitte Anjin LLC, an independent registered public accounting firm, as stated in its report included herein which expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, 2018.2019.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during 20182019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We adopted IFRS 916 effective January 1, 20182019 and have updated or modified certain internal controls over financial reporting as a result of the new accounting standard. For additional information regarding IFRS 916 and the impact of its application to our consolidated financial statements, see Note2-(1)-1) of the notes to our consolidated financial statements included elsewhere in this annual report.

 

Item 16.

RESERVED

 

Item 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that each ofDong-Woo Chang, Chan-Hyoung Chung andSung-Tae Ro, our outside directors and members of our Audit Committee, qualifies as an “audit committee financial expert” and is independent within the meaning of this Item 16A.

Item 16B.

CODE OF ETHICS

We have adopted a code of ethics, as defined in Item 16B of Form20-F under the Exchange Act. Our code of ethics applies to our chief executive officer, principal financial officer and persons performing similar functions as well as to our outside directors and other officers and employees. Our code of ethics is available on our website athttp:https://www.woorifg.com. If we amend the provisions of our code of ethics that apply to our chief executive officer and principal financial officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

 

Item 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the fees billed to us by our independent registered public accountants, Deloitte Anjin LLC, the member firms of Deloitte Touche Tohmatsu Limited, and their respective affiliates (which we refer to collectively as Deloitte), during the fiscal years ended December 31, 2016, 2017, 2018 and 2018:2019:

 

  Year ended December 31,   Year ended December 31, 
      2016           2017           2018           2017           2018           2019     
  (in millions of Won)   (in millions of Won) 

Audit fees

  ￦3,405   ￦3,590   ￦4,173   ￦3,590   ￦4,173   ￦6,115 

Audit-related fees

   121    —    157    —    157    178 

Tax fees

   170    169    195    169    195    338 

All other fees

   —    —    53    —    53    125 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total fees

  ￦3,696   ￦3,759   ￦4,578   ￦3,759   ￦4,578   ￦6,756 
  

 

   

 

   

 

   

 

   

 

   

 

 

Audit fees in the above table are the aggregate fees billed or expected to be billed by Deloitte in connection with the audit of our annual financial statements, the review of our interim financial statements, the review of filings with the U.S. Securities and Exchange Commission and audit of the effectiveness of our internal control over financial reporting.

Audit-related fees in the above table are the aggregate fees billed or expected to be billed by Deloitte for agreed-upon procedures related to the issuance of comfort letters in connection with the issuance of debt securities.

Tax fees in the above table are fees billed or expected to be billed by Deloitte for assistance in the preparation of certain tax returns and other tax advice.

Audit CommitteePre-Approval Policies and Procedures

Our Audit Committeepre-approves all audit services to be provided by Deloitte Anjin LLC, our independent auditors. Our Audit Committee’s policy regarding thepre-approval ofnon-audit services to be provided to us by our independent auditors is that all such services shall bepre-approved by our Audit Committee.Non-audit services that are prohibited to be provided to us by our independent auditors under the rules of the SEC and applicable law may not bepre-approved. In addition, prior to the granting of anypre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of our independent auditors. Our Audit Committee alsopre-approves the selection or replacement of the independent auditors of our subsidiaries.

Our Audit Committee did notpre-approve approve anynon-audit services under thede minimis exception of RuleRule 2-01(c)(7)(i)(C) of RegulationRegulation S-X as promulgated by the U.S. Securities and Exchange Commission.

 

Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

Item 16E.

PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Except as described below, neither we nor any “affiliated purchaser,” as defined in Rule10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

In connection with the “comprehensive stock transfer” pursuant to which we were established as a new financial holding company in January 2019, the shareholders of Woori Bank were entitled to exercise appraisal rights with respect to its common stock held by them, at a purchase price of ￦16,079 per share, in accordance with Korean law. The period for exercise of appraisal rights started on December 28, 2018 and ended on January 7, 2019, during which such shareholders exercised appraisal rights with respect to an aggregate of 11,453,702 shares of common stock of Woori Bank. The payment of the purchase price for such common stock held by the exercising shareholders was made by Woori Bank on January 9, 2019, in the aggregate amount of ￦184 billion. Such shares of Woori Bank common stock were exchanged for shares of our common stock in the stock transfer and subsequently sold to institutional investors in a block trade in March 2019. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group.”

In September 2019, Woori Bank acquired 42,103,377 shares of our common stock in connection with the “comprehensive stock exchange,” pursuant to which Woori Card became our direct and wholly-owned subsidiary. In connection with the stock exchange, Woori Bank transferred all of its Woori Card shares to us and in return received 42,103,377 shares of our common stock and ￦598 billion based on an exchange ratio of 0.4697442:1. Woori Bank sold 28,890,707 of such shares to Fubon Life Insurance Co., Ltd. in September 2019 and 13,212,670 of such shares in block trades in November 2019. See “Item 4.A. History and Development of the Company—Establishment of Woori Financial Group—Reorganization and Expansion of Woori Financial Group.”

 

Item 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not ApplicableOn January 13, 2020, our Audit Committee approved the appointment of Samil PricewaterhouseCoopers, or PwC, as our principal accountant to audit our consolidated financial statements prepared in accordance with IFRS as issued by the IASB for the fiscal years ending December 31, 2020, 2021 and 2022, and, in effect, dismissed Deloitte Anjin LLC, our independent registered public accountants for the fiscal year ending December 31, 2019. PwC’s appointment was effective as of January 16, 2020, and Deloitte’s dismissal was effective as of April 29, 2020, the date of completion of its audit of our financial statements for the fiscal year ending December 31, 2019 and the issuance of its report thereon.

In connection with our establishment in January 2019, the Financial Services Commission designated Deloitte as our external auditor for aone-year term in accordance with the requirements for newly-listed companies under the Act on External Audit of Stock Companies in March 2019. Following suchone-year term, such companies may either appoint an external auditor of its choice, which must be different from the previous auditor, or request designation of an external auditor by the Financial Services Commission, for a three-year term in each case. We requested the designation of an external auditor by the Financial Services Commission, which designated PwC as our external auditor.

During the two years prior to December 31, 2019 and up until April 29, 2020, or thePre-Engagement Period, (1) Deloitte has not issued any reports on our financial statements or on the effectiveness of internal control over financial reporting that contained an adverse opinion or a disclaimer of opinion, nor were the auditor’s reports of Deloitte qualified or modified as to uncertainty, audit scope, or accounting principles, (2) there has not been any disagreement over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to Deloitte’s satisfaction would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports, or any “reportable event” as described in Item 16F(a)(1)(v) of Form20-F.

During thePre-Engagement Period, neither we nor anyone on our behalf consulted PwC regarding either (i) the application of IFRS as issued by the IASB to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our consolidated financial statements (and neither a written report nor oral advice was provided to us that PwC concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue under IFRS as issued by the IASB) or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 16F(a)(1)(iv) of Form20-F and the related instructions to Item 16F) or a “reportable event” (as described in Item 16F(a)(1)(v) of Form20-F).

We provided a copy of the disclosure in this Item 16F to Deloitte and requested that Deloitte furnish us with a letter addressed to the Commission stating whether it agrees with such disclosure, and if it does not agree, stating the respects in which it does not agree. A copy of Deloitte’s letter dated April 29, 2020 is filed as Exhibit 15.1 to this annual report on Form20-F for the fiscal year ended December 31, 2019.

 

Item 16G.

CORPORATE GOVERNANCE

Differences in Corporate Governance Practices

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law. The following is a summary of such significant differences.

 

NYSE Corporate Governance Standards  Woori Financial Group
Director Independence  
Listed companies must have a majority of independent directors.  The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), as fivesix of our sevennine directors are outside directors.

Executive Session  
Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.  Our outside directors hold quarterly meetings, which coincide with the quarterly Audit Committee meetings, to discuss matters relating to management issues. The Audit Committee consists of three outside directors.
Nomination/Corporate Governance Committee  
A nomination/corporate governance committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee.  We have established a Committee for Recommending Executive Officer Candidates, which consists of fivesix outside directors.
Compensation Committee  

A compensation committee of independent directors is required. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. The charter must be made available on the company’s website. In addition, in accordance with the SEC rules adopted pursuant to Section 952 of the Dodd-Frank Act, NYSE listing standards were amended to expand the factors relevant in determining whether a committee member has a relationship to the company that will materially affect that member’s duties to the compensation committee.

 

Additionally, the committee may obtain or retain the advice of a compensation adviser only after taking into consideration all factors relevant to determining that adviser’s independence from management.

  We have established a Compensation Committee consisting of onenon-standing director and fiveoutsidesixoutside directors.

Audit Committee  
Listed companies must have an audit committee that satisfies the independence and other requirements of Rule10A-3 under the Exchange Act. All members must be independent. The committee must have a charter addressing the committee’s purpose, an annual performance evaluation of the committee, and the duties and responsibilities of the committee. The charter must be made available on the company’s website.  We have established an Audit Committee consisting of three outside directors, all of whom are independent. Accordingly, we are in compliance with Rule10A-3 under the Exchange Act.
Audit Committee Additional Requirements  
Listed companies must have an audit committee that is composed of at least three directors.  Our Audit Committee has three members, as described above.
Shareholder Approval of Equity Compensation Plan  
Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.  We currently have one equity compensation plan, providing for the grant of stock options to officers and directors.
  All material matters related to the granting of stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval.
Corporate Governance Guidelines  
Listed companies must adopt and disclose corporate governance guidelines.  We have adopted corporate governance standards, the Korean-language version of which is available on our website.

Code of Business Conduct and Ethics  
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers.  We have adopted a Code of Ethics and Business Conduct for Employees, the Korean-language version of which is available on our website.

 

Item 16H.

MINE SAFETY DISCLOSURE

Not Applicable

 

Item 17.

FINANCIAL STATEMENTS

Not Applicable

 

Item 18.

FINANCIAL STATEMENTS

Reference is made to Item 19(a) for a list of all financial statements filed as part of this annual report.

 

Item 19.

EXHIBITS

 

 (a)

List of financial statements:

 

   Page 

Audited consolidated financial statements of Woori Financial Group Inc. (successor issuer of Woori Bank) and subsidiaries prepared in accordance with IFRS as issued by the IASB

  

Report of Independent Registered Public Accounting Firm

   F-1 

Consolidated Statements of Financial Position as of December  31, 20172018 and 20182019

   F-3F-4 

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2017, 2018 and 20182019

   F-4F-6 

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2016, 2017, 2018 and 20182019

   F-6F-8 

Consolidated Statements of Cash Flows for the Years Ended December  31, 2016, 2017, 2018 and 20182019

   F-9F-11 

Notes to Consolidated Financial Statements

   F-12F-14 

 (b)

Exhibits

Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission, we have filed certain agreements as exhibits to this Annual Report on Form20-F. These agreements may contain representations and warranties made by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties to such agreements if those statements turn out to be inaccurate, (ii) may have been qualified by disclosures that were made to such other party or parties and that either have been reflected in the company’s filings or are not required to be disclosed in those filings, (iii) may apply materiality standards different from what may be viewed as material to investors and (iv) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments. Accordingly, these representations and warranties may not describe our actual state of affairs at the date of this annual report.

 

Number

 

Description

  1.1*1.1 Articles of Incorporation of Woori Financial Group (translation in English).
  2.12.1* Form of Stock Certificate of Woori Financial Group’s common stock, par value ￦5,000 per share (translation in English).
  2.2** Form of the Second Amended and Restated Deposit Agreement by and among Woori Financial Group, Citibank, N.A., as depositary, and all holders and beneficial owners from time to time of American depositary shares issued thereunder, including the form of American depositary receipt.

Number

  2.3***		 

Description

of Woori Financial Group’s Capital Stock.
  4.1***2.4Description of Woori Financial Group’s American Depositary Shares.
  4.1 Agreement between the Korea Deposit Insurance Corporation and Woori Bank in Connection with the Sale of Woori Bank SharesFinancial Group (translation in English).
  8.1**** List of subsidiaries of Woori Bank.
11.111.1***** Code of Ethics (translation in English).
12.1 Section 302 certifications.
13.1 Section 906 certifications.
15.1Letter of Deloitte Anjin LLC dated April 29, 2020
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

 

*

Incorporated by reference to Attachment A of Annex Iexhibit 2.1 to the prospectus which is part of Amendment No. 2 to the Registration StatementAnnual Report on FormF-420-F (File No. 333-226345)001-31811), filed on November 9, 2018.April 30, 2019.

**

Incorporated by reference to exhibit (a)(1) to the Registration Statement on FormF-6 (File No. 333-229197), filed on January 11, 2019.

***

Incorporated by reference to exhibit 4.1 to the Annual Report on Form20-F (File No. 001-31811), filed on April 27, 2017.See Item 10.B.Memorandum and Articles of Association.

****

Incorporated by reference toSee Note 1 of the notes to the consolidated financial statements of the registrant included in this Annual Report.

*****

Incorporated by reference to exhibit 11.1 to the Annual Report on Form20-F (File No. 001-31811), filed on April 30, 2019.

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

Woori Financial Group Inc.

(Registrant)

/s/    Tae-Seung SohnSon

(Signature)

Tae-Seung SohnSon

Chief Executive Officer

(Name/Title)

Date: April 30, 201929, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of

Woori Financial Group Inc.:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Woori Financial Group Inc. (successor issuer of Woori Bank) and subsidiaries (the “Group”) as of December 31, 2018,2019, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018,2019, based on criteria established inInternal Control—Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 20182019 of the Group and our report dated April 30, 2019,29, 2020, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’sGroup’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/    DELOITTE ANJIN LLC

Seoul, Korea

April 30, 201929, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of

Woori Financial Group Inc.:

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of the financial position of Woori Financial Group Inc. (successor issuer of Woori Bank) and subsidiaries (the “Group”) as of December 31, 20172018 and 2018,2019, the related consolidated statements of comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 20182019 (all expressed in Korean Won), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 20172018 and 2018,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018,2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of December 31, 2018,2019, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 30, 2019,29, 2020, expressed an unqualified opinion on the Group’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Our audits also comprehended the translation of Korean Won amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2 to the consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers outside Korea.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for credit losses of loans—Refer to Notes 2, 3, 4 and 10 to the financial statements

Critical Audit Matter Description

The Group estimates and records an allowance for credit loss of loans based on expected credit losses. In order to estimate expected credit losses, the Group segregated its portfolio into retail, corporate and credit card loans. Loans measured at amortized cost are KRW 272,607,264 million, with loan loss allowances of KRW 1,575,020 million, as of December 31, 2019. Both the individual and collective impairment methodologies must consider historical losses adjusted for forward looking information and include multiple scenarios for macroeconomic factors. The allowance for certain loans is measured, at least in part, based on the valuation of collateral which must take into account an expectation of when and for how much the collateral will be sold.

There was a significant amount of judgment required by management when determining the appropriateness of the forward looking and macroeconomic information used in the calculation of the expected losses in its loan portfolio.

Given the level of subjectivity and judgment, auditing the estimated allowance for loan losses involved especially complex and subjective judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the assumptions and unobservable inputs used by management for the estimate of impaired loans including the following:

We tested the design and operating effectiveness of controls over the appropriateness of the cash-flows estimated to be collected in individually significant loans, including the estimates of collateral values.

We tested the design and operating effectiveness of the controls over the appropriateness of the models used to determine the calculation of the allowance for loan losses for collectively assessed loans and most importantly the determination of the relevant model and assumptions to incorporate forward looking and macroeconomic information.

We used our credit specialists to assist us in challenging the reasonableness of the methodologies and inputs used in the calculation of the allowance for loan losses for collectively assessed loans, most importantly in determining the appropriateness of forward-looking and macroeconomic scenarios used by management.

We tested the Group’s process to develop estimates of future operating cash flows from borrowers with significant loans outstanding to determine the available cash flows to repay the loans. In addition, we challenged these estimates by searching for contradictory evidence available at the balance sheet date.

We selected samples of loans subject to individual assessments and performed the following:

Verified the appropriateness of the process of calculating future cash flows from borrowers with significant loans outstanding to determine the available cash flows to repay the loans.

With assistance of our appraisal specialists and using property auction price information obtained independently from the Group, we evaluated the reasonableness of cash flow estimates based on the future sale of collateral.

/s/    DELOITTE ANJIN LLC

Seoul, Korea

April 30, 201929, 2020

We have served as the Company’sGroup’s auditor since 2002.

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 20172018 AND 20182019

 

  Korean Won  U.S. Dollars 
  December 31,
2017(*)		  December 31,
2018(*)		  December 31,
2018(*)		 
  (in millions)  

(in thousands)

(Note 2)

 
ASSETS   

Cash and cash equivalents (Note 6)

  6,908,286   6,747,894   6,063,343 

Financial assets at fair value through profit or loss (“FVTPL”) (IFRS 9) (Notes 4, 7, 11, 12 and 26)

  —   6,126,316   5,504,822 

Financial assets at FVTPL (IAS 39) (Notes 4, 7, 11, 12, 18 and 26)

  5,843,077   —   — 

Financial assets at financial assets at fair value through other comprehensive income (“FVTOCI”) (Notes 4, 8, 11, 12, and 18)

  —   18,063,423   16,230,949 

Available-for-sale (“AFS”) financial assets (Notes 4,8,11,12 and 18)

  15,352,950   —   — 

Securities at amortized cost (Notes 4, 9, 11, 12 and 18)

  —   22,932,559   20,606,127 

Held to maturity (“HTM”) financial assets (Notes 4, 9, 11, 12 and 18)

  16,749,296   —   — 

Loans and other financial assets at amortized cost (Notes 4, 10, 11, 12, 18 and 44)

  —   282,457,578   253,803,197 

Loans and receivables (Notes 4,10,11,12,18 and 44)

  267,106,204   —   — 

Investments in joint ventures and associates (Note 13)

  417,051   361,766   325,066 

Investment properties (Note 14)

  371,301   378,196   339,829 

Premises and equipment (Notes 15 and 18)

  2,477,545   2,450,492   2,201,898 

Intangible assets and goodwill (Note 16)

  518,599   597,520   536,904 

Assets held for sale (Note 17)

  48,624   17,912   16,095 

Current tax assets (Note 41)

  4,722   20,730   18,627 

Deferred tax assets (Note 41)

  280,130   59,641   53,590 

Derivative assets (Designated for hedging) (Notes 4,11,12 and 26)

  59,272   35,503   31,901 

Other assets (Notes 19 and 44)

  158,404   197,653   177,602 
 

 

 

  

 

 

  

 

 

 

Total assets

  316,295,461   340,447,183   305,909,950 
 

 

 

  

 

 

  

 

 

 
LIABILITIES   

Financial liabilities at FVTPL (IFRS 9) (Notes 4, 11, 12, 20 and 26)

  —   2,282,686   2,051,115 

Financial liabilities at FVTPL (IAS 39) (Notes 4, 11, 12, 20 and 26)

  3,427,909   —   — 

Deposits due to customers (Notes 4,11,21 and 44)

  234,695,084   248,690,939   223,462,071 

Borrowings (Notes 4, 11, 12 and 22)

  14,784,706   16,202,986   14,559,247 

Debentures (Notes 4, 11 and 22)

  27,869,651   28,735,862   25,820,704 

Provisions (Notes 23, 43 and 44)

  410,470   391,313   351,616 

Net defined benefit liability (Note 24)

  43,264   173,109   155,548 

Current tax liabilities (Note 41)

  232,600   159,078   142,940 

Deferred tax liabilities (Note 41)

  22,681   18,156   16,314 

Derivative liabilities (Designated for hedging) (Notes 4,11,12 and 26)

  67,754   51,408   46,193 

Other financial liabilities (Notes 4,11,12, 25 and 44)

  13,892,461   21,442,524   19,267,251 

Other liabilities (Notes 25 and 44)

  283,981   346,078   310,969 
 

 

 

  

 

 

  

 

 

 

Total liabilities

  295,730,561   318,494,139   286,183,968 
 

 

 

  

 

 

  

 

 

 
EQUITY   

Owners’ equity:

  20,365,892   21,739,931   19,534,488 

Capital stock (Note 28)

  3,381,392   3,381,392   3,038,361 

Hybrid securities (Note 29)

  3,017,888   3,161,963   2,841,192 

Capital surplus (Note 28)

  285,880   285,889   256,887 

Other equity (Note 30)

  (1,939,274)   (2,213,970)   (1,989,370) 

Retained earnings (Note 31)

  15,620,006   17,124,657   15,387,418 

Non-controlling interests

  199,008   213,113   191,494 
 

 

 

  

 

 

  

 

 

 

Total equity

  20,564,900   21,953,044   19,725,982 
 

 

 

  

 

 

  

 

 

 

Total liabilities and equity

  316,295,461   340,447,183   305,909,950 
 

 

 

  

 

 

  

 

 

 
   Korean Won   U.S. Dollars 
   December 31,
2018 (Note 42)		   December 31,
2019		   December 31,
2019		 
   (in millions)   (in thousands) 
ASSETS      

Cash and cash equivalents (Note 6)

   6,747,894    6,392,566    5,532,294 

Financial assets at fair value through profit or loss (“FVTPL”) (Notes 4, 7, 11, 12, 18 and 26)

   6,126,316    8,069,144    6,983,249 

Financial assets at fair value through other comprehensive income (“FVTOCI”) (Notes 4, 8, 11, 12, and 18)

   18,063,423    27,730,531    23,998,729 

Securities at amortized cost (Notes 4, 9, 11, 12 and 18)

   22,932,559    20,320,539    17,585,927 

Loans and other financial assets at amortized cost (Notes 4, 10, 11, 12, 18 and 41)

   282,457,578    293,717,693    254,190,994 

Investments in joint ventures and associates (Note 13)

   361,766    806,360    697,845 

Investment properties (Note 14)

   378,196    280,239    242,526 

Premises and equipment (Notes 15 and 18)

   2,450,492    3,364,716    2,911,913 

Intangible assets and goodwill (Note 16)

   597,520    844,110    730,515 

Assets held for distribution (sale) (Note 17)

   17,912    10,556    9,135 

Net defined benefit asset (Note 24)

   —    2,582    2,235 

Current tax assets (Note 38)

   20,730    47,367    40,993 

Deferred tax assets (Note 38)

   59,641    39,544    34,222 

Derivative assets (Designated for hedging) (Notes 4,11,12 and 26)

   35,503    121,131    104,830 

Other assets (Notes 19 and 41)

   197,653    233,646    202,204 
  

 

 

   

 

 

   

 

 

 

Total assets

   340,447,183    361,980,724    313,267,611 
  

 

 

   

 

 

   

 

 

 
LIABILITIES      

Financial liabilities at FVTPL (Notes 4, 11, 12, 20 and 26)

   2,282,686    2,958,302    2,560,192 

Deposits due to customers (Notes 4,11,21 and 41)

   248,690,939    264,685,578    229,065,840 

Borrowings (Notes 4, 11, 12 and 22)

   16,202,986    18,998,920    16,442,164 

Debentures (Notes 4, 11 and 22)

   28,735,862    30,858,055    26,705,370 

Provisions (Notes 23, 40 and 41)

   391,313    443,980    384,232 

Net defined benefit liability (Note 24)

   173,109    92,470    80,026 

Current tax liabilities (Note 38)

   159,078    182,690    158,105 

Deferred tax liabilities (Note 38)

   18,156    134,322    116,246 

Derivative liabilities (Designated for hedging) (Notes 4,11,12 and 26)

   51,408    6,837    5,917 

Other financial liabilities (Notes 4,11,12, 25 and 41)

   21,442,524    17,706,767    15,323,900 

Other liabilities (Notes 25 and 41)

   346,078    420,471    363,886 
  

 

 

   

 

 

   

 

 

 

Total liabilities

   318,494,139    336,488,392    291,205,878 
  

 

 

   

 

 

   

 

 

 

(Continued)

WOORI FINANCIAL GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION—(CONTINUED)

AS OF DECEMBER 31, 2018 AND 2019

 

(*)

The consolidated statements of financial position as of December 31, 2018 were prepared in accordance with IFRS 9; however, the comparative consolidated statements of financial position as of December 31, 2017 were not retrospectively restated in accordance with IFRS 9.

   Korean Won  U.S. Dollars 
   December 31,
2018 (Note 42)		  December 31,
2019		  December 31,
2019		 
   (in millions)  (in thousands) 
EQUITY    

Owners’ equity (Note 28)

   21,739,931   21,510,370   18,615,639 

Capital stock

   3,381,392   3,611,338   3,125,347 

Hybrid securities

   3,161,963   997,544   863,301 

Capital surplus

   285,889   626,295   542,012 

Other equity

   (2,213,970)   (2,249,322)   (1,946,622) 

Retained earnings

   17,124,657   18,524,515   16,031,601 

Non-controlling interests

   213,113   3,981,962   3,446,094 
  

 

 

  

 

 

  

 

 

 

Total equity

   21,953,044   25,492,332   22,061,733 
  

 

 

  

 

 

  

 

 

 

Total liabilities and equity

   340,447,183   361,980,724   313,267,611 
  

 

 

  

 

 

  

 

 

 

See accompanying notes

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Korean Won  U.S. Dollars 
  2016(*)  2017(*)  2018(*)  2018(*) 
  (in millions, except per share data)  (in thousands,
except per share
data) (Note 2)		 

Interest income

  8,512,312   8,550,687   9,684,499   8,702,038 

Financial assets at FVTPL (IFRS 9)

  —   —   54,243   48,740 

Financial assets at FVTOCI

  —   —   280,371   251,928 

Financial assets at amortized cost

  —   —   9,349,885   8,401,370 

Financial assets at FVTPL (IAS 39)

  63,408   53,348   —   — 

AFS financial assets

  339,518   239,030   —   — 

HTM financial assets

  360,054   307,965   —   — 

Loans and receivables

  7,749,332   7,950,344   —   — 

Interest expense

  (3,492,768)   (3,330,037)   (4,033,548)   (3,624,358) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income (Notes 11, 33 and 44)

  5,019,544   5,220,650   5,650,951   5,077,680 

Fees and commissions income

  1,865,470   2,069,198   1,680,764   1,510,256 

Fees and commissions expense

  (928,339)   (998,732)   (610,790)   (548,827) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net fees and commissions income (Notes 11, 34 and 44)

  937,131   1,070,466   1,069,974   961,429 

Dividend income (Notes 35 and 44)

  184,510   124,992   90,552   81,366 

Net gain on financial instruments at FVTPL (IFRS 9) (Notes 11, 36 and 44)

  —   —   214,443   192,689 

Net gain (loss) on financial instruments at FVTPL (IAS 39) (Notes 11, 36 and 44)

  114,387   (104,827)   —   — 

Net gain on financial assets at FVTOCI (Notes 11 and 37)

  —   —   2,047   1,840 

Net gain (loss) on AFS financial assets (Notes 11 and 37)

  (1,035)   192,708   —   — 

Net gain on disposals of financial assets at amortized cost (Note 11)

  —   —   79,532   71,463 

Net gain on disposals of securities at amortized cost

  —   —   431   387 

Net gain on disposals of loans and other financial assets at amortized cost

  —   —   79,101   71,076 

Impairment losses due to credit loss (Notes 11, 38 and 44)

  (834,076)   (785,133)   (329,574)   (296,140) 

General and administrative expenses (Notes 39 and 44)

  (3,478,476)   (3,530,801)   (3,624,033)   (3,256,387) 

Other net operating expenses (Notes 39 and 44)

  (367,779)   (31,313)   (394,591)   (354,561) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  1,574,206   2,156,742   2,759,301   2,479,379 

Share of gain(loss) on subsidiaries and associates (Note 13)

  (19,507)   (101,514)   3,019   2,713 

Net othernon-operating income (expenses)

  (1,310)   (105,722)   42,552   38,235 

Non-operating income (expenses) (Note 40)

  (20,817)   (207,236)   45,571   40,948 

Net income before income tax expense

  1,553,389   1,949,506   2,804,872   2,520,327 

Income tax expense (Note 41)

  (275,856)   (419,418)   (753,223)   (676,811) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  1,277,533   1,530,088   2,051,649   1,843,516 
 

 

 

  

 

 

  

 

 

  

 

 

 

   Korean Won  U.S. Dollars 
   2017(*)  2018
(Note 42)(*)		  2019(*)  2019(*) 
   (in millions, except for per share data)  (in thousands,
except per share
data) (Note 2)		 

Interest income

   8,550,687   9,684,499   10,576,770   9,153,414 

Financial assets at FVTPL (IFRS 9)

   —   54,243   50,619   43,807 

Financial assets at FVTOCI

   —   280,371   474,751   410,862 

Financial assets at amortized cost

   —   9,349,885   10,051,400   8,698,745 

Financial assets at FVTPL (IAS 39)

   53,348   —   —   — 

Available for sale (“AFS”) financial assets

   239,030   —   —   — 

Held to maturity (“HTM”) financial assets

   307,965   —   —   — 

Loans and receivables

   7,950,344   —   —   — 

Interest expense

   (3,330,037)   (4,033,548)   (4,683,064)   (4,052,846) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income (Notes 11, 30 and 41)

   5,220,650   5,650,951   5,893,706   5,100,568 

Fees and commissions income

   2,069,198   1,680,764   1,709,326   1,479,296 

Fees and commissions expense

   (998,732)   (610,790)   (606,698)   (525,053) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net fees and commissions income (Notes 11, 31 and 41)

   1,070,466   1,069,974   1,102,628   954,243 

Dividend income (Note 32)

   124,992   90,552   107,959   93,431 

Net gain on financial instruments at FVTPL (IFRS 9) (Notes 11 and 33)

   —   214,443   25,455   22,030 

Net loss on financial instruments at FVTPL (IAS 39) (Notes 11 and 33)

   (104,827)   —   —   — 

Net gain on financial assets at FVTOCI (Notes 11 and 34)

   —   2,047   11,015   9,534 

Net gain on AFS financial assets (Notes 11 and 34)

   192,708   —   —   — 

Net gain arising on financial assets at amortized cost

   —   79,532   102,115   88,373 

Net gain on disposals of securities at amortized cost

   —   431   —   — 

Net gain on disposals of loans and other financial assets at amortized cost

   —   79,101   102,115   88,373 

Impairment losses due to credit loss (Notes 11, 35 and 41)

   (785,133)   (329,574)   (374,244)   (323,881) 

General and administrative expenses (Notes 36 and 41)

   (3,530,801)   (3,624,033)   (3,766,077)   (3,259,262) 

Other net operating expenses (Notes 36 and 41)

   (31,313)   (394,591)   (302,581)   (261,863) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

   2,156,742   2,759,301   2,799,976   2,423,173 

Share of gain (loss) of joint ventures and associates

   (101,514)   3,019   83,997   72,693 

Net othernon-operating income (expense)

   (105,722)   42,552   (160,924)   (139,268) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-operating income (expense)(Notes 13 and 37)

   (207,236)   45,571   (76,927)   (66,575) 

Net income before income tax expense

   1,949,506   2,804,872   2,723,049   2,356,598 

Income tax expense (Note 38)

   (419,418)   (753,223)   (685,453)   (593,209) 

(Continued)

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME—(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

 Korean Won U.S. Dollars   Korean Won U.S. Dollars 
 2016(*) 2017(*) 2018(*) 2018(*)   2017(*) 2018
(Note 42)(*)		 2019(*) 2019(*) 
 (in millions, except per share data) (in thousands,
except per share
data) (Note 2)		   (in millions, except for per share data) (in thousands,
except per share
data) (Note 2)		 

Net income

   1,530,088   2,051,649   2,037,596   1,763,389 
  

 

  

 

  

 

  

 

 

Net loss on valuation of equity securities at FVTOCI

  —   —  (30,855)  (27,724)    —  (30,855)  (58,129)  (50,306) 

Net gain on valuation of financial liabilities designated as at FVTPL due to own credit risk

  —   —  100  90 

Net gain on valuation of financial liabilities designated at FVTPL due to own credit risk

   —  100   —   — 

Items out of share of other comprehensive gain of joint ventures and associates that will not be reclassified to profit or loss

  —  (2,993)   —   —    (2,993)   —   —   — 

Remeasurement gain (loss) related to defined benefit plan

 34,162  10,497  (84,629)  (76,043)    10,497  (84,629)  (34,648)  (29,985) 
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Items that will not be reclassified to profit or loss

  34,162   7,504   (115,384)   (103,677)    7,504   (115,384)   (92,777)   (80,291) 

Net gain (loss) on valuation of debt securities at FVTOCI

  —   —  33,360  29,976 

Net gain (loss) on valuation of AFS financial assets

 12,586  (84,498)   —   — 

Share of other comprehensive gain (loss) of joint ventures and associates

 (7,937)  3,605  2,958  2,658 

Net loss on foreign currency translation of foreign operations

 28,712  (208,329)  (4,379)  (3,934) 

Net gain on valuation of debt securities at FVTOCI

   —  33,360  43,988  38,068 

Net loss on valuation of AFS financial assets

   (84,498)   —   —   — 

Share of other comprehensive gain of joint ventures and associates

   3,605  2,958  613  531 

Net gain (loss) on foreign currency translation of foreign operations

   (208,329)  (4,379)  101,781  88,084 

Net gain (loss) on valuation of cash flow hedge

 10,371  777  (4,646)  (4,175)    777  (4,646)  (1,823)  (1,578) 

Other comprehensive income related to assets held for sale

  —  4,145  (4,145)  (3,725) 

Other comprehensive income on valuation of assets held for sale

   4,145  (4,145)   —   — 
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Items that may be reclassified to profit or loss

  43,732   (284,300)   23,148   20,800    (284,300)   23,148   144,559   125,105 

Other comprehensive income (loss), net of tax

  77,894   (276,796)   (92,236)   (82,877)    (276,796)   (92,236)   51,782   44,814 

Total comprehensive income

  1,355,427   1,253,292   1,959,413   1,760,639    1,253,292   1,959,413   2,089,378   1,808,203 
 

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net income attributable to:

         

Net income attributable to owners

 1,261,266  1,512,148  2,033,182  1,826,922    1,512,148  2,033,182  1,872,207  1,620,257 

Net income attributable tonon-controlling interests

 16,267  17,940  18,467  16,594    17,940  18,467  165,389  143,132 

Total comprehensive income attributable to:

         

Comprehensive income attributable to owners

 1,332,614  1,249,057  1,943,885  1,746,686    1,249,057  1,943,885  1,914,393  1,656,766 

Comprehensive income attributable tonon-controlling interests

 22,813  4,235  15,528  13,953    4,235  15,528  174,985  151,437 

Net income per share (Note 42)

    

Basic and diluted earnings per share (Unit: Korean Won and U.S. Dollar)

 1,567  1,999  2,796  2.512 

Earnings per share (Note 39)

     

Basic and diluted earnings per share (Unit: In Korean Won and U.S. Dollar)

   1,999  2,796  2,727  2.360 

 

(*)

The consolidated statements of comprehensive income for the yearyears ended December 31, 2018 and 2019 were prepared in accordance with IFRS 9; however, the comparative consolidated statementsstatement of comprehensive income for the yearsyear ended December 31, 2016 and 2017 werewas not retrospectively restated in accordance with IFRS 9.

See accompanying notes

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

 

Capital

stock

 

Hybrid
securities

 

Capital

surplus

 

Other

equity

 

Retained
earnings

 

Owners’
equity

 

Non-controlling
interests

 

Total

equity

  Capital
stock		 Hybrid
securities		 Capital
surplus		 Other
equity		 Retained
earnings		 Owners’
equity		 Non-controlling
interests		 Total
equity		 
 (Korean Won in millions)  (Korean Won in millions) 

January 1, 2016

 3,381,392  3,334,002  294,259  (1,547,303)  13,726,122  19,188,472  121,443  19,309,915 

January 1, 2017

 3,381,392  3,574,896  286,331  (1,468,025)  14,611,566  20,386,160  159,793  20,545,953 

Net income

  —   —   —   —  1,261,266  1,261,266  16,267  1,277,533   —   —   —   —  1,512,148  1,512,148  17,940  1,530,088 

Dividends to common stocks

  —   —   —   —  (168,317)  (168,317)  (1,286)  (169,603)   —   —   —   —  (336,636)  (336,636)  (1,554)  (338,190) 

Changes in equity of subsidiaries

  —   —  (7,928)  7,930   —  2   —  2 

Changes innon-controlling interests due to acquisition of subsidiary

  —   —   —   —   —   —  16,823  16,823 

Net gain on valuation ofavailable-for-sale financial assets

  —   —   —  12,296   —  12,296  290  12,586 

Capital increase of subsidiaries

  —   —  (451)   —   —  (451)  36,534  36,083 

Net gain (loss) on valuation of AFS financial assets

  —   —   —  (85,051)   —  (85,051)  553  (84,498) 

Changes in equity of joint ventures and associates

  —   —   —  (7,937)   —  (7,937)   —  (7,937)   —   —   —  612   —  612   —  612 

Gain on foreign currency translation of foreign operations

  —   —   —  22,436   —  22,436  6,276  28,712 

Loss on foreign currency translation of foreign operations

  —   —   —  (194,347)   —  (194,347)  (13,982)  (208,329) 

Gain on valuation of cash flow hedge

  —   —   —  10,371   —  10,371   —  10,371   —   —   —  777   —  777   —  777 

Remeasurement gain (loss) related to defined benefit plan

  —   —   —  34,182   —  34,182  (20)  34,162   —   —   —  10,773   —  10,773  (276)  10,497 

Capital related to assets held for distribution (sale)

  —   —   —  4,145   —  4,145   —  4,145 

Dividends to hybrid securities

  —   —   —   —  (206,515)  (206,515)   —  (206,515)   —   —   —   —  (167,072)  (167,072)   —  (167,072) 

Issuance of hybrid securities

  —  549,904   —   —   —  549,904   —  549,904   —  559,565   —   —   —  559,565   —  559,565 

Redemption of hybrid securities

  —  (309,010)   —   —  (990)  (310,000)   —  (310,000)   —  (1,116,573)   —  (208,158)   —  (1,324,731)   —  (1,324,731) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

December 31, 2016(*)

 3,381,392  3,574,896  286,331  (1,468,025)  14,611,566  20,386,160  159,793  20,545,953 

December 31, 2017(*)

 3,381,392  3,017,888  285,880  (1,939,274)  15,620,006  20,365,892  199,008  20,564,900 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

  Capital
stock		  Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
  (Korean Won in millions) 

January 1, 2017

  3,381,392   3,574,896   286,331   (1,468,025)   14,611,566   20,386,160   159,793   20,545,953 

Net income

  —   —   —   —   1,512,148   1,512,148   17,940   1,530,088 

Dividends to common stocks

  —   —   —   —   (336,636)   (336,636)   (1,554)   (338,190) 

Capital increase of subsidiaries

  —   —   (451)   —   —   (451)   36,534   36,083 

Net gain (loss) on valuation ofavailable-for-sale financial assets

  —   —   —   (85,051)   —   (85,051)   553   (84,498) 

Changes in equity of joint ventures and associates

  —   —   —   612   —   612   —   612 

Loss on foreign currency translation of foreign operations

  —   —   —   (194,347)   —   (194,347)   (13,982)   (208,329) 

Gain on valuation of cash flow hedge

  —   —   —   777   —   777   —   777 

Remeasurement gain (loss) related to defined benefit plan

  —   —   —   10,773   —   10,773   (276)   10,497 

Other comprehensive income related to assets held for sale

  —   —   —   4,145   —   4,145   —   4,145 

Dividends to hybrid securities

  —   —   —   —   (167,072)   (167,072)   —   (167,072) 

Issuance of hybrid securities

  —   559,565   —   —   —   559,565   —   559,565 

Redemption of hybrid securities

  —   (1,116,573)   —   (208,158)   —   (1,324,731)   —   (1,324,731) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2017(*)

  3,381,392   3,017,888   285,880   (1,939,274)   15,620,006   20,365,892   199,008   20,564,900 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  Capital
Stock		  Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
  (Korean Won in millions) 

January 1, 2018

  3,381,392   3,017,888   285,880   (1,939,274)   15,620,006   20,365,892   199,008   20,564,900 

Cumulative effect of change in accounting policy

  —   —   —   (392,176)   177,091   (215,085)   723   (214,362) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjusted balance, beginning of period

  3,381,392   3,017,888   285,880   (2,331,450)   15,797,097   20,150,807   199,731   20,350,538 

Net income

  —   —   —   —   2,033,182   2,033,182   18,467   2,051,649 

Dividends to common stocks

  —   —   —   —   (336,636)   (336,636)   (2,128)   (338,764) 

Change in capital of subsidiaries

  —   —   9   —   —   9   (18)   (9) 

Net gain on valuation of financial liabilities designated as at FVTPL due to own credit risk

  —   —   —   100   —   100   —   100 

Changes in other comprehensive income due to redemption of financial liabilities designated as at FVTPL

  —   —   —   (4)   4   —   —   — 

Net gain (loss) on valuation of financial assets at FVTOCI

  —   —   —   2,733   —   2,733   (228)   2,505 

Changes in other comprehensive income due to disposal of equity securities at FVTOCI

  —   —   —   (1,009)   1,009   —   —   — 

Changes in capital due to equity method

  —   —   —   2,958   (10,647)   (7,689)   —   (7,689) 

Loss on foreign currency translation of foreign operations

  —   —   —   (1,929)   —   (1,929)   (2,450)   (4,379) 

Loss on valuation of cash flow hedge

  —   —   —   (4,646)   —   (4,646)   —   (4,646) 

Remeasurement loss related to defined benefit plan

  —   —   —   (84,368)   —   (84,368)   (261)   (84,629) 

Capital related to assets held for distribution (sale)

  —   —   —   (4,145)   —   (4,145)   —   (4,145) 

Dividends to hybrid securities

  —   —   —   —   (151,194)   (151,194)   —   (151,194) 

Issuance of hybrid securities

  —   398,707   —   —   —   398,707   —   398,707 

Redemption of hybrid securities

  —   (254,632)   —   (368)   —   (255,000)   —   (255,000) 

Appropriation of retained earnings

  —   —   —   208,158   (208,158)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018(*)

  3,381,392   3,161,963   285,889   (2,213,970)   17,124,657   21,739,931   213,113   21,953,044 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Continued)

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Capital
stock		  Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
  (Korean Won in millions) 

January 1, 2018

  3,381,392   3,017,888   285,880   (1,939,274)   15,620,006   20,365,892   199,008   20,564,900 

Cumulative effect of change in accounting policy
(Note 2)

  —   —   —   (392,176)   177,091   (215,085)   723   (214,362) 

Adjusted balance, beginning of period

  3,381,392   3,017,888   285,880   (2,331,450)   15,797,097   20,150,807   199,731   20,350,538 

Net income

  —   —   —   —   2,033,182   2,033,182   18,467   2,051,649 

Dividends to common stocks

  —   —   —   —   (336,636)   (336,636)   (2,128)   (338,764) 

Changes in equity of subsidiaries

  —   —   9   —   —   9   (18)   (9) 

Net gain on valuation of financial liabilities designated as at FVTPL due to own credit risk

  —   —   —   100   —   100   —   100 

Changes in other comprehensive income due to redemption of financial liabilities designated as at FVTPL

  —   —   —   (4)   4   —   —   — 

Net gain (loss) on valuation of financial assets at FVTOCI

  —   —   —   2,733   —   2,733   (228)   2,505 

Changes in other comprehensive income due to disposal of equity securities at FVTOCI

  —   —   —   (1,009)   1,009   —   —   — 

Share of other comprehensive gain (loss) of joint ventures and associates

  —   —   —   2,958   (10,647)   (7,689)   —   (7,689) 

Loss on foreign currency translation of foreign operations

  —   —   —   (1,929)   —   (1,929)   (2,450)   (4,379) 

Loss on valuation of cash flow hedge

  —   —   —   (4,646)   —   (4,646)   —   (4,646) 

Remeasurement loss related to defined benefit plan

  —   —   —   (84,368)   —   (84,368)   (261)   (84,629) 

Other comprehensive income related to assets held for sale

  —   —   —   (4,145)   —   (4,145)   —   (4,145) 

Dividends to hybrid securities

  —   —   —   —   (151,194)   (151,194)   —   (151,194) 

Issuance of hybrid securities

  —   398,707   —   —   —   398,707   —   398,707 

Redemption of hybrid securities

  —   (254,632)   —   (368)   —   (255,000)   —   (255,000) 

Appropriation of retained earnings

  —   —   —   208,158   (208,158)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018(*)

  3,381,392   3,161,963   285,889   (2,213,970)   17,124,657   21,739,931   213,113   21,953,044 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Capital
Stock		   Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
   (Korean Won in millions) 

January 1, 2019

   3,381,392    3,161,963   285,889   (2,213,970)   17,124,657   21,739,931   213,113   21,953,044 

Exchange ofnon-controlling interests in hybrid securities

   —    (3,161,963)   —   —   —   (3,161,963)   3,161,963   — 

Net income

   —    —   —   —   1,872,207   1,872,207   165,389   2,037,596 

Dividends to common shares

   —    —   —   —   (437,626)   (437,626)   (2,014)   (439,640) 

Changes in subsidiaries’ capital

   —    —   438   —   —   438   (50)   388 

Net loss on valuation of financial assets at FVTOCI

   —    —   —   (14,101)   —   (14,101)   (40)   (14,141) 

Changes in other comprehensive income due to disposal of equity securities at FVTOCI

   —    —   —   29,368   (29,368)   —   —   — 

Changes in capital due to equity method

   —    —   1,153   613   —   1,766   —   1,766 

Gain on foreign currency translation of foreign operations

   —    —   —   91,748   —   91,748   10,033   101,781 

Loss on valuation of cash flow hedge

   —    —   —   (1,823)   —   (1,823)   —   (1,823) 

Remeasurement loss related to defined benefit plan

   —    —   —   (34,251)   —   (34,251)   (397)   (34,648) 

Comprehensive stock exchange(Note 1)

   229,946     351,663   —   —   581,609   —   581,609 

Acquisition of subsidiaries

   —    —   —   —   —   —   69,534   69,534 

New stocks issue cost

   —    —   (12,848)   —   —   (12,848)   —   (12,848) 

Net increase of treasury stocks

   —    —   —   4,245   —   4,245   —   4,245 

Dividends to hybrid securities

   —    —   —   —   (4,362)   (4,362)   (134,421)   (138,783) 

Issuance of hybrid securities

   —    997,544   —   —   —   997,544   658,470   1,656,014 

Redemption of hybrid securities

   —    —   —   (277)   —   (277)   (159,618)   (159,895) 

Appropriation of retained earnings

   —    —   —   368   (368)   —   —   — 

Other changes in consolidated capital

   —    —   —   (111,242)   (625)   (111,867)   —   (111,867) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2019(*)

   3,611,338    997,544   626,295   (2,249,322)   18,524,515   21,510,370   3,981,962   25,492,332 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(Continued)

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY—(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Capital
stock		  Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
  (U.S. Dollars in thousands) 

January 1, 2018

  3,038,361   2,711,733   256,878   (1,742,542)   14,035,408   18,299,838   178,819   18,478,657 

Cumulative effect of change in accounting policy
(Note 2)

  —   —   —   (352,390)   159,126   (193,264)   650   (192,614) 

Adjusted balance, beginning of period

  3,038,361   2,711,733   256,878   (2,094,932)   14,194,534   18,106,574   179,469   18,286,043 

Net income

  —   —   —   —   1,826,922   1,826,922   16,594   1,843,516 

Dividends to common stocks

  —   —   —   —   (302,485)   (302,485)   (1,912)   (304,397) 

Changes in equity of subsidiaries

  —   —   9   —   —   9   (16)   (7) 

Net gain on valuation of financial liabilities designated as at FVTPL due to own credit risk

  —   —   —   90   —   90    90 

Changes in other comprehensive income due to redemption of financial liabilities designated as at FVTPL

  —   —   —   (4)   4   —   —   — 

Net gain (loss) on valuation of financial assets at FVTOCI

  —   —   —   2,456   —   2,456   (205)   2,251 

Changes in other comprehensive income due to disposal of equity securities at FVTOCI

  —   —   —   (907)   907   —   —   — 

Share of other comprehensive gain (loss) of joint ventures and associates

  —   —   —   2,658   (9,567)   (6,909)   —   (6,909) 

Loss on foreign currency translation of foreign operations

  —   —   —   (1,733)   —   (1,733)   (2,201)   (3,934) 

Loss on valuation of cash flow hedge

  —   —   —   (4,175)   —   (4,175)   —   (4,175) 

Remeasurement loss related to defined benefit plan

  —   —   —   (75,808)   —   (75,808)   (235)   (76,043) 

Other comprehensive income related to assets held for sale

  —   —   —   (3,725)   —   (3,725)   —   (3,725) 

Dividends to hybrid securities

  —   —   —   —   (135,856)   (135,856)   —   (135,856) 

Issuance of hybrid securities

  —   358,259   —   —   —   358,259   —   358,259 

Redemption of hybrid securities

  —   (228,800)   —   (331)   —   (229,131)   —   (229,131) 

Appropriation of retained earnings

  `   —   —   187,041   (187,041)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2018(*)

  3,038,361   2,841,192   256,887   (1,989,370)   15,387,418   19,534,489   191,494   19,725,982 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   Capital
Stock		   Hybrid
securities		  Capital
surplus		  Other
equity		  Retained
earnings		  Owners’
equity		  Non-controlling
interests		  Total
equity		 
   (U.S dollars in thousands) (Note 2) 

January 1, 2019

   2,926,345    2,736,446   247,416   (1,916,028)   14,820,127   18,814,306   184,434   18,998,740 

Exchange ofnon-controlling interests in hybrid securities

   —    (2,736,446)   —   —   —   (2,736,446)   2,736,446   — 

Net income

   —    —   —   —   1,620,257   1,620,257   143,132   1,763,389 

Dividends to common shares

   —    —   —   —   (378,733)   (378,733)   (1,743)   (380,476) 

Changes in subsidiaries’ capital

   —    —   379   —   —   379   (43)   336 

Net loss on valuation of financial assets at FVTOCI

   —    —   —   (12,203)   —   (12,203)   (35)   (12,238) 

Changes in other comprehensive income due to disposal of equity securities at FVTOCI

   —    —   —   25,416   (25,416)   —   —   — 

Changes in capital due to equity method

   —    —   998   531   —   1,529   —   1,529 

Gain on foreign currency translation of foreign operations

   —    —   —   79,401   —   79,401   8,683   88,084 

Loss on valuation of cash flow hedge

   —    —   —   (1,578)   —   (1,578)   —   (1,578) 

Remeasurement loss related to defined benefit plan

   —    —   —   (29,641)   —   (29,641)   (344)   (29,985) 

Comprehensive stock exchange(Note 1)

   199,002     304,338   —   —   503,340   —   503,340 

Acquisition of subsidiaries

   —    —   —   —   —   —   60,177   60,177 

New stocks issue cost

   —    —   (11,119)   —   —   (11,119)   —   (11,119) 

Net increase of treasury stocks

   —    —   —   3,674   —   3,674   —   3,674 

Dividends to hybrid securities

   —    —   —   —   (3,775)   (3,775)   (116,331)   (120,106) 

Issuance of hybrid securities

   —    863,301   —   —   —   863,301   569,857   1,433,158 

Redemption of hybrid securities

   —    —   —   (240)   —   (240)   (138,139)   (138,379) 

Appropriation of retained earnings

   —    —   —   318   (318)   —   —   — 

Other changes in consolidated capital

   —    —   —   (96,272)   (541)   (96,813)   —   (96,813) 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

December 31, 2019(*)

   3,125,347    863,301   542,012   (1,946,622)   16,031,601   18,615,639   3,446,094   22,061,733 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)

The consolidated statements of changes in equity for the yearyears ended December 31, 2018 and 2019 were prepared in accordance with IFRS 9; however, the comparative consolidated statementsstatement of changes in equity for the yearsyear ended December 31, 2016 and 2017 werewas not retrospectively restated in accordance with IFRS 9.

See accompanying notes

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Korean Won  U.S. Dollars 
  2016(*)  2017(*)  2018(*)  2018(*) 
  (in millions)  (in thousands)
(Note 2)		 

Cash flows from operating activities:

    

Net income

  1,277,533   1,530,088   2,051,649   1,843,516 

Adjustments to net income:

    

Income tax expense

  275,856   419,418   753,223   676,811 

Interest income

  (8,512,312)   (8,550,687)   (9,684,499)   (8,702,038) 

Interest expense

  3,492,768   3,330,037   4,033,548   3,624,358 

Dividend income

  (184,510)   (124,992)   (90,552)   (81,366) 
 

 

 

  

 

 

  

 

 

  

 

 

 
  (4,928,198)   (4,926,224)   (4,988,280)   (4,482,235) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Additions of expenses not involving cash outflows:

    

Impairment losses due to credit loss

  834,076   785,133   329,574   296,140 

Loss on valuation of financial instruments at FVTPL

  —   15,267   —   — 

Loss onavailable-for-sale financial assets

  1,035   —   —   — 

Loss on financial assets at FVTOCI

  —   —   1,053   946 

Share of losses of investments in joint ventures and associates

  56,264   185,020   22,772   20,462 

Loss on disposal of investments in joint ventures and associates

  15,060   38,713   2,931   2,634 

Loss on transaction and valuation of derivatives (Designated for hedging)

  98,981   109,569   36,483   32,782 

Loss on hedged items (fair value hedge)

  475   —   17,299   15,544 

Loss on provision

  34,774   107,028   28,350   25,474 

Retirement benefits

  152,609   142,902   142,712   128,234 

Depreciation and amortization

  252,031   235,795   272,550   244,901 

Loss on disposal of premises and equipment, intangible assets and other assets

  9,718   9,994   1,160   1,042 

Impairment loss on premises and equipment, intangible assets and other assets

  1,936   390   87   78 
 

 

 

  

 

 

  

 

 

  

 

 

 
  1,456,959   1,629,811   854,971   768,237 
 

 

 

  

 

 

  

 

 

  

 

 

 

Deductions of income not involving cash inflows:

    

Gain on valuation of financial assets at FVTPL (IFRS 9)

  —   —   (215,711)   (193,828) 

Gain on valuation of financial assets at FVTPL (IAS 39)

  (75,690)   —   —   — 

Gain on redemption of debentures

  —   —   (1,597)   (1,435) 

Gain on financial assets at FVTOCI

  —   —   (3,100)   (2,786) 

Gain on AFS financial assets

  —   (192,708)   —   — 

Gain on disposal of securities at amortized cost

  —   —   (431)   (387) 

Share of gains of investments in joint ventures and associates

  (36,757)   (83,506)   (25,791)   (23,175) 

Gain on disposal of investments in joint ventures and associates

  (23,457)   (39,932)   (50,511)   (45,387) 

Gain on transaction and valuation of derivatives (Designated for hedging)

  (130)   (122)   (35,810)   (32,177) 

Gain on hedged items (fair value hedge)

  (99,302)   (53,532)   (42,797)   (38,455) 

Reversal on provisions

  (1,396)   (2,567)   (2,014)   (1,810) 

Gain on disposal of premises and equipment, intangible assets and other assets

  (1,885)   (5,028)   (30,278)   (27,206) 

Reversal of impairment loss on premises and equipment, intangible assets and other assets

  (3,581)   (666)   (761)   (684) 
 

 

 

  

 

 

  

 

 

  

 

 

 
  (242,198)   (378,061)   (408,801)   (367,330) 
 

 

 

  

 

 

  

 

 

  

 

 

 

   Korean Won  U.S. Dollars 
   2017(*)  2018
(Note 42)(*)		  2019(*)  2019(*) 
   (in millions)  (in thousands)
(Note 2)		 

Cash flows from operating activities:

     

Net income

   1,530,088   2,051,649   2,037,596   1,763,389 

Adjustments to net income:

     

Income tax expense

   419,418   753,223   685,453   593,209 

Interest income

   (8,550,687)   (9,684,499)   (10,576,770)   (9,153,414) 

Interest expense

   3,330,037   4,033,548   4,683,064   4,052,846 

Dividend income

   (124,992)   (90,552)   (107,959)   (93,431) 
  

 

 

  

 

 

  

 

 

  

 

 

 
   (4,926,224)   (4,988,280)   (5,316,212)   (4,600,790) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Additions of expenses not involving cash outflows:

     

Impairment loss due to credit loss

   785,133   329,574   374,244   323,881 

Loss on valuation of financial instruments at FVTPL (IAS39)

   15,267   —   —   — 

Loss on financial assets at FVTOCI

   —   1,053   1,375   1,189 

Loss on derivatives (designated for hedge)

   109,569   36,483   3,686   3,190 

Loss on fair value hedge

   —   17,299   86,214   74,612 

Loss on other provisions

   107,028   28,350   129,682   112,230 

Loss on valuation of investments in joint ventures and associates

   185,020   22,772   19,778   17,117 

Loss on disposal of investments in joint ventures and associates

   38,713   2,931   —   — 

Retirement benefit

   142,902   142,712   165,125   142,904 

Depreciation and amortization

   235,795   272,550   505,718   437,662 

Loss on disposal of premises and equipment, intangible assets and other assets

   9,994   1,160   3,433   2,970 

Impairment loss on premises and equipment, intangible assets and other assets

   390   87   28,295   24,487 
  

 

 

  

 

 

  

 

 

  

 

 

 
   1,629,811   854,971   1,317,550   1,140,242 
  

 

 

  

 

 

  

 

 

  

 

 

 

Deductions of income not involving cash inflows:

     

Gain on valuation of financial assets at FVTPL (IFRS 9)

   —   (215,711)   (246,175)   (213,046) 

Gain on redemption of debentures

   —   (1,597)   —   — 

Gain on securities at FVTOCI

   —   (3,100)   (12,390)   (10,723) 

Gain on AFS financial assets

   (192,708)   —   —   — 

Gain on securities at amortized cost

   —   (431)   —   — 

Gain on derivatives (designated for hedge)

   (122)   (35,810)   (126,651)   (109,607) 

Gain on fair value hedge

   (53,532)   (42,797)   (231)   (200) 

Gain on other provisions

   (2,567)   (2,014)   (3,302)   (2,858) 

Gain on valuation of investments in joint ventures and associates

   (83,506)   (25,791)   (103,775)   (89,810) 

Gain on disposal of investments in joint ventures and associates

   (39,932)   (50,511)   —   — 

Gain on disposal of premises and equipment, intangible assets and other assets

   (5,028)   (30,278)   (1,632)   (1,412) 

Reversal of impairment loss on premises and equipment, intangible assets and other assets

   (666)   (761)   (103)   (89) 
  

 

 

  

 

 

  

 

 

  

 

 

 
   (378,061)   (408,801)   (494,259)   (427,745) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Changes in operating assets and liabilities:

     

Financial instruments at FVTPL (IFRS 9)

   —   670,872   (506,772)   (438,574) 

Financial instruments at FVTPL (IAS 39)

   (583,068)   —   —   — 

Loans and other financial assets at amortized cost

   —   (15,718,714)   (11,265,714)   (9,749,644) 

Loans and receivables

   (9,647,563)   —   —   — 

Other assets

   35,953   32,328   86,237   74,632 

Deposits due to customers

   13,634,873   13,995,747   15,407,222   13,333,814 

Provisions

   (122,711)   (11,920)   (63,751)   (55,172) 

Net defined benefit liability

   (46,789)   (135,313)   (293,008)   (253,577) 

Other financial liabilities

   (7,966,786)   7,411,617   (4,719,399)   (4,084,292) 

Other liabilities

   (27,550)   96,900   30,693   26,563 
  

 

 

  

 

 

  

 

 

  

 

 

 
   (4,723,641)   6,341,517   (1,324,492)   (1,146,250) 
  

 

 

  

 

 

  

 

 

  

 

 

 

(Continued)

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Korean Won  U.S. Dollars 
  2016(*)  2017(*)  2018(*)  2018(*) 
  (in millions)  (in thousands)
(Note 2)		 

Changes in operating assets and liabilities:

    

Financial assets at FVTPL (IFRS 9)

  —   —   670,872   602,814 

Financial instruments at FVTPL (IAS 39)

  (99,581)   (583,068)   —   — 

Loans and other financial assets at amortized cost

  —   —   (15,718,714)   (14,124,103) 

Loans and receivables

  (14,433,390)   (9,647,563)   —   — 

Other assets

  219,323   35,953   32,328   29,048 

Deposits due to customers

  11,878,628   13,634,873   13,995,747   12,575,925 

Provisions

  34,376   (122,711)   (11,920)   (10,711) 

Net defined benefit liability

  (261,097)   (46,789)   (135,313)   (121,586) 

Other financial liabilities

  5,158,055   (7,966,786)   7,411,617   6,659,733 

Other liabilities

  (6,163)   (27,550)   96,900   87,070 
 

 

 

  

 

 

  

 

 

  

 

 

 
  2,490,151   (4,723,641)   6,341,517   5,698,190 
 

 

 

  

 

 

  

 

 

  

 

 

 

Cash received from operating activities:

    

Interest income received

  8,511,349   8,570,715   9,617,201   8,641,568 

Interest expense paid

  (3,593,358)   (3,404,608)   (3,847,275)   (3,456,982) 

Dividends received

  184,674   127,343   90,651   81,455 

Income tax paid

  (251,627)   (404,428)   (551,560)   (495,606) 
 

 

 

  

 

 

  

 

 

  

 

 

 
  4,851,038   4,889,022   5,309,017   4,770,435 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

  4,905,285   (1,979,005)   9,160,073   8,230,813 
 

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Cashin-flows from investing activities:

    

Disposal of financial assets at FVTPL (IFRS 9)

  —   —   11,919,335   10,710,158 

Disposal of financial assets at FVTOCI

  —   —   9,146,307   8,218,445 

Disposal of AFS financial assets

  20,395,744   24,912,752   —   — 

Redemption of securities at amortized cost

  —   —   9,426,757   8,470,444 

Redemption of HTM financial assets

  8,462,346   8,587,092   —   — 

Disposal of investments in joint ventures and associates

  97,135   70,180   51,435   46,217 

Disposal of subsidiaries

  —   203   —   — 

Disposal of investment properties

  —   418   3,512   3,156 

Disposal of premises and equipment

  63   7,428   5,545   4,982 

Disposal of intangible assets

  4,325   1,188   9,199   8,266 

Disposal of assets held for sale

  22,723   24,808   80,347   72,196 
 

 

 

  

 

 

  

 

 

  

 

 

 
  28,982,336   33,604,069   30,642,437   27,533,864 
 

 

 

  

 

 

  

 

 

  

 

 

 

   Korean Won  U.S. Dollars 
   2017(*)  2018
(Note 43)(*)		  2019(*)  2019(*) 
   (in millions)  (in thousands)
(Note2)		 

Cash received from operating activities:

     

Interest income received

   8,570,715   9,617,201   10,478,357   9,068,245 

Interest expense paid

   (3,404,608)   (3,847,275)   (4,383,916)   (3,793,956) 

Dividends received

   127,343   90,651   107,940   93,414 

Income tax paid

   (404,428)   (551,560)   (552,215)   (477,901) 
  

 

 

  

 

 

  

 

 

  

 

 

 
   4,889,022   5,309,017   5,650,166   4,889,802 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

   (1,979,005)   9,160,073   1,870,349   1,618,648 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

     

Cashin-flows from investing activities:

     

Disposal of financial assets at FVTPL (IFRS 9)

   —   11,919,335   11,357,056   9,828,694 

Disposal of financial assets at FVTOCI

   —   9,146,307   14,303,197   12,378,362 

Disposal of AFS financial assets

   24,912,752   —   —   — 

Redemption of securities at amortized cost

   —   9,426,757   8,709,947   7,537,817 

Redemption of HTM financial assets

   8,587,092   —   —   — 

Disposal of investments in joint ventures and associates

   70,180   51,435   30,098   26,048 

Disposal of subsidiaries

   203   —   —   — 

Disposal of investment properties

   418   3,512   193   167 

Disposal of premises and equipment

   7,428   5,545   7,735   6,694 

Disposal of intangible assets

   1,188   9,199   939   813 

Disposal of assets held for distribution (sale)

   24,808   80,347   5,608   4,853 
  

 

 

  

 

 

  

 

 

  

 

 

 
   33,604,069   30,642,437   34,414,773   29,783,448 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cashout-flows from investing activities:

     

Net cashout-flows of business combination

   —   (134,967)   (296,813)   (256,870) 

Acquisition of financial assets at FVTPL (IFRS 9)

   —   (12,322,160)   (11,823,630)   (10,232,479) 

Acquisition of financial assets at FVTOCI

   —   (13,275,429)   (23,775,062)   (20,575,562) 

Acquisition of AFS financial assets

   (19,674,346)   —   —   — 

Acquisition of securities at amortized cost

   —   (15,622,847)   (6,092,078)   (5,272,244) 

Acquisition of HTM financial assets

   (11,521,065)   —   —   — 

Acquisition of investments in joint ventures and associates

   (143,161)   (48,272)   (389,096)   (336,734) 

Acquisition of investment properties

   (9,872)   (15,195)   (70,346)   (60,879) 

Acquisition of premises and equipment

   (162,245)   (118,668)   (429,547)   (371,741) 

Acquisition of intangible assets

   (195,929)   (176,067)   (126,342)   (109,340) 

Cashout-flow related to derivatives designated for hedging

   (13,742)   —   —   — 
  

 

 

  

 

 

  

 

 

  

 

 

 
   (31,720,360)   (41,713,605)   (43,002,914)   (37,215,849) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

   1,883,709   (11,071,168)   (8,588,141)   (7,432,401) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

     

Cashin-flows from financing activities:

     

Increase in borrowings

   9,057,999   9,606,126   14,467,287   12,520,370 

Issuance of debentures

   18,438,221   21,505,849   25,510,713   22,077,640 

Issuance of hybrid securities

   559,565   398,707   1,656,014   1,433,158 

Capital increase of subsidiaries

   35,841   —   —   — 

Retirement of treasury stocks

   —   —   760,101   657,811 
  

 

 

  

 

 

  

 

 

  

 

 

 
   28,091,626   31,510,682   42,394,115   36,688,979 
  

 

 

  

 

 

  

 

 

  

 

 

 

(Continued)

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS—(CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

 

  Korean Won  U.S. Dollars 
  2016(*)  2017(*)  2018(*)  2018(*) 
  (in millions)  (in thousands)
(Note 2)		 

Cashout-flows from investing activities:

    

Net cashin-flows of business combination

  (132,301)   —   (134,967)   (121,275) 

Acquisition of financial assets at FVTPL (IFRS 9)

  —   —   (12,322,160)   (11,072,118) 

Acquisition of financial assets at FVTOCI

  —   —   (13,275,429)   (11,928,681) 

Acquisition of AFS financial assets

  (23,844,849)   (19,674,346)   —   — 

Acquisition of securities at amortized cost

  —   —   (15,622,847)   (14,037,961) 

Acquisition of HTM financial assets

  (8,818,376)   (11,521,065)   —   — 

Acquisition of investments in joint ventures and associates

  (43,281)   (143,161)   (48,272)   (43,375) 

Acquisition of investment properties

  (4,428)   (9,872)   (15,195)   (13,654) 

Acquisition of premises and equipment

  (131,009)   (162,245)   (118,668)   (106,630) 

Acquisition of intangible assets

  (191,161)   (195,929)   (176,067)   (158,206) 

Cashout-flow related to derivatives designated for hedging

  (42,544)   (13,742)   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

 
  (33,207,949)   (31,720,360)   (41,713,605)   (37,481,900) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

  (4,225,613)   1,883,709   (11,071,168)   (9,948,036) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Cash flows from financing activities:

    

Cashin-flows from financing activities:

    

Increase in borrowings

  8,259,380   9,057,999   9,606,126   8,631,617 

Issuance of debentures

  15,848,055   18,438,221   21,505,849   19,324,152 

Issuance of hybrid securities

  549,904   559,565   398,707   358,259 

Capital increase of subsidiaries

  —   35,841   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

 
  24,657,339   28,091,626   31,510,682   28,314,028 
 

 

 

  

 

 

  

 

 

  

 

 

 

Cashout-flows from financing activities:

    

Repayment of borrowings

  (9,524,626)   (12,692,883)   (8,349,005)   (7,502,026) 

Repayment of debentures

  (14,118,720)   (13,620,520)   (20,903,518)   (18,782,926) 

Payment of dividends to common stocks

  (168,317)   (336,636)   (336,636)   (302,485) 

Dividends paid on hybrid securities

  (201,328)   (177,730)   (147,625)   (132,648) 

Redemption of hybrid securities

  (310,000)   (1,323,400)   (255,000)   (229,131) 

Dividends paid onnon-controlling interests

  (1,286)   (1,554)   (2,128)   (1,912) 
 

 

 

  

 

 

  

 

 

  

 

 

 
  (24,324,277)   (28,152,723)   (29,993,912)   (26,951,128) 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

  333,062   (61,097)   1,516,770   1,362,900 
 

 

 

  

 

 

  

 

 

  

 

 

 

Net increase (decrease) in cash and cash equivalents

  1,012,734   (156,393)   (394,325)   (354,323) 

Cash and cash equivalents, beginning of the period

  6,644,055   7,591,324   6,908,286   6,207,463 

Effects of exchange rate changes on cash and cash equivalents

  (65,465)   (526,645)   233,933   210,203 
 

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of the period (Note 6)

  7,591,324   6,908,286   6,747,894   6,063,343 
 

 

 

  

 

 

  

 

 

  

 

 

 
   Korean Won  U.S. Dollars 
   2017(*)  2018
(Note 43)(*)		  2019(*)  2019(*) 
   (in millions)  (in thousands)
(Note2)		 

Cashout-flows from financing activities:

     

Cashout-flows from hedging activities

   —   —   (5,520)   (4,777) 

Decrease in borrowings

   (12,692,883)   (8,349,005)   (11,385,530)   (9,853,336) 

Redemption of debentures

   (13,620,520)   (20,903,518)   (23,651,950)   (20,469,018) 

Redemption of lease liabilities

   —   —   (217,867)   (188,548) 

New stock issue cost

   —   —   (17,337)   (15,004) 

Acquisition of treasury stocks

   —   —   (184,164)   (159,380) 

Dividends paid

   (336,636)   (336,636)   (437,626)   (378,733) 

Redemption of hybrid securities

   (1,323,400)   (255,000)   (160,000)   (138,468) 

Dividends paid to hybrid securities

   (177,730)   (147,625)   (161,052)   (139,379) 

Dividends paid tonon-controlling interest

   (1,554)   (2,128)   (2,014)   (1,743) 

Capital reduction with consideration fornon-controlling interest

   —   —   (50)   (43) 
  

 

 

  

 

 

  

 

 

  

 

 

 
   (28,152,723)   (29,993,912)   (36,223,110)   (31,348,429) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   (61,097)   1,516,770   6,171,005   5,340,550 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net decrease in cash and cash equivalents

   (156,393)   (394,325)   (546,787)   (473,203) 

Cash and cash equivalents, beginning of the period

   7,591,324   6,908,286   6,747,894   5,839,804 

Effects of exchange rate changes on cash and cash equivalents

   (526,645)   233,933   191,459   165,693 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents, end of the period (Note 6)

   6,908,286   6,747,894   6,392,566   5,532,294 
  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)

The consolidated statements of cash flows for the yearyears ended December 31, 2018 and 2019 were prepared in accordance with IFRS 9; however, the comparative consolidated statementsstatement of cash flows for the yearsyear ended December 31, 2016 and 2017 werewas not retrospectively restated to apply IFRS 9.

See accompanying notes

WOORI FINANCIAL GROUP INC. (SUCCESSOR ISSUER OF WOORI BANK) AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2016, 2017, 2018 AND 20182019

1. GENERAL

 

(1)

Summary of the parent company

Effective as of January 11, 2019, Woori Financial Group, Inc. (“Woori Financial Group”(hereinafter referred to the “Group” or the “Parent company”) is primarily aimed at controlling subsidiaries that operate in the financial industry or those that are closely related to the financial industry through the ownership of shares and was established ason January 11, 2019 under the financial holding companyFinancial Holding Company Act through the comprehensive transfer with shareholders of Woori Bank (hereinafter referred to as the “Bank” or “Woori Bank”), and Woori Bank became a wholly-owned subsidiary of Woori Financial Group, pursuant to a “comprehensive stock transfer” under Article360-15 of the Korean Commercial Code (the “Stock Transfer”). In the Stock Transfer, holders of Woori Bank common stock transferred all of their shares to Woori Financial Group and in return received shares of the common stock of Woori Financial Group. The Stock Transfer constitutes a “succession” for purposes of Rule12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), such that the common stock of Woori Financial Group is deemed to be registered under Section 12(b) of the Exchange Act by operation of Rule12g-3(a). This Form 15 relates solely to the common stock, American depositary shares representing such common stock and reporting obligations of Woori Bank under the Exchange Act. As the successor issuer to Woori Bank, Woori Financial Group will hereafter file reports under the Exchange Act with the U.S. Securities and Exchange Commission using the commission file number of Woori Bank(001-31811).

As part of the comprehensive stock transfer as of January 11, 2019, Woori Bank became a wholly owned subsidiary of Woori Financial Group and transferred the ownership of five of its subsidiaries to Woori Financial Group. These companies were Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund ServiceServices Co., Ltd., and Woori Private Equity Asset Management Co., Ltd..

As a result, Woori Financial Group prepared these consolidated financial statements including the operations of its predecessor entities Woori Bank, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Co., Ltd., Woori Private Equity Asset Management Co., Ltd. and its consolidated subsidiaries.

Woori Financial Group, which is a controlling entity in accordance with International Financial Reporting standards (“IFRS”) 10—Consolidated Financial Statements, was established in 1899 and is engaged in the commercial banking business under the Banking Act, trust business and foreign exchange business under the Financial Investment Services and Capital Market Act (hereinafter referred to as the “Capital Market Act”).

Previously, Woori Finance Holdings Co., Ltd. (established on March 27, 2001 in accordance with Financial Holding Companies Act), the former holding company of Woori Financial Group, held a 100% ownership of the Bank. Effective from November 1, 2014, Woori Finance Holdings Co., Ltd. completed its merger (the “Merger”) with and into the Bank. Accordingly, the shares of the Bank, 597 million shares, prior to the merger, was reduced to nil in accordance with capital reduction procedure, and then, in accordance with the merger ratio, the Bank newly issued 676 million shares. As a result, thepaid-in capital of the Bank as of December 31, 2018 is capital stock amounting to 3,381,392 million Korean Won. Meanwhile, during the year ended December 31, 2016, the Korea Deposit Insurance Corporation (“KDIC”), the majority shareholder of the Bank, sold its 187 million shares in the Bank in accordance with the contract of “Disposal of Woori Bank’s shares to Oligopolistic Shareholders”. In addition to the sale, during the year ended December 31, 2017, KDIC sold additional 33 million shares. As a result, KDIC holds 125 million shares (18.43% ownership interest) of the Bank as of December 31, 2018 and 2017, and is the majority shareholder of the Bank.

On June 24, 2002, Woori Finance Holdings Co., Ltd. listed its common stock on the Korea Exchange through public offering. In addition, on September 29, 2003, Woori Finance Holdings Co., Ltd. registered with

the Securities and Exchange Commission in the United States of America and, on the same day, listed its American Depositary Shares on the New York Stock Exchange.

As Woori Finance Holdings Co., Ltd. was merged into the Bank, the Bank, which is the existing company, succeeded such rights and obligations as a listed company on the Korea Exchange and the New York Stock Exchange.

As a result of such merger, the Bank incorporated Woori Card Co., Ltd., Woori Investment Bank Co., Ltd., Woori FIS Co., Ltd., Woori Private Equity Asset Management Co., Ltd. and Woori Finance Research Institute Co., Ltd. as its subsidiaries.

The headquarters of the BankGroup is located at 51,Sogong-ro,Jung-gu, Seoul, Korea. The Bank has 877 branches and offices in Korea, and 23 branches and offices overseasthe capital is 3,611,338 million Won as of December 31, 2018.the end of the current term while the Korea Deposit Insurance Corp. (“KDIC”), the company’s largest shareholder, owns 124,604,797 shares (17.25%) of the company’s stocks issued. The company’s stocks were listed on the Korea Exchange on February 13, 2019, and its American Depository Shares (“ADS”) are also being traded as the underlying common stock on the New York Stock Exchange since the same date.

The details of stock transfer from the company and subsidiaries as of incorporation are as follows (Unit: Number of shares)

 

Stock transfer company

  Total number of
issued shares		   Exchange ratio
per share		   Number of Parent
company’s stocks		 

Woori Bank

   676,000,000    1.0000000    676,000,000 

Woori FIS Co., Ltd.

   4,900,000    0.2999708    1,469,857 

Woori Finance Research Institute Co., Ltd.

   600,000    0.1888165    113,289 

Woori Credit Information Co., Ltd.

   1,008,000    1.1037292    1,112,559 

Woori Fund Service Co., Ltd.

   2,000,000    0.4709031    941,806 

Woori Private Equity Asset Management Co., Ltd.

   6,000,000    0.0877992    526,795 

As of August 1, 2019, the parent company acquired a 73% interest in Tongyang Asset Management Co. and changed the name to Woori Asset Management Corp. Also, as of August 1, 2019, the parent company gained 100% control of ABL Asset Management Co., Ltd., added it as a consolidated subsidiary and changed the name to Woori Global Asset Management Co., Ltd. on December 6, 2019.

The parent company paid 598,391 million Won in cash and 42,103,377 new shares of the parent company to acquire 100% interest of Woori Card Co., Ltd. from its subsidiary Woori Bank on September 10, 2019. On the same date, the company also acquired 59.83% interest of Woori Investment Bank Co., Ltd. from Woori Bank with 392,795 million Won in cash.

As of December 30, 2019, the parent company acquired a 67.2% interest (excluding treasury stocks, 51% interest including treasury stocks) in Woori Asset Trust Co., Ltd (formerly Kukje Asset Trust Co., Ltd) and added it as a consolidated subsidiary at the end of 2019.

(2)

The consolidated financial statements for Woori Financial Group Inc.companies and its subsidiaries (the “Group”(hereinafter ‘consolidated company’) include the following subsidiaries:as of December 31, 2018 and 2019 are as follows:

 

      Percentage of ownership (%)   Location   Financial
statements
as of
(2018)		  Percentage of ownership (%)  

Location

 

Financial
statements
date of use

Subsidiaries

  Main business   December 31,
2017		   December 31,
2018		  

Main business

 December 31,
2018		 December
31, 2019		 

Woori Bank:

          

Woori FIS Co., Ltd.

   

System software
development &
maintenance		 
 
 		   100.0    100.0    Korea    December 31 

Woori Private Equity Asset Management Co., Ltd.

   Finance    100.0    100.0    Korea    December 31 

Woori Finance Research Institute Co., Ltd.

   Other service business    100.0    100.0    Korea    December 31 

Woori Financial Group Inc.:

     

Woori Bank

 Bank  —  100.0  Korea December 31

Woori Card Co., Ltd.

   Finance    100.0    100.0    Korea    December 31  Finance  —  100.0  Korea December 31

Woori Investment Bank Co., Ltd.

   
Other credit finance
business		 
 		   59.8    59.8    Korea    December 31  Other credit finance business  —  59.8  Korea December 31

Woori FIS Co., Ltd.

 System software development & maintenance  —  100.0  Korea December 31

Woori Finance Research Institute Co., Ltd.

 Other service business  —  100.0  Korea December 31

Woori Credit Information Co., Ltd.

   Credit information    100.0    100.0    Korea    December 31  Credit information  —  100.0  Korea December 31

Woori Fund Service Co., Ltd.

 Finance  —  100.0  Korea December 31

Woori Asset Trust Co., Ltd.(*1)

 Real-estate  —  67.2  Korea December 31

Woori Asset Management Corp.

 Finance  —  73.0  Korea December 31

Woori Private Equity Asset Management Co., Ltd.

 Finance  —  100.0  Korea December 31

Woori Global Asset Management Co., Ltd.

 Finance  —  100.0  Korea December 31

Woori Bank:

     

Woori Card Co., Ltd.

 Finance 100.0   —  Korea December 31

Woori Investment Bank Co., Ltd.

 Other credit finance business 59.8   —  Korea December 31

Woori FIS Co., Ltd.

 System software development & maintenance 100.0   —  Korea December 31

Woori Finance Research Institute Co., Ltd.

 Other service business 100.0   —  Korea December 31

Woori Credit Information Co., Ltd.

 Credit information 100.0   —  Korea December 31

Woori Fund Service Co., Ltd.

 Finance 100.0   —  Korea December 31

Woori Private Equity Asset Management Co., Ltd.

 Finance 100.0   —  Korea December 31

Woori America Bank

   Finance    100.0    100.0    U.S.A.    December 31  Finance 100.0  100.0  America December 31

Woori Global Markets Asia Limited

   ”    100.0    100.0    Hong Kong    December 31  Finance 100.0  100.0  Hong Kong December 31

Woori Bank China Limited

   ”    100.0    100.0    China    December 31  Finance 100.0  100.0  China December 31

AO Woori Bank

   ”    100.0    100.0    Russia    December 31  Finance 100.0  100.0  Russia December 31

PT Bank Woori Saudara Indonesia 1906 Tbk

   ”    79.9    79.9    Indonesia    December 31  Finance 79.9  79.9  Indonesia December 31

Banco Woori Bank do Brasil S.A.

   ”    100.0    100.0    Brazil    December 31  Finance 100.0  100.0  Brazil December 31

Korea BTL Infrastructure Fund

   ”    99.9    99.9    Korea    December 31  Finance 99.9  99.9  Korea December 31

Woori Fund Service Co., Ltd.

   ”    100.0    100.0    Korea    December 31 

Woori Finance Cambodia PLC.

   ”    100.0    100.0    Cambodia    December 31  Finance 100.0  100.0  Cambodia December 31

Woori Finance Myanmar Co., Ltd.

   ”    100.0    100.0    Myanmar    December 31  Finance 100.0  100.0  Myanmar December 31

Wealth Development Bank

   ”    51.0    51.0    Philippines    December 31  Finance 51.0  51.0  Philippines December 31

Woori Bank Vietnam Limited

   ”    100.0    100.0    Vietnam    December 31  Finance 100.0  100.0  Vietnam December 31

WB Finance Co., Ltd.(*5)

   ”    —    100.0    Cambodia    December 31 

Woori Bank Europe(*5)

   ”    —    100.0    Germany    December 31 

Kumho Trust First Co., Ltd.(*1)

   Asset securitization    0.0    0.0    Korea    December 31 

Asiana Saigon Inc.(*1)

   ”    0.0    0.0    Korea    December 31 

Consus Eighth Co., LLC(*4)

   ”    0.0    —    Korea    — 

KAMCO Value Recreation First Securitization Specialty Co., Ltd.(*1)

   ”    15.0    15.0    Korea    December 31 

Hermes STX Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

BWL First Co., LLC(*1)

   ”    0.0    0.0    Korea    December 31 

Deogi Dream Fourth Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

Jeonju Iwon Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

Wonju I one Inc.(*1)

   ”    0.0    0.0    Korea    December 31 

Heitz Third Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

Woorihansoop 1st Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

Electric Cable First Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

Woori International First Co., Ltd.(*1)

   ”    0.0    0.0    Korea    December 31 

WB Finance Co., Ltd.

 Finance 100.0  100.0  Cambodia December 31

Woori Bank Europe

 Finance 100.0  100.0  Germany December 31

Kumho Trust First Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Asiana Saigon Inc.(*2)

 Asset securitization 0.0  0.0  Korea December 31

KAMCO Value Recreation First Securitization Specialty Co., Ltd.(*2)

 Asset securitization 15.0  15.0  Korea December 31

Hermes STX Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

BWL First Co., LLC(*2)

 Asset securitization 0.0  0.0  Korea December 31

Deogi Dream Fourth Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Jeonju Iwon Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Wonju I one Inc.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Heitz Third Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Woorihansoop 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Electric Cable First Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Woori International First Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Woori WEBST 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Wibihansoop 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Uri QS 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Uri Display 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Tiger Eyes 2nd Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

Woori Serveone 1st Co., Ltd.(*2)

 Asset securitization 0.0  0.0  Korea December 31

      Percentage of ownership (%)   Location  Financial
statements
as of
(2018)		 

Subsidiaries

  Main business  December 31,
2017		   December 31,
2018		 

Woori HJ First Co., Ltd.(*4)

  ”   0.0    —   Korea   — 

Woori WEBST 1st Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

Wibihansoop 1st Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

HNLD 1st Inc.(*4)

  ”   0.0    —   Korea   — 

Uri QS 1st Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

Uri Display 1st Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

Tiger Eyes 2nd Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

Woori Serveone 1st Co., Ltd.(*1)

  ”   0.0    0.0   Korea   December 31 

Uri Display 2nd Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori the Colony Unjung Securitization Specialty Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori Dream 1st Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori Dream 2nd Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori H 1st Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori HS 1st Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori HS 2nd Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Woori Sinnonhyeon 1st Inc.(*1)

  ”   —    0.0   Korea   December 31 

Woori K 1st Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Uri S 1st Co., Ltd.(*1)

  ”   —    0.0   Korea   December 31 

Smart Casting Inc.(*1)

  ”   —    0.0   Korea   December 31 

G5 Pro Short-term Bond Investment Fund 13(*2)

  Securities investment and
others		   100.0    100.0   Korea   December 31 

Heungkuk Global Private Placement Investment Trust No. 1(*2)

  ”   —    98.5   Korea   December 31 

HeungkukWoori Tech Company Private Placement Investment Trust No. 1(*2)

  ”   98.0    98.0   Korea   December 31 

AI Partners Water Supply Private Placement Investment Trust No.2(*2)

  ”   —    97.3   England   December 31 

Consus Sakhalin Real Estate Investment Trust 1st(*2)

  ”   75.0    75.0   Korea   December 31 

Principle Guaranteed Trust(*3)

  Trust   0.0    0.0   Korea   December 31 

Principle and Interest Guaranteed Trust(*3)

  ”   0.0    0.0   Korea   December 31 

Woori Investment Bank:

          

Dongwoo First Securitization Specialty Co., Ltd.(*1)

  Asset securitization   5.0    5.0   Korea   December 31 

Seari First Securitization Specialty Co., Ltd.(*1)

  ”   5.0    5.0   Korea   December 31 

Seari Second Securitization Specialty Co., Ltd.(*1)

  ”   —    5.0   Korea   December 31 

Namjong 1st Securitization Specialty Co., Ltd.(*1)

  ”   5.0    5.0   Korea   December 31 

Bukgeum First Securitization Specialty Co., Ltd.(*1)

  ”   5.0    5.0   Korea   December 31 

Bukgeum Second Securitization Specialty Co., Ltd.(*1)

  ”   —    5.0   Korea   December 31 

Woori Card Co., Ltd.:

          

TUTUFinance-WCI Myanmar Co., Ltd.

  Finance   100.0    100.0   Myanmar   December 31 

Woori Card one of2017-1 Securitization Specialty Co., Ltd.(*1)

  Asset securitization   0.5    0.5   Korea   December 31 

Woori Card one of2017-2 Securitization Specialty Co., Ltd.(*1)

  ”   0.5    0.5   Korea   December 31 

Woori Card one of2018-1 Securitization Specialty Co., Ltd.(*1)

  ”   —    0.5   Korea   December 31 
    Percentage of ownership (%)  

Location

 

Financial
statements
date of use

Subsidiaries

 

Main business

 December 31,
2018		  December
31, 2019		 

Uri Display 2nd Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori the Colony Unjung Securitization Specialty Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori Dream 1st Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori Dream 2nd Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori H 1st Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori HS 1st Co., Ltd.

 Asset securitization  0.0   —  Korea December 31

Woori HS 2nd Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori Sinnonhyeon 1st Inc.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Woori K 1st Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Uri S 1st Co., Ltd.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Smart Casting Inc.(*2)

 Asset securitization  0.0   0.0  Korea December 31

Uri Display 3rd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

TY 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori HJ 2nd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori-HJ 3rd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Uri K 2nd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori KC No.1 Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori Lake 1st., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori QSell 2nd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Quantum Jump the 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Quantum Jump the 2nd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori BK the 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori-HC 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Wivi Synergy 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

ATLANTIC TRANSPORTATION 1 S.A.(*2)

 Asset securitization  —   0.0  Marshall islands December 31

Woori Gongdeok First Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

HD Project Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori HW 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori HC 2nd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori Dream 3rd Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori SJS 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

G5 Pro Short-term Bond Investment Fund 13(*3)

 Securities investment and others  100.0   100.0  Korea December 31

Heungkuk Global Private Placement Investment Trust No. 1(*3)

 Securities investment and others  98.5   98.5  Korea December 31

AI Partners UK Water Supply Private Placement Investment Trust No. 2(*3)

 Securities investment and others  97.3   97.3  England December 31

Consus Sakhalin Real Estate Investment Trust 1st(*3)

 Securities investment and others  75.0   75.0  Korea December 31

Multi Asset Global Real Estate Investment TrustNo. 5-2(*3)

 Securities investment and others  —   99.0  Korea December 31

Igis Australia Investment TrustNo. 209-1(*3)

 Securities investment and others  —   99.4  Korea December 31

Woori Global Development Infrastructure Synergy Company Private Placement Investment Trust No.1(*3)

 Securities investment and others  —   99.9  Korea December 31

IGIS Global Private Placement Real Estate FundNo. 316-1(*3)

 Securities investment and others  —   99.3  Korea December 31

Principal Guaranteed Trust(*4)

 Trust  0.0   0.0  Korea December 31

Principal and Interest Guaranteed Trust(*4)

 Trust  0.0   0.0  Korea December 31

Multi Asset Global Real Estate Investment TrustNo. 5-2:

     

MAGI No.5 LuxCo S.a.r.l.(*2)

 Asset securitization  —   54.6  Luxembourg December 31

MAGI No.5 LuxCo S.a.r.l.:

     

ADP 16 Brussels(*2)

 Asset securitization  —   0.0  Belgium December 31

Woori Investment Bank Co., Ltd.:

     

Dongwoo First Securitization Specialty Co., Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

Seari First Securitization Specialty Co., Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

Seari Second Securitization Specialty Co., Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

    Percentage of ownership (%)  

Location

 

Financial
statements
date of use

Subsidiaries

 

Main business

 December 31,
2018		  December
31, 2019		 

Namjong 1st Securitization Specialty Co.,

Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

Bukgeum First Securitization Specialty Co., Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

Bukgeum Second Securitization Specialty Co., Ltd.(*2)

 Asset securitization  5.0   5.0  Korea December 31

WS1909 Securitization Specialty Co., Ltd.(*2)

 Asset securitization  —   5.0  Korea December 31

One Punch Korea the 1st Co., Ltd.(*2).

 Asset securitization  —   0.0  Korea December 31

One Punch blue the 1st Co., Ltd.(*2)

 Asset securitization  —   0.0  Korea December 31

Woori Card Co., Ltd.:

     

TUTU Finance –WCI Myanmar Co., Ltd.

 Finance  100.0   100.0  Myanmar December 31

Woori Card one of2017-1 Securitization Specialty Co., Ltd.(*2)

 Asset securitization  0.5   0.5  Korea December 31

Woori Card one of2017-2 Securitization Specialty Co., Ltd.(*2)

 Asset securitization  0.5   0.5  Korea December 31

Woori Card one of2018-1 Securitization Specialty Co., Ltd.(*2)

 Asset securitization  0.5   0.5  Korea December 31

WOORI CARD2019-1 ASSET SECURITIZATION SPECIALTY CO., LTD.(*2)

 Asset securitization  —   0.5  Korea December 31

Woori Private Equity Asset Management Co., Ltd. and Woori Investment Bank Co., Ltd.:

     

Japanese Hotel Real Estate Private Equity Fund 1(*3)

 Securities investment and others  —   45.5  Korea December 31

Woori Asset Management Corp.:

     

Woori china convertible bond fund(*3)

 Securities investment and others  —   98.6  Korea December 31

Woori Global Asset Management Co.,Ltd.:

     

WOORIG China Value Equity (C/C(F))(*3)

 Securities investment and others  —   95.1  Korea December 31

Woori Bank, Woori Investment Bank Co., Ltd and Woori Private Equity Asset Management Co., Ltd.:

     

Woori Innovative Growth Professional Investment Type Private Investment Trust No.1(*3)

 Securities investment and others  —   60.0  Korea December 31

Woori bank and Woori Investment Bank Co., Ltd.:

     

Heungkuk Woori Tech Company Private Placement Investment Trust No. 1(*3)

 Securities investment and others  98.0   100.0  Korea December 31

 

(*1)

As of December 31, 2018, Woori bank held 8.6% interest and hold 67.2% interest as of December 31, 2019 as acquiring 58.6% interests additionally during current period.

(*2)

The entity is a structured entity for the purpose of asset securitization and is in scope for consolidation.securitization. Although the Group is not a majority shareholder, the Group 1) has the power over the investee, 2) is exposed to 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.

(*2)3)

The entity is a structured entity for the purpose of investment in securities and is in scope for consolidation. Although the Group is not a majority shareholder, the Group 1) has the power over the investee, 2) is exposed to 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.

(*3)

The entity is a ‘money trust’ under the Financial Investment Services and Capital Markets Act and is in scope for consolidation.securities. Although the Group is not a majority shareholder, the Group 1) has the power over the investee, 2) is exposed to 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.

(*4)

The entity was removed fromis a ‘money trust’ under the list of subsidiaries asFinancial Investment Services and Capital Markets Act. Although the controlGroup is not a majority shareholder, the Group 1) has the power over the entity was lost duringinvestee, 2) is exposed to or has rights to variable returns from its involvement with the current period.investee, and 3) has the ability to use its power to affect its returns.

(*5)

The entity was included in the list of subsidiaries as the Bank acquired more than 50% of the ownership interest.

(3)

The Group has not consolidated the following entities as of December 31, 20172018 and 20182019 despite having more than 50% ownership interest:

 

  

As of December 31, 20172018

 

Subsidiaries

 

Location

Main BusinessPercentage of
ownership (%)

Golden Bridge NHN Online Private Equity Investment(*)

 KoreaSecurities Investment60.0

Mirae Asset Maps Clean Water Private Equity Investment Trust 7th(*)

KoreaSecurities Investment59.7

Kiwoom Yonsei Private Equity Investment Trust(*)

KoreaSecurities Investment88.9

Hana Walmart Real Estate Investment Trust41-1(*)

KoreaSecurities Investment90.1

IGIS Global Private Placement Real Estate FundNo. 148-1(*)

KoreaSecurities Investment75.0

IGIS Global Private Placement Real Estate FundNo. 148-2(*)

KoreaSecurities Investment75.0

As of December 31, 2018

Subsidiaries

LocationMain Business

 Percentage of
ownership (%)		 

Golden Bridge NHN Online Private Equity Investment(*)

 Korea Securities Investment  60.0 

Mirae Asset Seobu Underground Expressway Professional Investment(*)

 Korea Securities Investment  65.8 

Mirae Asset Maps Clean Water Private Equity Investment
Trust 7th(*)

KoreaSecurities investment59.7

Kiwoom Yonsei Private Equity Investment Trust(*)

KoreaSecurities investment88.9

Hana Walmart Real Estate Investment Trust41-1(*)

KoreaSecurities investment89.6

IGIS Europe Private Placement Real Estate Fund
No. 163-2(*)

KoreaSecurities investment97.9

IGIS Global Private Placement Real Estate Fund
No. 148-1(*)

KoreaSecurities investment75.0

IGIS Global Private Placement Real Estate Fund
No. 148-2(*)

KoreaSecurities investment75.0

KB Nongso Sewage Treatment Equipment Private Special
Asset(*)

KoreaSecurities investment50.0

Mirae Asset Seoul Ring Expressway Private Special Asset Fund No. 1(*)

KoreaSecurities investment66.2

Hangkang Sewage Treatment Plant Fund(*)

KoreaSecurities investment55.6

Consus KyungJu Green Private Placement Real Estate Fund No. 1(*)

KoreaSecurities investment52.4

(*)

Since the investee is a private equity investment fund, the Group does not have the power over the fund’s activities even though it holds more than 50% of ownership interest.

As of December 31, 2019

Subsidiaries

Location

Main Business

Percentage of
ownership (%)

Golden Bridge NHN Online Private Equity Investment(*)

KoreaSecurities Investment60.0

Mirae Asset Maps Clean Water Private Equity Investment
Trust 7th(*)

 Korea Securities Investment  59.7 

Kiwoom Yonsei Private Equity Investment Trust(*)

 Korea Securities Investment  88.9 

Hana Walmart Real Estate Investment Trust41-1(*)

KoreaSecurities Investment89.6

IGIS Europe Private Placement Real Estate Fund
No. 163-2(*)

 Korea Securities Investment  97.9 

IGIS Global Private Placement Real Estate Fund
No. 148-1(*)

 Korea Securities Investment  75.0 

IGIS Global Private Placement Real Estate Fund
No. 148-2(*)

 Korea Securities Investment  75.0

KB Nongso Sewage Treatment Equipment Private Special Asset(*)

KoreaSecurities Investment50.0 

Mirae Asset Seoul Ring Expressway Private Special Asset Fund No. 1(*)

 Korea Securities Investment  66.266.7 

Hangkang Sewage Treatment Plant Fund(*)

 Korea Securities Investment  55.6 

Consus KyungJu GreenKIM Pocheon-Hwado Highway Infra Private Placement Real EstateSpecial Asset Fund No. 1(*)

 Korea Securities Investment  52.455.2 

 

(*)

Since the investee is a private equity investment fund, the Group does not have the power over the fund’s activities even though it holds more than 50% of ownership interest.

(4)

The summarized financial information of the major subsidiaries are as follows. The financial information of each subsidiary was prepared on the basis of consolidated financial statements. (Unit: Korean Won in millions):

 

  As of and for the year ended December 31, 2017  As of and for the year ended December 31, 2018 
  Assets   Liabilities   Operating
revenue		   Net income (loss)
attributable to
owners		 Comprehensive
income (loss)
attributable to
owners		  Assets Liabilities Operating
revenue		 Net income (loss)
attributable to
owners		 Comprehensive
income (loss)
attributable to
owners		 

Woori FIS Co., Ltd.

   103,932    71,386    252,460    1,940  (2,963)  96,260  63,412  271,651  2,840  269 

Woori Private Equity Asset Management Co., Ltd.

   42,894    2,670    7,257    (4,114)  (4,074)  38,820  1,439  1,713  (2,794)  (2,843) 

Woori Finance Research Institute Co., Ltd.

   3,790    350    4,733    83  64  3,891  560  4,708  7  (109) 

Woori Card Co., Ltd.

   8,605,993    6,973,705    1,771,157    101,214  107,321  9,987,057  8,305,093  1,371,301  114,767  106,517 

Woori Investment Bank Co., Ltd.

   1,880,157    1,588,610    183,376    20,023  20,210  2,682,660  2,367,418  205,446  25,552  25,533 

Woori Credit Information Co., Ltd.

   33,298    6,175    31,580    861  752  34,921  6,386  36,883  1,657  1,411 

Woori America Bank

   1,954,301    1,679,248    81,337    11,869  (16,833)  2,182,454  1,878,117  90,975  20,510  32,335 

Woori Global Markets Asia Limited

   290,226    178,343    11,345    1,922  (12,544)  517,627  396,216  18,748  5,144  9,647 

Woori Bank China Limited

   4,960,637    4,458,683    388,913    13,809  (15,252)  5,470,927  4,953,813  366,973  21,879  19,194 

AO Woori Bank

   201,704    149,101    15,656    4,748  1,217  305,521  256,260  19,433  5,163  (3,234) 

PT Bank Woori Saudara Indonesia 1906 Tbk

   2,230,617    1,745,171    192,485    38,488  (18,689)  2,355,975  1,853,768  192,719  40,385  27,109 

Banco Woori Bank do Brasil S.A.

   213,889    181,544    20,455    1,843  (2,840)  179,130  149,146  13,971  1,262  (2,326) 

Korea BTL Infrastructure Fund

   786,480    301    30,240    26,390  26,390  777,437  299  29,760  26,057  26,057 

Woori Fund Service Co., Ltd.

   12,653    1,242    9,021    1,398  1,398  14,448  1,440  10,052  1,597  1,597 

Woori Finance Cambodia PLC.

   51,304    32,873    5,895    983  (473)  93,239  71,133  11,038  2,826  3,676 

Woori Finance Myanmar Co., Ltd.

   18,236    5,307    2,506    791  15  19,340  6,886  4,496  640  (1,256) 

Wealth Development Bank

   191,049    156,808    13,632    1,323  (1,093)  218,134  184,344  13,668  80  (451) 

Woori Bank Vietnam Limited

   775,758    632,160    29,698    2,436  (15,347)  954,580  720,554  48,716  10,710  13,618 

WB Finance Co., Ltd.

 268,794  225,655  24,310  2,421  2,329 

Woori Bank Europe

 58,399  311  5  (5,959)  (5,974) 

Money trust under the FISCM Act

   1,560,672    1,530,760    44,344    582  582  1,582,765  1,552,594  54,860  259  259 

Structured entity for the securitization of financial assets

   867,583    1,275,719    22,730    1,179  (2,800)  1,369,745  1,786,869  53,578  4,990  (5,681) 

Structured entity for the investments in securities

   34,939    76    377    (475)  (38,592)  63,676  142  1,826  (1,299)  (3,009) 

  As of and for the year ended December 31, 2018 
  Assets  Liabilities  Operating
revenue		  Net income (loss)
attributable to
owners		  Comprehensive
income (loss)
attributable to
owners		 

Woori FIS Co., Ltd.

  96,260   63,412   271,651   2,840   269 

Woori Private Equity Asset Management Co., Ltd.

  38,820   1,439   1,713   (2,794)   (2,843) 

Woori Finance Research Institute Co., Ltd.

  3,891   560   4,708   7   (109) 

Woori Card Co., Ltd.

  9,987,057   8,305,093   1,371,301   114,767   106,517 

Woori Investment Bank Co., Ltd.

  2,682,660   2,367,418   205,446   25,552   25,533 

Woori Credit Information Co., Ltd.

  34,921   6,386   36,883   1,657   1,411 

Woori America Bank

  2,182,454   1,878,117   90,975   20,510   32,335 

Woori Global Markets Asia Limited

  517,627   396,216   18,748   5,144   9,647 

Woori Bank China Limited

  5,470,927   4,953,813   366,973   21,879   19,194 

AO Woori Bank

  305,521   256,260   19,433   5,163   (3,234) 

PT Bank Woori Saudara Indonesia 1906 Tbk

  2,355,975   1,853,768   192,719   40,385   27,109 

Banco Woori Bank do Brasil S.A.

  179,130   149,146   13,971   1,262   (2,326) 

Korea BTL Infrastructure Fund

  777,437   299   29,760   26,057   26,057 

Woori Fund Service Co., Ltd.

  14,448   1,440   10,052   1,597   1,597 

Woori Finance Cambodia PLC.

  93,239   71,133   11,038   2,826   3,676 

Woori Finance Myanmar Co., Ltd.

  19,340   6,886   4,496   640   (1,256) 

Wealth Development Bank

  218,134   184,344   13,668   80   (451) 

Woori Bank Vietnam Limited

  954,580   720,554   48,716   10,710   13,618 

WB Finance Co., Ltd.

  268,794   225,655   24,310   2,421   2,329 

Woori Bank Europe

  58,399   311   5   (5,959)   (5,974) 

Money trust under the FISCM Act

  1,582,765   1,552,594   54,860   259   259 

Structured entity for the securitization of financial assets

  1,369,745   1,786,869   53,578   4,990   (5,681) 

Structured entity for the investments in securities

  63,676   142   1,826   (1,299)   (3,009) 
  As of and for the year ended December 31, 2019 
  Assets  Liabilities  Operating
revenue		  Net income (loss)
attributable to
owners		  Comprehensive
income (loss)
attributable to
owners		 

Woori Bank(*1)

  348,181,658   325,526,568   22,240,947   1,505,547   1,531,793 

Woori Card Co., Ltd.

  10,087,342   8,299,175   1,368,234   114,196   111,782 

Woori Investment Bank Co., Ltd.

  3,398,960   3,031,622   204,655   53,358   52,095 

Woori FIS Co., Ltd.

  91,079   55,112   244,923   3,107   3,119 

Woori Finance Research Institute Co., Ltd.

  5,447   1,999   5,452   160   117 

Woori Credit Information Co., Ltd.

  37,872   7,948   39,118   1,698   1,389 

Woori Fund Service Co., Ltd.

  16,852   2,109   11,071   1,735   1,735 

Woori Asset Trust Co., Ltd.(*2)

  139,839   45,410   —   —   — 

Woori Asset Management Corp.(*2)

  113,037   6,301   9,204   1,720   2,544 

Woori Private Equity Asset Management Co., Ltd.

  38,243   2,985   4,152   (2,087)   (2,124) 

Woori Global Asset Management Co., Ltd.(*2)

  32,807   3,230   3,588   (1,360)   (1,360) 

(*1)

The amount is prepared based on the consolidated financial statements of Woori Bank (reflecting the classification of profit or loss of the discontinued operation).

(*2)

The income or loss information of Woori Asset Management Corp. and Woori Global Asset Management Co., Ltd. are prepared based on the income or loss from August 1, 2019, the date on which the power was obtained, to December 31, 2019. In addition, the Group acquired Woori Asset Trust Co., Ltd on December 30, 2019, thus the income or loss information of Woori Asset Trust Co., Ltd are not included.

 

(5)

The financial support that the Group provides to consolidated structured entities is as follows:

 

Structured entity for asset securitization

The structured entity which 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 withprovision of 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.

 

Structured entity for the investments in securities

The structured entity is established for the purpose of investments in securities. The Group acquires beneficiary certificates through its contribution of fundfunding to the structured entity by the Group, 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 Financial Investment Services and Capital Markets Act

The Group provides with financial guarantee of principal and interest or solely principal to some of its trust products. Due to the financial guarantees, the Group may be obliged 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.

As of December 31, 2019, the Group provides 2,241,640 million Won of credit facilities for the structured entities mentioned above.

(6)

The Group has entered into various agreements with structured entities such as asset securitization, structured finance, investment fund, and monetary trust. The characteristics and the nature of risks related to unconsolidated structured entities over which the Group does not have control in accordance with IFRS 10 are as follows:

The ownership interests on unconsolidated structured entities that the Group hold are classified into asset securitization vehicles, structured finance, and investment fund and real-estate trust, based on the nature and the purpose of the structured entities.

Unconsolidated structured entities classified as ‘asset securitization vehicles’ are entities that issue asset-backed securities, pay the principal and interest or distributes dividends on asset-backed securities through borrowings or profits from the management, operation and sale of securitized assets. The Group transfers related risks fromby the purchase commitments of asset-backed securities or issuance of asset-backed securities through credit grants, and the structured entities recognize related interest or fee revenue. There are entities that provide additional fundfunding and conditional debt acquisition commitmentcommitments before the Group’s financial support, but the Group is still exposed to losses arising from the purchase of financial assets issued by the structured entities when it fails to renew the securities.

Unconsolidated structured entities classified as ‘structured financing’ include real estate project financing investment vehicle, social overhead capital companies, and special purpose vehicles for ship (aircraft) financing. Each entity is incorporated as a separate company with a limited purpose in order to efficiently pursue business goals. ‘Structured financing’ is a financing method for large-scale risky business, with investments made based on feasibility of the specific business or project, instead of credit of business owner or physical collaterals. The investors receive profits from the operation of the business. The Group recognizes interest revenue, valuation gainprofit or loss on ownership interest,from assessment or transactions of financial instruments, or dividend income. With regard to uncertainties involving structured financing, there are entities that provide financial support such as additional fund, guarantees and prioritized credit grants prior to the Group’s intervention, but the Group is exposed to possible losses due to loss of principal from reduction in investment value or irrecoverable loans arising from failure to collect scheduled cash flows and cessation of projects.

Unconsolidated structured entities classified as ‘investment funds’ include investment trusts and private equity funds. An investment trust orders the investment and operation of funds to the trust manager in accordance with trust contract with profits distributed to the investors. Private equity funds finances money required to acquire equity securities to enable direction of management and/or improvement of ownership structure, with profit distributed to the investors. The Group recognizes pro rata amount of valuation gain or loss on investment and dividend income as an investor and may be exposed to losses due to reduction in investment value.

‘Real estate trust’ is to be entrusted the underlying property for the purpose of managing, disposing, operating or developing from the consignor who owns the property and distributes the proceeds achieved through the trust to the beneficiary. When the consignee does not fulfill his or her important obligations in the trust contract or it is, in fact, difficult to run the business, the Group may be exposed to the threat of compensating the loss.

TotalThe total assets of the unconsolidated structured entities,entity held by the Group, the carrying valueamount of the related items recorded,recognized in the financial statements, the maximum loss exposure, to risks, and the loss recognized in conjunction withlosses from the unconsolidated structured entities as of December 31, 2017 and 2018entity are as follows (Unit: Korean Wonfollows. The maximum loss exposure includes the amount of investment recognized in millions):the financial statements and the amount that is likely to be confirmed in the future when satisfies certain conditions by contracts such as purchase arrangements, credit offerings.

 

  December 31, 2017  December 31, 2018 
  Asset
securitization
vehicle		   Structured
finance		   Investment
Funds		  Asset
securitization
vehicle		 Structured
finance		 Investment
funds		 

Total asset of the unconsolidated structured entities

   7,295,601    40,172,830    13,641,135  6,796,235  58,161,494  11,138,822 

Assets recognized in the consolidated financial statements related to the unconsolidated structured entities

   3,215,159    2,314,043    1,138,523  2,571,835  2,831,842  1,530,767 

Financial assets held for trading

   —    233,428    10,160 

AFS financial assets

   902,390    106,819    904,774 

HTM financial assets

   2,269,451    —    — 

Loans and receivables

   43,180    1,969,760    — 

Financial assets at FVTPL

 285,156  70,219  1,197,844 

Financial assets at FVTOCI

 281,919  48,961   — 

Financial assets at amortized cost

 2,003,921  2,511,055  71,150 

Investments in joint ventures and associates

   —    —    223,589   —  197,393  261,773 

Derivative assets

   138    4,036    —  839  4,214   — 

Liabilities recognized in the consolidated financial statements related to the unconsolidated structured entities

   1,433    1,506    —  1,260  905   — 

Derivative liabilities

   575    968    —  116  248   — 

Other liabilities (including provisions)

   858    538    — 

Other liabilities (provisions)

 1,144  657   — 

The maximum exposure to risks

   4,032,531    2,918,448    1,138,523  3,252,329  3,408,271  1,587,325 

Investments

   3,215,159    2,314,043    1,138,523  2,571,835  2,831,842  1,530,767 

Credit facilities

   817,372    604,405    —  680,494  576,429  56,558 

Loss recognized on unconsolidated structured entities

   837    3,939    5,993  5,764  11,609  13,868 

 

  December 31, 2018  December 31, 2019 
  Asset
securitization
vehicle		   Structured
finance		   Investment
Funds		  Asset
securitization
vehicle		 Structured
Finance		 Investment
Funds		 Real estate
trust		 

Total asset of the unconsolidated structured entities

   6,796,235    58,161,494    11,138,822  8,230,254  62,879,421  18,265,273  152,257 

Assets recognized in the consolidated financial statements related to the unconsolidated structured entities

   2,571,835    2,831,842    1,530,767  5,128,616  2,982,217  1,411,639  57,928 

Financial assets at FVTPL

   285,156    70,219    1,197,844  324,414  28,834  1,109,621  655 

Financial assets at FVTOCI

   281,919    48,961    —  2,006,230  42,305   —   — 

Financial assets at amortized cost

   2,003,921    2,511,055    71,150  2,796,695  2,897,620  120,072  57,273 

Investments in joint ventures and associates

   —    197,393    261,773   —  7,475  181,946   — 

Derivative assets

   839    4,214    —  1,277  5,983   —   — 

Liabilities recognized in the consolidated financial statements related to the unconsolidated structured entities

   1,260    905    —  184  1,291   —  2,808 

Derivative liabilities

   116    248    —   —  15   —   — 

Other liabilities (including provisions)

   1,144    657    — 

Other liabilities (provisions)

 184  1,276   —  2,808 

The maximum exposure to risks

   3,252,329    3,408,271    1,587,325  5,561,394  3,532,539  1,457,398  77,117 

Investments

   2,571,835    2,831,842    1,530,767 

Investment assets

 5,128,616  2,982,217  1,411,639  57,928 

Credit facilities

   680,494    576,429    56,558  432,778  550,322  45,759  19,189 

Loss recognized on unconsolidated structured entities

   5,764    11,609    13,868   —  4,660  34,312  5,218 

(7)

TheAs of December 31, 2017, 2018 and 2019, the share ofnon-controlling interests on the net income and equity of subsidiaries ofin whichnon-controlling interests are significant are significant to the Group’s consolidated financial statements are as follows: (Unit: Korean Won in millions):

1) Accumulatednon-controlling interests at the end of the reporting period

 

  December 31, 2017   December 31, 2018   December 31, 2018   December 31, 2019 

Woori Bank(*)

   —    3,660,814 

Woori Investment Bank

   119,111    130,088    130,088    151,170 

Woori Asset Trust Co., Ltd

   —    40,161 

Woori Asset Management Corp

   —    29,800 

PT Bank Woori Saudara Indonesia 1906 Tbk

   64,877    68,250    68,250    83,315 

Wealth Development Bank

   16,778    16,557    16,557    18,524 

(*)

Hybrid securities issued by Woori Bank

2) Net income or loss attributable tonon-controlling interests

 

  For the year ended December 31,   For the year ended December 31 
  2016   2017   2018       2017           2018           2019     

Woori Bank(*)

   —    —    134,421 

Woori Investment Bank

   9,990    8,370    10,262    8,370    10,262    21,588 

Woori Asset Management Corp

   —    —    408 

PT Bank Woori Saudara Indonesia 1906 Tbk

   6,383    8,882    8,126    8,882    8,126    8,502 

Wealth Development Bank

   611    648    39    648    39    427 

(*)

Distribution of the hybrid securities issued by Woori Bank

3) Dividends tonon-controlling interests

 

   For the year ended December 31, 
   2016   2017   2018 

PT Bank Woori Saudara Indonesia 1906 Tbk

   1,242    1,513    2,082 
   For the year ended December 31 
       2017           2018           2019     

PT Bank Woori Saudara Indonesia 1906 Tbk

   1,513    2,082    1,981 

2. BASIS OF PREPARATION AND SIGNIFICANT ACCOUNTING POLICIES

(1) Basis of presentation

The Woori Financial Group Inc. and its subsidiaries (the “Group”)’sGroup’s consolidated financial statements are prepared in accordance with Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The Group operates primarily in Korea and its official accounting records are maintained in Korean Won. The United States dollar (“U.S. dollar” or “US$” or “USD”) amounts are provided herein as supplementary information solely for the convenience of readers outside Korea. Korean Won amounts are expressed in U.S. Dollars at the rate of 1,112.91,155.5 Korean Won to US$1.00, the noon buying exchange rate in effect on December 31, 2018,2019, as quoted by the Federal Reserve Bank of New York in the United States. Such convenience translation into U.S. Dollars should not be construed as representations that Korean Won amounts have been, could have been, or could in the future be, converted at this or any other rate of exchange.

The significant accounting policies applied in the preparation of consolidated financial statements as of and for the year ended December 31, 20182019 are stated below, and the accounting policies applied are identical to ones used in the preparation of previous period’speriods’ consolidated financial statements, except for the effects of adopting new standards or interpretations as explained below.

The consolidated financial statements are prepared at the end of each reporting period in historical cost basis, except for certainnon-current assets and financial assets that are either revalued or measured in fair value. Historical cost is generally measured at the fair value of consideration given to acquire assets.

The consolidated financial statements of the Group were approved for the Group was authorized for issueissuance on March 3, 2020 by the managementBoard of Directors, and the final approval will be made in the annual general shareholders’ meeting on April 26, 2019.March 25, 2020.

1) The standards and interpretations that are newly adopted by the Group during the current period, and the changes in accounting policies thereof are as follows:

 

IFRS 9 ‘Financial Instruments,’ IFRS 7 ‘Financial Instruments: Disclosure’ amendments

The Group has adopted the amendments of IFRS 9 and IFRS 7 for the first time in the current year. The amendments mainly deal with the addition of temporary exceptions from applying specific hedge accounting requirements while the uncertainty arises from interest rate benchmark reform. The amendment requires that for the purpose of determining whether a forecast transaction (or a component thereof) is highly probable, an entity shall assume that the interest rate benchmark on which the hedged cash flows (contractually ornon-contractually specified) are based is not altered as a result of interest rate benchmark reform. When applying the prospective assessment, the amendment further requires that an entity shall assume that the hedged risk or the interest rate benchmark on which the hedged item or the hedging instrument is based is not altered as a result of the reform. Additionally, for a hedge of anon-contractually specified benchmark component of interest rate risk, an entity shall apply the requirement that the risk component shall be separately identifiable only at the inception of the hedging relationship. Meanwhile, an entity shall prospectively cease applying the temporary exceptions to a hedged item at the earlier of: (a)when the uncertainty arising from interest rate benchmark reform is no longer present with respect to the timing and the amount of the interest rate benchmark-based cash flows of the hedged item; and (b)when the hedging relationship that the hedged item is part of is discontinued. Note 26 sets out details of the hedge accounting applied by the Group. These amendments will be effective from January 1, 2020 but the Group has applied such amendments in current year as the early adoption is permitted.

IFRS 16 Leases

The Group initially applied IFRS 16 on January 1, 2019.

IFRS 16 introduces an accounting model for the single lessee and as a result, the Group, as a lessee, recognizesright-of-use assets which represent a lessee’s right to use an underlying asset and lease liabilities which represent an obligation to make lease payments. An accounting model for the lessor is similar to the previous accounting policy.

The Group recognized the cumulative effects due to the initial application of IFRS 16 on January 1, 2019, which is the date of initial application. Therefore, the comparative financial information applies IAS 17 and IFRIC 4 as reported previously, and was not restated. The details of the changes to the accounting policy are described below.

i) Definition of lease

Previously, the Group determined whether an arrangement is, or contains, a lease on the arrangement date by applying IFRIC 4 ‘Determining whether an arrangement contains a lease’ which focused on ‘risks and consideration’. The Group has started to determine whether the contract is, or contains, a lease, based on the new definition of a lease. Under IFRS 16, a contract determines whether a lease includes control of the use of an underlying asset that is identified in exchange for consideration.

On the date of initial application for IFRS 16, the Group elected to apply a practical expedient which does not require the Group to reassess whether the contract is a lease. The Group applied IFRS 16 only to the contracts

that were previously identified as a lease and did not reassess the contracts that were not identified as a lease in line with IAS 17 and IFRIC 4. Therefore, the definition of lease under IFRS 16 is only applicable to contracts that are entered into or modified after January 1, 2019.

For the agreed or revalued date of the contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease andnon-lease components.

The Group elected not to recognizeright-to-use assets and lease liabilities for certain leases oflow-value assets (e.g. IT facilities) and short-term leases (less than one year). The Group will recognize the related lease payments as expenses equally over the lease period.

IFRS Interpretations Committee published its interpretation of ‘Lease Period and Lease Improvement Useful Life’ as of December 16, 2019. The Interpretation Committee discussed a question about how to determine the lease term for cancellable or renewable leases and according to the interpretation, the lease term will depend on both the termination penalties in the contract and the broader economics of the contract. Agenda decisions issued by the Interpretations Committee do not have an application date, but are expected to be implemented as soon as possible. The Group is currently assessing the impact of the agenda decision and does not expect a material impact to the financial statements.

ii) Lessee

The Group leases various assets, including buildings, vehicles and IT equipment.

Previously, the Group classified its leases either as operating leases or as finance leases based on whether the lease substantially transfers the risk and reward of owning the underlying assets. According to IFRS 16, the Group recognizesright-of-use assets and lease liabilities for most of its leases, which means most of its leases are presented in the statement of financial position.

For theright-of-use assets that do not satisfy the definition of an investment property, the Group presents those assets as the same item as the item that the corresponding underlying asset would have been presented for.Right-of-use assets that meet the definition of investment properties would be presented as investment properties.

The Group presents lease liability as other financial liabilities in the consolidated statement of financial position.

iii) Transitional provisions on lease

On the date of initial application, a lease classified as an operating lease in accordance with IAS 17 is measured at present value of the remaining lease payments discounted at the incremental borrowing rate of the subsidiary as of January 1, 2019. However, the Group chose an exception that does not apply the lessee’s recognition, measurement and presentation on low value asset leases. Theright-of-use asset is measured as follows:

The same amount as lease liability(pre-paid or incurred (unpaid) lease payments are adjusted). The Group applies this method to all leases.

When the Group applies IFRS 16 to the leases classified as operating leases in accordance with IAS 17, following practical expedients are used:

Opening direct costs are excluded from the measurement of theright-of-use asset at the date of initial application.

An entity should apply IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ right before the date of initial application to determine whether a lease is a loss-bearing contract and therefore conduct an impairment review.

Theright-of-use assets and lease liabilities are not recognized for short-term leases (residual term less than a year)

If the contract includes a lease extension or exit option, use hindsight to determine the lease term.

iv) Impacts to the financial statements

a) Impacts at date of initial application

At the date of initial application of IFRS 16, the Group additionally recognized theright-of-use assets and lease liabilities, and the impacts as of January 1, 2019 are as follows (Unit: Korean Won in millions):

 •January 1,
2019

Right-of-use assets presented as premises and equipment(*)

435,791

Lease liability(*)

377,030

(*)

The differences have occurred due to prepaid, unpaid lease payment, transfer, etc. and there is no effect on retained earnings.

When measuring lease liabilities for leases that were previously classified as operating lease, the Group used its incremental borrowing rate as of January 1, 2019 as the discount rate. The applied weighted-average incremental borrowing rate is 2.0~5.6%.

January 1,
2019

Operating leases as of December 31, 2018

398,147

- Application of exemption rule for low value assets leases

(616) 

- Application of exemption rule for leases with remaining terms are less than 12 months at the time of transition

(187) 

Operating lease agreement after subtraction of exemption rule applied items as of December 31, 2018

397,344
  

Adoption

Amount discounted with incremental borrowing rate at the date of IFRS 9—Financial instruments(enacted)initial application(January 1, 2019)

377,030

Lease liabilities recognized at the date of initial application(January 1, 2019)

377,030

b) Impacts during the transition

The Group recognized depreciation expenses and interest expenses instead of the operating lease expenses for the leases in line with IFRS 16. The Group recognized depreciation expenses of 229,727 million Won and interest expenses of 9,086 million Won for the lease for the year ended December 31, 2019.

3) It is believed that the following issued, revised standards will not have a significant impact on the Group.

IFRIC 23 Uncertainty over Income Tax Treatments (Issued)

IFRS 9 Financial Instruments (Revised)

IAS 28 Investment in Associates and Joint Ventures (Revised)

IAS 19 Employee Benefits (Revised)

IFRS 15 Revenue from Contracts with Customers (Revised)

Annual Improvements to IFRSs 2015-2017 Cycle

The annual improvements include partial amendments of IAS 12 ‘Income Tax,’ IAS 23 ‘Borrowing Costs,’ IFRS 3 ‘Business Combination’ and IFRS 11 ‘Joint Arrangements.

2) The details of IFRSs that have been issued and published as of the date of issue approval of financial statements but have not yet reached the effective date, and which the Group has not applied at an earlier date are as follows:

Revised Conceptual Framework for Financial Reporting

Revised IFRS 3 ‘Business Combinations’

Revised IAS 1 ‘Presentation of Financial Statements’ and IAS 8 ‘Accounting policies, Changes in Accounting Estimates and Errors’

It will be applied to period beginning on or after January 1, 2020. It is believed that revised standards listed above, will not have a significant impact on the Group.

3) The standards and interpretations that are newly adopted by the Group during the previous period, and the changes in accounting policies thereof are as follows:

Adoption of IFRS 9 – Financial instruments

The Group initially applied IFRS 9 and related amendments made to other standards during the currentprevious period, with January 1, 2018 as the date of initial application. IFRS 9 introduces new rules on: 1) classification and measurement of financial assets and financial liabilities, 2) impairment of financial assets, and 3) hedge accounting. Additionally, the Group adopted consequential amendments to IFRS 7 Financial Instruments: Disclosures that were applied to the disclosures for 2018.

The Group decided not to restate the prior period figures when applying the Standard for the first time, and as such the comparative consolidated financial statements are not restated.

The main contents of the new accounting standard and the effect on the consolidated financial statements of the Group are as follows.

a) Classification and measurement of financial assets

All financial assets included in the scope of IFRS 9 are subsequently measured at amortized cost or fair value based on the Group’s business model for the management of financial assets and the nature of the contractual cash flows of the financial assets.

Debt instruments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods (Financial assets at amortized cost).

Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at fair value through other comprehensive income (Financial assets at fair value through other comprehensive income (“FVTOCI”)).

All other debt instruments and equity instruments are measured at their fair value at the end of subsequent accounting periods, and any change in the fair value is recognized as profit or loss (Financial assets at fair value through profit or loss (“FVTPL”)).

Notwithstanding the foregoing, the Group may make the following irrevocable choice or designation at the time of initial recognition of a financial asset.

The Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value of an investment in an equity instrument within the scope of this standard that is neither held for trading nor is a contingent consideration recognized by an acquirer in a business combination to which IFRS 3(R)3 applies.

At initial recognition, financial assets at amortized cost or FVTOCI may be irrevocably designated as financial assets at fair value through profit or loss mandatorily measured at fair value if doing so eliminateeliminates or significantly reducereduces a measurement or recognition inconsistency.

As of the date of initial application of IFRS 9, there are no debt instruments classified either as financial assets at amortized cost or FVTOCI that are designated as financial assets at fair value through profit or loss.

When debt instruments measured at FVTOCI are derecognized, the cumulative gain or loss recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment. On the other hand, for equity instruments designated as financial assets at fair value through other comprehensive income, cumulative gains or losses previously recognized in other comprehensive income are not subsequently reclassified to retained earnings. Debt instruments measured subsequently at amortized cost or at FVTOCI are subject to impairment.

The classification and measurement of financial assets and liabilities in accordance with IFRS 9 and IAS 39 as of January 1, 2018 are as follows (Unit: Korean Won in millions):

 

 

Classification in
accordance with

IAS 39

 

Classification in
accordance with

IFRS 9

 Amount in
accordance with
IAS 39		 Reclassification Remeasurement(*2) Amount in
accordance with
IFRS 9		  

Classification in
accordance with

IAS 39

 

Classification in
accordance with

IFRS 9

 Amount in
accordance with
IAS 39		 Reclassification Remeasurement(*2) Amount in
accordance with
IFRS 9		 

Deposit

 

Loans and receivables

 

Loan and other financial assets at amortized cost

  8,870,835   —   —   8,870,835  

Loans and receivables

 

Loan and other financial assets at amortized cost

  8,870,835   —   —   8,870,835 

Deposit

 

Financial assets at FVTPL

 

Financial assets at FVTPL

  25,972   —   —   25,972  

Financial assets at FVTPL

 

Financial assets at FVTPL

  25,972   —   —   25,972 

Debt securities

 

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  2,654,027   —   —   2,654,027  

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  2,654,027   —   —   2,654,027 

Equity securities

 

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  47,304   —   —   47,304  

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  47,304   —   —   47,304 

Derivative assets

 

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  3,115,775   (2,137)   —   3,113,638  

Financial assets at FVTPL

 

Financial assets at FVTPL(*1)

  3,115,775   (2,137)   —   3,113,638 

Equity securities

 

AFS financial assets

 

Financial assets at FVTPL(*1)

  1,273,498   1,219   —   1,274,717  

AFS financial assets

 

Financial assets at FVTPL(*1)

  1,273,498   1,219   —   1,274,717 

Equity securities

 

AFS financial assets

 

Financial assets at FVTOCI

  850,207   —   —   850,207  

AFS financial assets

 

Financial assets at FVTOCI

  850,207   —   —   850,207 

Debt securities

 

AFS financial assets

 

Financial assets at FVTPL

  46,855   —   —   46,855  

AFS financial assets

 

Financial assets at FVTPL

  46,855   —   —   46,855 

Debt securities

 

AFS financial assets

 

Financial assets at FVTOCI

  12,874,209   —   —   12,874,209  

AFS financial assets

 

Financial assets at FVTOCI

  12,874,209   —   —   12,874,209 

Debt securities

 

AFS financial assets

 

Securities at amortized cost

  308,181   —   14,119   322,300  

AFS financial assets

 

Securities at amortized cost

  308,181   —   14,119   322,300 

Debt securities

 

HTM financial assets

 

Securities at amortized cost

  16,749,296   —   —   16,749,296  

HTM financial assets

 

Securities at amortized cost

  16,749,296   —   —   16,749,296 

Loans

 

Loans and receivables

 

Financial assets at FVTPL(*1)

  279,032   918   50   280,000  

Loans and receivables

 

Financial assets at FVTPL(*1)

  279,032   918   50   280,000 

Loans

 

Loans and receivables

 

Loan and other financial assets at amortized cost

  253,014,491   —   —   253,014,491  

Loans and receivables

 

Loan and other financial assets at amortized cost

  253,014,491   —   —   253,014,491 

Derivative assets (Designated for hedging)

 

Derivative assets (Designated for hedging)

 

Derivative assets (Designated for hedging)

  59,272   —   —   59,272  

Derivative assets (Designated for hedging)

 

Derivative assets (Designated for hedging)

  59,272   —   —   59,272 

Other financial assets

 

Loans and receivables

 

Loan and other financial assets at amortized cost

  6,772,088   —   —   6,772,088  

Loans and receivables

 

Loan and other financial assets at amortized cost

  6,772,088   —   —   6,772,088 
   

 

  

 

  

 

  

 

    

 

  

 

  

 

  

 

 

Total financial assets

Total financial assets

 306,941,042   —  14,169  306,955,211 

Total financial assets

 306,941,042   —  14,169  306,955,211 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

Classification in
accordance with

IAS 39

 

Classification in
accordance with

IFRS 9

 Amount in
accordance with
IAS 39		 Reclassification Remeasurement(*2) Amount in
accordance with
IFRS 9		  

Classification in
accordance with

IAS 39

 

Classification in
accordance with

IFRS 9

 Amount in
accordance with
IAS 39		 Reclassification Remeasurement(*2) Amount in
accordance
with IFRS 9		 

Deposit due to customers

 

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  25,964   —   —   25,964  

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  25,964   —   —   25,964 

Deposit due to customers

 

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  234,695,084   —   —   234,695,084  

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  234,695,084   —   —   234,695,084 

Borrowings

 

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  14,784,706   —   —   14,784,706  

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  14,784,706   —   —   14,784,706 

Debentures

 

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  91,739   —   —   91,739  

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  91,739   —   —   91,739 

Debentures

 

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  27,869,651   —   —   27,869,651  

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  27,869,651   —   —   27,869,651 

Equity-linked securities

 

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  160,057   —   —   160,057  

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  160,057   —   —   160,057 

Derivatives liabilities

 

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  3,150,149   —   —   3,150,149  

Financial liabilities at FVTPL

 

Financial liabilities at FVTPL

  3,150,149   —   —   3,150,149 

Derivatives liabilities (Designated for hedging)

 

Derivatives liabilities (Designated for hedging)

 

Derivatives liabilities (Designated for hedging)

  67,754   —   —   67,754  

Derivatives liabilities (Designated for hedging)

 

Derivatives liabilities (Designated for hedging)

  67,754   —   —   67,754 

Other financial liabilities

 

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  13,892,461   —   —   13,892,461  

Financial liabilities at amortized cost

 

Financial liabilities at amortized cost

  13,892,461   —   —   13,892,461 

Provision for financial guarantee

 

Provision

 

Financial liabilities at amortized cost

  71,697   —   —   71,697  

Provision

 

Financial liabilities at amortized cost

  71,697   —   —   71,697 
   

 

  

 

  

 

  

 

    

 

  

 

  

 

  

 

 

Total financial liabilities

Total financial liabilities

 294,809,262               —               —  294,809,262 

Total financial liabilities

 294,809,262   —   —  294,809,262 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)

Under IAS 39, the embedded derivatives out of hybrid financial instruments were accounted for as derivative assets or liabilities if the criteria for separation of the embedded derivatives were met; and the host contracts in those instruments were recorded asavailable-for-sale financial assets or loans and receivables respectively. However, since IFRS 9 requires financial instruments to be accounted for based on the terms of the entire financial instrument, hybrid financial assets are revalued and classified as financial assets at fair value through profit or loss.

(*2)

The remeasurement effect due to expected credit losses is not included (The remeasurement effect of expected credit losses is as follows: b) Impairment of financial assets).

At the date of the initial application of IFRS 9, there were no financial assets or liabilities measured at FVTPL that were reclassified to FVTOCI or amortized cost category.

The financial assets at FVTPL or FVTOCI that are reclassified to the amortized cost measurement category as of the date of initial application of IFRS 9, and the related valuation gain or loss and fair value of the financial assets as of December 31, 2018 had it not been reclassified, are as follows (Unit: Korean Won in millions):

 

Account subject

  

Category before the adoption of
IFRS 9

  Amount of valuation gain/loss
had it not been reclassified		   Fair value   

Category before the adoption of
IFRS 9

  Amount of valuation gain/loss
had it not been reclassified		   Fair value 

Debt securities(*)

  AFS financial assets   2    257,665   AFS financial assets   2    257,665 

 

(*)

Those financial assets that are removed from the books as of December 31, 2018 are not presented in the table above.

b) Impairment of financial assets

The impairment model under IFRS 9 reflects expected credit losses, as opposed to incurred credit losses under IAS 39. Under the impairment approach in IFRS 9, it is no longer necessary for a credit event to have occurred before credit losses are recognized. Instead, the Group accounts for expected credit losses and changes in those expected credit losses. The amount of expected credit losses should be updated at each reporting date to reflect changes in credit risk since initial recognition.

The Group is required to recognize the expected credit losses for financial instruments measured at amortized cost or FVTOCI (debt instrument), and unused loan commitments and financial guarantee contracts that are subject to the impairment provisions of IFRS 9. In particular, IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses (ECL) if the credit risk on that financial instrument has increased significantly since initial recognition, or if the financial instrument is a purchased or originated credit-impaired financial asset. If the credit risk of a financial instruments does not increase significantly after initial recognition (excluding “purchased or originated credit-impaired loans”— - for financial assets already impaired at initial recognition), the Group measures the loss allowance on the financial instruments at the amount equivalent to the expected12-month credit loss.

Management assessed the impairment of the Group’s financial assets, lending arrangements and financial guarantees at the date of initial application by using reasonable and supportive measures that can be used without undue cost or effort in determining the credit risk of the financial instruments at initial recognition in accordance with IFRS 9 and in comparing above credit risk with the credit risk at the date of initial application. As of January 1, 2018, the results of the assessment are as follows (Unit: Korean Won in millions):

 

 

Classification in
accordance with

IAS 39

 

Classification in
accordance with
IFRS 9

 Loss allowance
in accordance
with IAS 39
(A)		 Loss allowance
in accordance
with IFRS 9
(B)		 Increases
(B-A)		  

Classification in
accordance with
IAS 39

 

Classification in
accordance with

IFRS 9

 Loss allowance
in accordance
with IAS
39(A)		 Loss allowance
in accordance
with IFRS 9
(B)		 Increases
(B-A)		 

Deposit

 

Loans and receivables

 

Loans and other financial assets at amortized cost

  2,458   3,092   634  

Loans and receivables

 

Loans and other financial assets at amortized cost

  2,458   3,092   634 

Debt securities AFS securities

 

AFS financial assets

 

Financial assets at FVTOCI

  —  4,236  4,236  

AFS financial assets

 

Financial assets at FVTOCI

  —  4,236  4,236 

HTM securities

 

HTM financial assets

 

Securities at amortized cost

  —   5,078   5,078  

HTM financial assets

 

Securities at amortized cost

  —   5,078   5,078 

Loans and other financial assets

 

Loans and receivables

 

Loans and other financial assets at amortized cost

  1,827,785   2,076,873   249,088  

Loans and receivables

 

Loans and other financial assets at amortized cost

  1,827,785   2,076,873   249,088 

Payment guarantee

    183,247   192,924   9,677     183,247   192,924   9,677 

Loan commitment

   66,115  104,985  38,870    66,115  104,985  38,870 
   

 

  

 

  

 

    

 

  

 

  

 

 

Total

Total

  2,079,605   2,387,188   307,583 

Total

  2,079,605   2,387,188   307,583 
 

 

  

 

  

 

  

 

  

 

  

 

 

c) Classification and measurement of financial liabilities

One of the major changes related to the classification and measurement of financial liabilities as a result of the adoption of IFRS 9 is the accounting for change in the fair value of financial liabilities designated as at fair value through profit or loss due to the changes in issuer’s own credit risk. The Group recognizes the effect of changes in the credit risk of financial liabilities designated as at FVTOCI in other comprehensive income, except for cases where it creates or enlarges accounting mismatch of the profit or loss. Changes in fair value due to credit risk of financial liabilities are not subsequently reclassified to profit or loss, but are reclassified as retained earnings when financial liabilities are derecognized.

In accordance with IAS 39, the entire of changes in fair value of financial liabilities designated as at FVTPL are recognized in profit or loss. As of January 1, 2018, the Group designated 251,796 million Korean Won of FVTPL out of 294,813,795 million of financial liabilities to be measured at FVTPL, and recognized 133 million Korean Won as accumulated other comprehensive loss in relation to the changes in own credit risk of financial liabilities.

d) Hedge accounting

The new hedge accounting model maintains three types of hedge accounting. However, it introduced more flexibility in the types of transactions that are eligible for hedge accounting and expanded the types of hedging instruments andnon-financial hedge items that qualify for hedge accounting. The standard related to the evaluation of hedge accounting has been amended as a whole, where it is now replaced by the principle of “economic relationship” between the hedged item and the hedging instrument. Retrospective assessment of the hedging effectiveness is no longer required. Additional disclosure requirements have been introduced in relation to the Group’s risk management activities.

In accordance with the transitional provisions of IFRS 9 on hedge accounting, the Group adopted the hedge accounting provisions of IFRS 9 prospectively from January 1, 2018. As of the date of initial application, the Group concluded that the hedging relationship in accordance with IAS 39 is appropriate for hedge accounting under IFRS 9, thus the hedging relationship is considered to exist continually. Since the major conditions for hedging instruments and the hedged items are consistent, all hedging relationships are consistent within the effectiveness assessment requirements of IFRS 9. The Group has not designated a hedging relationship in accordance with IFRS 9 in which the hedge relationship would not have met the requirements for hedge accounting under IAS 39.

e) Effect on equity as a result of adoption of IFRS 9

The effect on equity due to the adoption of IFRS 9 as of January 1, 2018 is as follows (Unit: Korean Won in millions):

 

Impact on accumulated other comprehensive loss due to financial assets at FVTOCI, etc.

 

   Amount 

Balance as of December 31, 2017 (prior to IFRS 9)

   (89,723) 

Adjustments

   (392,177) 

Reclassification ofavailable-for-sale financial assets to financial assets at FVTPL

   (152,124) 

Recognition of expected credit losses of debt securities at FVTOCI

   4,293 

Reclassification of available for sale financial assets(equity securities) to financial assets at FVTOCI

   (397,508) 

Effect on changes in credit risk of financial liabilities at fair value through profit or loss designated as upon initial recognition

   (133) 

Others

   3,499 

Income tax effect

   149,796 
  

 

 

 

Balance as of January 1, 2018 (based on IFRS 9)

   (481,900) 
  

 

 

 

Retained earnings impact

 

   Amount 

Balance as of December 31, 2017 (prior to IFRS 9)

   15,620,006 

Adjustments

   177,091 

Reclassification ofavailable-for-sale financial assets to financial assets at FVTPL

   152,124 

Recognition of expected credit losses of debt instruments at FVTOCI

   (4,293) 

Reclassification ofavailable-for-sale financial assets(equity securities) to financial assets at FVTOCI

   397,508 

Effect on revaluation of financial assets at amortized cost from loan and receivables or AFS financial assets

   282 

Recognition of expected credit losses of financial assets at amortized cost which were previously loan and receivables

   (240,683) 

Effect on provision for guarantees and unused loan commitments on liabilities

   (48,548) 

Effect on changes in credit risk of financial liabilities at fair value through profit or loss designated as upon initial recognition

   133 

Others

   (4,950) 

Income tax effect

   (74,482) 
  

 

 

 

Balance as of January 1, 2018 (based on IFRS 9)

   15,797,097 
  

 

 

 

Adoption of IFRS 15—Revenue from contracts with customers (enacted)

The Group adopted the requirements using the modified retrospective method, with the effect of initial application recognized on the date of initial application and without restatement of the comparative periods. Also, this standard is retroactively applied to contracts which are not completed as of the date of initial application, but practical expedient is used so that contract modifications made before the date of initial application are not retroactively restated.

Accordingly, the Group has not retroactively restated the comparative consolidated financial statements presented herein.

The effects of the adoption of IFRS 15 by Woori Card Co. Ltd., a subsidiary of Woori Bank, are as follows. Woori Card Co. Ltd. has modified its accounting policies related to the customer loyalty program, whereby rewards and points provided to the users of the card are deducted from revenue due to the fact that these are regarded as consideration provided to the customer. As a result of the aforementioned accounting policy modification, Fees and Commission Received on Credit Card and Fees and Commission Paid for Credit Card are both reduced by 525,978 million Won. On the other hand, accounting change modifications resulting from the adoption of IFRS 15 did not have any significant effect on the Consolidated Statement of Financial Position, the capital and the Consolidated Statement of Cash Flows.

Amendments to IFRS 2—Classification and Measurement of Share-based Payment Transactions

The amendments clarify that: 1) When measuring the fair value of share-based payment, the effects of vesting andnon-vesting conditions on the measurement of cash-settled share-based payment should be consistent with the measurement of equity-settled share-based payment; 2) When an entity has an obligation to pay the employee’s withholding tax to the tax authority for the employee’s equity-settled share-based payment, the transaction shall be classified in its entirety as an equity-settled share-based payment transaction if it would have been so classified in the absence of the net settlement feature; and 3) When a cash-settled share-based payment changes to an equity-settled share-based payment because of modifications of the terms and conditions, the original liability recognized is derecognized and the equity-settled share-based payment is recognized at the modification date fair value. Any difference between the carrying amount of the liability at the modification date and the amount recognized in equity at the same date would be recognized in profit and loss immediately.

Amendments to IAS 40—Investment Property

The amendments clarify that a transfer to, or from, investment property necessitates an assessment of whether a property meets the definition of investment property, supported by observable evidence that a change in use has occurred. The amendments further clarify that the situations listed in IAS 40 are not exhaustive and that a change in use is possible for properties under construction (i.e. a change in use is not limited to completed properties).

Amendments to IFRIC 22—Foreign Currency Transactions and Advance Consideration

The interpretation addresses how to determine the ‘date of transaction’ for the purpose of determining the exchange rate to use on initial recognition of an asset, expense or income (or part of them) as a result of the derecognition of anon-monetary asset ornon-monetary liability (e.g., anon-refundable deposit or deferred revenue) which were previously recognized due to the fact that consideration was paid or received in advance in a foreign currency. The interpretation specifies that the date of transaction is the date on which the entity initially recognizes thenon-monetary asset ornon-monetary liability arising from the payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the interpretation requires an entity to determine the date of transaction for each payment or receipt of advance consideration.

Annual Improvements to IFRS 2014-2016 Cycle

The amendments include partial amendments to IFRS 1 ‘First-time Adoption of IFRS’ and IAS 28 ‘Investments in Associates and Joint Ventures.’ Amendments to IAS 28 provide that an investment company such as a venture capital investment vehicle may selectively designate each of its investment in associates and/or joint ventures to be measured at fair value through profit or loss mandatorily measured at fair value, and that such designation must be made at the time of each investment’s initial recognition. In addition, whennon-investment companies apply equity method to investment in associates and/or joint ventures that are investment companies, these companies may apply the same fair value measurement used by the said associates to value their own subsidiaries. This accounting treatment may be selectively applied to each associate.

The amendments, except for IFRS 9 and IFRS 15, do not have significant impact on the consolidated financial statements of the Group.

2) The Group has not applied the following IFRS that have been issued but are not yet effective:

IFRS 16—Leases(enacted)

IFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees. IFRS 16 will supersede the current lease guidance including IAS 17 Leases and the related interpretations, and will be applied to periods beginning on or after January 1, 2019.

The Group plans to apply modified retrospective approach as of January 1, 2019 in accordance with IFRS 16. Therefore, the cumulative effect of applying IFRS 16 will be adjusted in the retained earnings (or, where appropriate, other components of equity) at the date of initial application, and the comparative financial statements will not be restated.

IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled by a customer. Distinctions of operating leases and finance leases are removed for lessee accounting, and is replaced by model where aright-of-use asset and corresponding liability have to be recognized for all leases by lessees except for short-term leases and leases of low value assets.

Theright-of-use asset is initially measured at cost and subsequently measured at cost (subject to certain exceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease

liability. The lease liability is initially measured at the present value of the lease payments that are not paid at that date. Subsequently, the lease liability is adjusted for interest and lease payments, as well as the impact of lease modifications, amongst others. Furthermore, the classification of cash flows will also be affected as operating lease payments under IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portion which will be presented as financing and operating cash flows respectively.

In contrast to lessee accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, and continues to require a lessor to classify a lease either as an operating lease or a finance lease. Also, IFRS 16 requires expanded disclosures.

According to the preliminary assessment of the Group, the lease agreements entered into by the Group as of December 31, 2018 are expected to meet the definition of lease under the Standard, and accordingly, if the Group adopts the Standard, it applies to all leases except short-term leases and leases of low value assets, and the Group will recognize theright-of-use assets and related liabilities accordingly. As a result of an analysis of the impact on consolidated financial statements, the Group expectsright-of-use asset and lease liability to both increase by 338,914 million Won as of December 31, 2018.

The following enacted/amended standards are not expected to affect the Group:

•

IFRIC 23—Uncertainty over Income Tax Treatments (enacted)

•

Amendments toIFRS 9

•

Amendments toIAS 28

•

Amendments toIAS 19

•

Amendments to IFRS 15

Annual Improvements to IFRS 2015-2017 Cycle

These annual improvements contain partial amendments to IAS 12 ‘Income taxes’, IAS 23 ‘Borrowing costs’, IFRS 3(R) ‘Business combinations’ and IFRS 11 ‘Joint arrangements’.

(2) Basis of consolidated financial statement presentation

The consolidated financial statements incorporate the financial statements of Woori Financialthe Group and the entities (including structured entities) controlled by Woori Financial Group (and its subsidiaries, which is the “Group”).Group. Control is achieved where the Group 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 Group 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 Group 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 Group considers all relevant facts and circumstances in assessing whether or not the Group’s voting rights in an investee are sufficient to give it power, including:

 

The relative size of the Group’s holding of voting rights and dispersion of holdings of the other vote holders;

 

Potential voting rights held by the Group, other vote holders or other parties;

 

Rights arising from other contractual arrangements;

 

Any additional facts and circumstances that indicate that the Group 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 Group gains control until the date when the Group ceases to control the subsidiary. Profit or loss and each componentThe carrying amount of other comprehensive income are attributed to the owner of the Group and to thenon-controlling interests.interest after the acquisition is the amount initially recognized plus the amount of proportionate interest of thenon-controlling interest in the changes in equity since the acquisition. Total comprehensive income of subsidiaries is attributed to the owner of the Group and to thenon-controlling interests even if this results in thenon-controlling interests having a deficit balance.

Where 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.

Non-controlling interest of a subsidiary are separately identified from the equity of the Group.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 thenon-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on atransaction-by-transaction basis. Other types ofnon-controlling interests are measured at fair value. The carrying amount of thenon-controlling interest after the acquisition is the amount initially recognized with the amount entitled to the proportionate interest of thenon-controlling interest when there are changes in equity since the acquisition. Total comprehensive income of subsidiaries is attributed to the owner of the Group and to thenon-controlling interests even if this results in thenon-controlling interests having a deficit balance.

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 thenon-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which thenon-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 parent 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 anynon-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 Group 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 IFRS 9 Financial Instruments or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

(3) Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured as the sum of the acquisition-date fair values of the assets transferred by the Group in exchange for control of the acquiree, liabilities assumed by the Group for the former owners of the acquiree and the equity interests issued by the Group. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the acquiree’s identifiable acquires assets, liabilities and contingent liabilities that meet the condition for recognition under IFRS 3(R)3 are recognized at their fair value, except that:for the followings:

 

deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 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 IFRS 2 Share-based Payment at the acquisition date; and

 

non-current assets (or disposal groups) that are classified as held for sale are measured in accordance with IFRS 5‘Non-current Assets Held for Sale and Discontinued Operations are measured at the lower of their previous carrying amounts and fair value less costs to sell.Operations’

Any excess of the sum of the consideration transferred, the amount of anynon-controlling interest in the acquiree and the fair value of the Group’s previously held equity interest (if any) in the acquiree over the net of identifiable assets and liabilities assumed of the acquiree at the acquisition date is recognized as goodwill which is included in intangible assets.goodwill.

If, after reassessment, the Group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of anynon-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognized immediately in net income 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 thenon-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on atransaction-by-transaction basis. Other types ofnon-controlling interests are measured at fair value.

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 other than the above is remeasured at subsequent reporting dates 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 at fair value at the acquisition date (i.e., the date when the Group obtains control) and the resulting gain or loss, if any, is recognized in net income(or other comprehensive income, if applicable). Amounts arising from changes in value of interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are recognized, identical to the treatment assuming interests are sold directly.

In case where i) a common entity ultimately controls over all participating entities, or businesses, in a business combination transaction, prior to and after the transaction continuously, and ii) the control is not temporary, the transaction meets the definition of “business combination under common control” and it is deemed that the transaction only results in the changes in legal substance, and not economic substance, from the perspective of the ultimate controlling party. Thus, in such transactions, the acquirer recognizes the assets and liabilities of the acquiree in its financial statements at the book values as recognized in the ultimate controlling party’s consolidated financial statements, and the difference between the book value of consideration transferred to and the book value of net assets transferred in is recognized as equity.

If the initial accounting for a business combination is not completed by the end of the reporting period in which the business combination occurred, the Group reports in consolidated financial statements the provisional amount of items that have not been accounted for. If there is new information about the facts and circumstances that existed as of the acquisition date during the measurement period (see above), the Group retrospectively adjusts the provisional amounts recognized at the acquisition date or recognizes additional assets and liabilities to reflect the information that would have affected the measurement of the amount recognized at the acquisition date if it had already known at the acquisition date.

(4) Investments in joint ventures and associates

An associate is an entity over which the Group has significant influence, and that is not a subsidiary or a joint venture. Significant influence is the power to participate in making decision on the financial and operating policy of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to net assets relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

The net income of current period and the financial assets and liabilities of the joint ventures and 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 IFRS 5Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in the joint ventures and associates is initially recognized in the consolidated statements of financial position at cost and adjusted thereafter to recognize the Group’s share of the net assets of the joint ventures and associates and any impairment. When the Group’s share of losses of the joint ventures and associates exceeds the Group’s interest 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 joint ventures and associates.

Investment in joint ventures and associates are accounted for and applied with the equity method from the time the investee becomes an associate or a joint venture.

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 the joint ventures and associates 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 exists after the review, it is recognized immediately in net income.

The requirements of IAS 28- Investments in Associates and Joint Ventures to determine whether there has been a loss event are applied to identify whether it is necessary to recognize any impairment loss with respect to the Group’s investment in the joint ventures and associates. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36- Impairment of Assets as a single asset 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 is not allocated to any asset (including goodwill), which forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group ceases to use the equity method from the time it fails meet the definition of an associate or a joint venture. Upon a loss of significant influence over the joint ventures and associates, the Group discontinues the use of the equity method and measures at fair value of any investment that the Group retains in the former joint ventures and associates from the date when the Group loses significant influence. The fair value of the investment is regarded as its fair value on initial recognition as a financial asset in accordance with IFRS 9 Financial Instruments; Recognition and Measurement. The Group recognized differences between the carrying amount and fair value in net income and it is included in determination of the gain or loss on disposal of joint ventures and associates. The Group accounts for all amounts recognized in other comprehensive income in relation to that joint ventures and associates on the same basis as would be required if the joint ventures and associates had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income by an associate or a joint venture would be reclassified to net income on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to net income as a reclassification adjustment.

When the Group’s ownership of interest in an associate or a joint venture decreases but the Group continues to maintain significant influence over an associate or a joint venture, 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 decrease in ownership interest if the gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. Meanwhile, if interest on associate or joint venture meets the definition ofnon-current assetsasset held for sale, it is accounted for in accordance with IFRS 5.

The requirements of IAS 28—Investments in Associates and Joint Ventures to determine whether there has been a loss event are applied to identify whether it is necessary to recognize any impairment loss with respect to the Group’s investment in the joint ventures and associates. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36—Impairment of Assets as a single asset 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 is not allocated to any asset (including goodwill), which forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests.

When a subsidiary transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognized in the Group’s consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

The Group applies IFRS 9 ‘Financial Instruments’, including the impairment requirements, to its long-term investment interests in associates and joint ventures that form part of its net investment without applying the equity method. In addition, when applying IFRS 9 to long-term investments, the Group does not consider adjustments to the carrying amount required by IAS 28. Examples of such adjustments include an impairment assessment or an adjustment to the carrying amount of the long-term investment interest resulting from the allocation of losses to the investee in accordance with IAS 28.

(5) Investment in Joint operation

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control.

When the Group operates as a joint operator, it recognizes in relation to its interest in a joint operation:

 

its assets, including its share of any assets held jointly;

 

its liabilities, including its share of any liabilities incurred jointly;

 

its revenue from the sale of its share of the output arising from the joint operation;

 

its share of the revenue from the sale of the output by the joint operation; and

 

its expenses, including its share of any expenses incurred jointly.

The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint operation in accordance with the IFRSs and IASs applicable to the particular assets, liabilities, revenues and expenses.

When the Group enters into a transaction with a joint operation in which it is a joint operator, such as a sale or contribution of assets, it is conducting the transaction with the other parties to the joint operation and, as such, the Group recognizes gains and losses resulting from such a transaction only to the extent of the other parties’ interests in the joint operation.

When the Group enters into a transaction with a joint operation in which it is a joint operator, such as a purchase of assets, it does not recognize proportional share of profit or loss until the asset is sold to a third party.

(6) Revenue recognition

IAS 18 allowed recognition of fees and commission income, a revenue from contracts with customers, in accordance with the accrual principle. However, IFRS 15 applicable from the current period, requires the recognition of revenues based on transaction price allocated to the performance obligation when or as the Group performs that obligation to the customer. Since revenues other than those from contracts with customers, such as interest revenue and loan origination fee (cost), are measured through effective interest rate method, the revenue recognition principles are identical with those applied in the previous periods.method.

1) Revenues from contracts with customers

The Group recognizes revenue when the Group satisfies a performance obligation by transferring a promised good or service to a customer. When a performance obligation is satisfied, the Group shall recognizes

as a revenue the amount of the transaction price that is allocated to that performance obligation. The transaction price is the amount of consideration to which the Group expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.

The Group is recognizing revenue by major sources as shown below:

1) Fees and commission received for brokerage

The fees and commission received for agency are the amount of consideration or fee expected to be entitled to receive in return for providing goods or services to the other parties with the Group acting as an agency, such

as in the case of sales of bancassurance and beneficiary certificates. The majority of these fees and commission received for brokerage are from the business activities relevant to Consumer bankingBanking segment.

2) Fees and commission received related to credit

The fees and commission received related to credit mainly include the lending fees received from the loan activity and the fees received in the L/C transactions. Except for the fees and commission accounted for in calculating the effective interest rate, it is generally recognized when the performance obligation has been performed. The majority of these fees and commission received related to credit are from the business activities relevant to Consumer bankingBanking, Credit card and CorporateInvestment banking segment.

3) Fees and commission Receivedreceived for electronic finance

The fees and commission received for electronic finance include fees received in return for providing various kinds of electronic financial services through firm-banking and CMS. These fees are recognized as revenue immediately upon the completion of services. The majority of these fees and commission received for electronic finance are from the business activities relevant to Consumer bankingBanking and CorporateInvestment banking segment.

4) Fees and commission received on foreign exchange handling

The fees and commission received on foreign exchange handling consist of various fees incurred when transferring foreign currency. The point of processing the customer’s request is the time when performance obligation is satisfied, and revenue is immediately recognized when fees and commission are received after requests are processed. The business activities relevant to these fees and commission received on foreign exchange handling are substantially attributable to Corporate bankingBanking segment.

5) Fees and commission received on foreign exchange

The fees and commission received on foreign exchange consist of fees related to the issuance of various certificates, such as exchange, import and export performance certificates, purchase certificates, etc. The point of processing the customer’s request is the time when performance obligation is satisfied, and revenue is immediately recognized when fees and commission are received after requests are processed. The business activities relevant to these fees and commission received on foreign exchange are substantially attributable to Corporate bankingBanking segment.

6) Fees and commission received for guarantee

The fees and commission received for guarantee include the fees received for the various warranties. The activities related to the warranty consist mainly of performance obligations satisfied over time and fees and commission are recognized over the guarantee period. The business activities relevant to these fees and commission received for guarantee are substantially attributable to Corporate bankingBanking segment.

7) Fees and commission received on credit card

The fees and commission received on credit card consist mainly of merchant account fees and annual fees.

The Group recognizes merchant account fees by multiplying agreed commission rate to the amount paid by using the credit card. The annual fees are performance obligation satisfied over time and are recognized over agreed periods after the annual fees are paid in advance. The business activities relevant to these fees and commission received on credit card are substantially attributable to Credit cards segment.

8) Fees and commission received on securities business

The fees and commission received on securities business consist mainly of fees and commission for the sale of beneficiary certificates, and these fees are recognized when the beneficiary certificates are sold to customers. The business activities relevant to these fees and commission received on securities business are substantially attributable to ConsumerBanking and Investment banking segment.

9) Fees and commission from trust management

The fees and commission from trust management consist of fees and commission received in return for the operation and management services for entrusted assets. These operation and management services are performance obligations satisfied over time, and revenue is recognized over the service period. Among the fees and commission from trust management, variable considerations such as profit commission that are affected by the value of entrusted assets and base return of the future periods are recognized as revenue when limitations to the estimates are lifted. The majority of these fees and commission received for brokerage are from the business activities relevant to Consumer bankingBanking segment.

10) Fees and commission received on credit Information

The fees and commission received on credit Information are composed of the fees and commission received by performing credit investigation and proxy collection services. Credit investigation fees and commission are the amount received in return for verifying the information requested by the customer and are recognized as revenue at the time the verification is completed. Proxy collection service fees are recognized by multiplying the applicable rate to the collected amount at the time when collection services are completed. The majority of these fees and commission received for brokerage are from the business activities relevant to Consumer bankingother segment.

11) Other fees

Other fees are usually fees related to remittances, but include fees related to various other services provided to customers by the Group. These fees are recognized when transactions occur at the customers’ request and services are provided, at the same time when commission are received. These other fees occur across all operating segments and no single operating segment represent majority of other fees.segments.

2) Revenues from sources other than contracts with customers

1) Interest income

Interest income on financial assets measured at FVTOCI and financial assets at amortized costs is measured using the effective interest method.

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating the interest income over the expected life of the asset. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument’s initial unamortized cost over the expected period, or shorter if appropriate. Future cash flows include commissions and cost of reward points(limited to the primary component of effective interest rate) and other premiums or discounts that are paid or received between the contractual parties when calculating the effective interest rate, but does not include expected credit losses. All contractual terms of a financial instrument are considered when estimating future cash flows.

For purchased or originated credit-impaired financial assets, interest revenue is recognized by applying the credit-adjusted effective interest rate to the amortized cost of the financial asset from initial recognition. Even if the financial asset is no longer impaired in the subsequent periods due to credit improvement, the basis of interest revenue calculation is not changed from amortized cost to unamortized cost of the financial assets.

2) Loan origination fees and costs

The commission fees earned on loans, which is part of the effective interest of loans, is accounted for as deferred origination fees. Incremental costs related to the origination of loans are accounted for as deferred origination fees and is being added or deducted to/from interest income on loans using effective interest rate method.

(7) Accounting for foreign currencies

The Group’s consolidated financial statements are presented in Korean won,Won, which is the functional currency of the Group. At the end of each reporting period, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at its prevailing exchange rates at the date. The effective portion of the changes in fair value of a derivative that qualifies as a cash flow hedge and the foreign exchange differences on monetary items that form part of net investment in foreign operations are recognized in equity.

Assets and liabilities of the foreign operations subject to consolidation are translated into Korean Won at foreign exchange rates at the end of the reporting period. Except for situations in which it is required to use exchange rates at the date of transaction due to significant changes in exchange rates during the period, items that belong to profit or loss shall be measured by average exchange rate, with foreign exchange differences recognized as other comprehensive income and added to equity (allocated tonon-controlling interests, if appropriate). When foreign operations are disposed, the controlling interest’s share of accumulated foreign exchange differences related to such foreign operations will be reclassified to profit or loss, whilenon-controlling interest’s corresponding share will not be reclassified.

Adjustments to fair value of identifiable assets and liabilities, and goodwill arising from the acquisition of foreign operations will be treated as assets and liabilities of the corresponding foreign operation, and is translated using foreign exchange rates at the end of the period. The foreign exchange differences are recognized in equity.other comprehensive income.

(8) Cash and cash equivalents

The Group is classifying cash on hand, demand deposits, interest-earning deposits with original maturities of up to three months on acquisition date, and highly liquid investments that are readily convertible to known amounts of cash and subject to an insignificant risk of changes in value as cash and cash equivalents.

(9) Financial assets and financial liabilities

The Group’s accounting policies in accordance with the newly adopted IFRS 9 for the years ended December 31, 2018 and 2019 are as follows:

1) Financial assets

A regular way purchase or sale of financial assets is recognized or derecognized on the trade or settlement date. A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose term requires delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

On initial recognition, financial assets are classified into financial assets at FVTPL, financial assets at FVTOCI, and financial assets at amortized cost.cost according to its business model and contractual cash flows.

a) Business model

The Group evaluates the way business is being managed, and the purpose of the business model for managing a financial asset best reflects the way information is provided to the management at its portfolio level. Such information considers the following:

 

The accounting policies and purpose specified for the portfolio, the actual operation of such policies. This includes strategy of the management focusing on the receipt of contractual interest revenue, maintaining a certain level of interest income, matching the duration of financial assets and the duration of corresponding liabilities to obtain the asset, and outflow or realization of expected cash flows from disposal of assets

 

The way the performance of a financial asset held under the business model is evaluated, and the way such evaluation is being reported to the management

 

The risk affecting the performance of the business model (and financial assets held under the business model), and the way such risk is being managed

 

The compensation plan for the management (e.g. whether the management is being compensated based on the fair value of assets or based on contractual cash flows received)

 

Frequency, amount, timing and reason for sale of financial assets in the past, and forecast of future sale activities.

b) Contractual cash flows

The principal is defined to be the fair value of a financial assets at initial recognition. Interest is not only composed of consideration for the time value of money, consideration for the credit risk related to remaining principal at a certain period of time, and consideration for other cost (e.g. liquidity risk and cost of operation) and fundamental risk associated with lending, but also profit.

When evaluating whether contractual cash flows are solely payments of principal and interests, the Group considers the contractual terms of the financial instrument. When a financial asset contains contractual conditions that modify the timing and amount of contractual cash flows, it is required to determine whether contractual cash flows that arise during the remaining life of the financial instrument due to such contractual condition are solely payments of principal and interest. The Group considers the following elements when evaluating the above:

 

Conditions that lead to modification of timing or amount of cash flows

 

Contractual terms that adjustsadjust contractual nominal interest, including floating rate featurefeatures

 

Early payment features and maturity extension features

 

Contractual terms that limit the Group’s claim on cash flows arising from certain assets (e.g.non-recourse feature)

1) Financial assets at FVTPL

The Group is classifying those financial assets that are not classified as either financial assets at amortized cost or financial assets at FVTOCI, and those designated to be measured at FVTPL, as financial assets at FVTPL. Financial assets at FVTPL are measured at fair value, and related profit or loss is recognized in net income. Transaction costs related to acquisition at initial recognition is recognized in net income immediately upon its occurrence.

It is possible to designate a financial asset as financial asset at FVTPL if at initial recognition: (a) it is possible to remove or significantly reduce recognition or measurement mismatch that may otherwise have occurred if not for its designation as financial asset at FVTPL; (b) the financial asset forms part of the Group’s

financial instrument group (A(a group composed of a combination of financial asset or liability), is measured at fair value and is being evaluated for its performance, and such information is provided internally; and (c) the financial asset is part of a contract that contains one or more of embedded derivatives, and is a hybrid contract in which designation as financial asset at FVTPL is allowed under IFRS 9 ‘Financial Instruments’. However, the designation is irrevocable.

2)2 Financial assets at FVTOCI

When financial assets are held under a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and when contractual cash flows from such financial assets are solely payments of principal and interest, the financial assets are classified as financial assets at FVTOCI. Also, for investments in equity instruments that are not held for short-term trade, an irrevocable election is available at initial recognition to present subsequent changes in fair value as other comprehensive income.

At initial recognition, financial assets at FVTOCI is measured at its fair value plus any direct transaction cost, and is subsequently measured in fair value.

However, for equity instruments that do not have a quotation in an active market and in which fair value cannot be measured reliably, they are measured at cost. The income tax effects related to the changes in fair value except for profit or loss items such as impairment losses (reversals), interest revenue calculated by using effective interest method, and foreign exchange gain or loss and related income tax effectsabout debt instrument are recognized as other comprehensive income until the asset’s disposal. Upon derecognition, the accumulated other comprehensive income is reclassified from equity to net income for FVTOCI (debt instrument), and reclassified within the equity for FVTOCI (equity instruments).

3)3 Financial assets at amortized cost

When financial assets are held under a business model whose objective is to hold financial assets in order to collect contractual cash flows, and when contractual cash flows from such financial assets are solely payments of principal and interest, the financial assets are classified as financial assets at amortized cost. At initial recognition, financial assets at amortized cost are recognized at fair value plus any direct transaction cost. Financial assets at amortized cost is presented at amortized cost using effective interest method, less any loss allowance.

2) Financial liabilities

At initial recognition, financial liabilities are classified into either financial liabilities at FVTPL or financial liabilities at amortized cost.

Financial liabilities are usually classified as financial liabilities at FVTPL when they are acquired with a purpose to repurchase them within a short period of time, when they are part of a certain financial instrument portfolio that is actually and recently being managed with a purpose of short-term profit and joint management by the Group at initial recognition, and when they are derivatives that do not qualify as hedging instruments. Financial liabilities at FVTPL are measured at fair value plus direct transaction cost at initial recognition, and are subsequently measured at fair value. Profit or loss arising from financial liabilities at FVTPL is recognized in net income when occurred.

It is possible to designate a financial liability as financial liability at FVTPL if at initial recognition: (a) it is possible to remove or significantly reduce recognition or measurement mismatch that may otherwise have occurred if not for its designation as financial liability at FVTPL; (b) the financial asset forms part of the Group’s financial instrument group (A(a group composed of a combination of financial asset or liability) according to the Group’s documented risk management or investment strategy, is measured at fair value and is being evaluated for its performance, and such information is provided internally; and (c) the financial liability is part of a contract that contains one or more of embedded derivatives, and is a hybrid contract in which designation as financial liability at FVTPL is allowed under IFRS 9 ‘Financial Instruments’.

Financial liabilities designated as at FVTPL are initially recognized at fair value, with any direct transaction cost recognized in profit or loss, and are subsequently measured at fair value. Any profit or loss from financial liabilities at FVTPL are recognized in profit or loss.

Financial liabilities not classified as financial liabilities at FVTPL are measured at amortized cost. The Group is classifying liabilities such as deposits due to customers, borrowings and debentures as financial liabilities at amortized cost.

3) Reclassification

Financial assets are not reclassified after initial recognition unless the Group modifies the business model used to manage financial assets. When the Group modifies the business model used to manage financial assets, all affected financial assets are reclassified on the first day of the first reporting period after the modification.

4) Derecognition

Financial assets are derecognized when contractual rights to cash flows from the financial assets are expired, or when substantially all of risk and reward for holding financial assets is transferred to another entity as a result of a sale of financial assets. If the Group does not have and does not transfer substantially all of the risk and reward of holding financial assets with control of the transferred financial assets retained, the Group recognizes financial assets to the extent of its continuing involvement. If the Group holds substantially all the risk and reward of holding a financial asset, it continues to recognize that asset and proceeds are accounted for as collateralized borrowings.

When a financial asset is fully derecognized, the difference between the book value and the sum of proceeds and accumulated other comprehensive income is recognized as profit or loss in case of FVTOCI (debt instruments), and as retained earnings for FVTOCI (equity instruments).

In case when a financial asset is not fully derecognized, the Group allocates the book value into amounts retained in the books and removed from the books, based on the relative fair value of each portion at the date of sale, and based on the degree of continuing involvement. For the derecognized portion of the financial assets, the difference between its book value and the sum of proceeds and the portion of accumulated other comprehensive income attributable to that portion will be recognized in profit or loss in case of debt instruments and recognized in retained earnings in case of equity instruments. The accumulated other comprehensive income is distributed to the portion of book value retained in the books, and to the portion of book value removed from the books.

The Group derecognizes financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in profit or loss.

When the Group exchanges with the existing lender one debt instrument into another one with the substantially different terms, such exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash flows under the new terms, including any fees paid net of any fees received and discounted using the original effective rate is at least 10 percent different from the discounted present value of the remaining cash flows of the original financial liability.liability

5) Fair value of financial instruments

Financial assets at FVTPL and financial assets at FVTOCI are measured and presented in consolidated financial statements at their fair values, and all derivatives are also subject to fair value measurement.

Fair value is defined as the price that would be received to exchange an asset or paid to transfer a liability in a recent transaction between independent parties that are reasonable and willing. Fair value is the transaction price of identical financial assets or financial liabilities generated in an active market. An active market is a market where trade volume is sufficient and objective price information is available due to the fact that bid and ask price differences are small.

When trade volume of a financial instrument is low, when transaction prices within the market show large differences among them, or when it cannot be concluded that a financial instrument is being traded within an active market due to disclosures being extremely shallow, fair value is measured using valuation techniques based on alternative market information or using internal valuation techniques based on general and observable information obtained from objective sources. Market information includes maturity and characteristics, duration, similar yield curve, and variability measurement of financial instruments of similar nature. Fair value amount contains unique assumptions on each entity (the Group concluded that it is using assumptions applied in valuing financial instruments in the market, or risk-adjusted assumptions in case marketability does not exist).

The market approach and income approach, which are valuation techniques used to estimate the fair value of financial instruments, both require significant judgment. Market approach measures fair value using either a recent transaction price that includes the financial instrument, or observable information on comparable firm or assets. Income approach measures fair value through discounting future cash flows with a discount rate reflecting market expectations, and revenue, operating income, depreciation, capital expenditures, income tax, working capital and estimated residual value of financial investments are being considered when deriving future cash flows. Valuation techniques such as the above include estimates based on the financial instruments’ complexity and usefulness of observable information in the market.

The valuation techniques used in the evaluation of financial instruments are explained below.

a) Financial assets at FVTPL and Financial assets at FVTOCI

The fair value of equity securities included in financial assets at FVTPL and financial assets at FVTOCI category is recognized in the statement of financial position at its available market price. Debt securities traded in theover-the-counter market are generally recognized at an amount computed by an independent appraiser. Especially, whenWhen the Group uses the fair value determined by independent appraisers, the Group usually obtains three values from three different appraisers for each financial instrument, and selects the minimum amount without making additional adjustments. For equity securities without marketability, the Group uses the amount determined by the independent appraiser. The Group verifies the prices obtained from appraisers in various ways, including the evaluation of independent appraisers’ competency, indirect verification through comparison between appraisers’ price and other available market information, and reperformance donereperformed by employees who have knowledge of valuation models and assumptions that appraisers used.

b) Derivatives

The Group’s transactions involving derivatives such as futures and exchange traded options are measured at market value. For exchange traded derivatives classified as level 2 in the fair value hierarchy, the fair value is estimated using internal valuation techniques. If there are no publicly available market prices because they are tradedover-the-counter, fair value is measured through internal valuation techniques. When using internal valuation techniques to derive fair value, the types of derivatives, base interest rate or characteristics of prices, or stock market indices are considered. When variables used in the internal valuation techniques are not observable information in the market, such variables may contain significant estimates.

c) Adjustment of valuation amount

The Group is exposed to credit risk when a counterparty to a derivative contract does not perform its contractual obligation, and the exposure amount is equal to the amount of derivative asset recognized in the

statement of financial position. When the Group earns income through valuation of derivatives, such income is recognized as derivative asset in the statement of financial position. Some of the derivatives are traded in the market, but most of the derivatives are measured at estimated fair value derived from internal valuation models that use observable information in the market. As such, in order to estimate the fair value there should be an adjustment made to incorporate counterparty’s credit risk, and credit risk adjustment is being considered when valuing derivative assets such asover-the counter derivatives. The amount of financial liabilities is also adjusted by the Group’s own credit risk when valuing them.

The amount of adjustment is derived from counterparty’s probability of default and loss given default. This adjustment considers contractual matters that are designed to reduce the Group’s exposure to each counterparty’s credit risk. When derivatives are under master netting arrangement, the exposure used in the computation of credit risk adjustment is a net amount after adding/deducting cash collateral received (or paid) from loss(or gain) position derivatives with the same counterparty.

6) Expected credit losses on financial assets

The Group recognizes loss allowance on expected credit losses for the following assets:

 

Financial assets at amortized cost

 

Debt instruments measured at FVTOCI

 

Contract assets as defined by IFRS 15

Expected credit losses are weighted-average value of a range of possible results, considering the time value of money, and are measured by incorporating information on current conditions and forecasts of future economic conditions that are available without undue cost or effort.

The methods to measure expected credit losses are classified into following three categories in accordance with IFRS:

 

General approach: Financial assets that does not belong to below two models and unused loan commitments

 

Simplified approach: When financial assets are either trade receivables, contract assets or lease receivables

 

Credit impairment model: Purchased or originated credit-impaired financial assets

The measurement of loss allowance under general approach is differentiated depending on whether the credit risk has increased significantly after initial recognition. That is, loss allowance is measured based on12-month expected credit loss when the credit risk has not increased significantly after initial recognition, while loss allowance is measured at lifetime expected credit loss when credit risk has increased significantly. Lifetime is the expected remaining life of the financial instrument up to the maturity date of the contract.

The measurement of loss allowance under simplified approach is always based on lifetime expected credit loss, and loss allowance under credit impairment model is measured as the cumulative change in lifetime expected credit loss since initial recognition.

a) Measurement of expected credit losses on financial asset at amortized cost

The expected credit losses on financial assets at amortized cost is measured by the difference between the contractual cash flows during the period and the present value of expected cash flows. Expected cash inflows are computed for individually significant financial assets in order to calculate expected credit losses.

When financial assets that are not individually significant, they are included in a group of financial assets with similar credit risk characteristics and expected credit losses of the group are calculated collectively.

Expected credit losses are deducted through loss allowance account, and when the financial asset is determined to be uncollectible, the loss allowance is written off from the books along with the related financial asset. When loan receivable previously written off is subsequently collected, the related loss allowance is increased and changes in loss allowance are recognized in profit or loss.

b) Measurement of expected credit losses on financial asset at FVTOCI

The measurement method of expected credit loss is identical to financial asset at amortized cost, but changes in the loss allowance is recognized in other comprehensive income. When financial assets at FVTOCI is disposed or repaid, the related loss allowance is reclassified from other comprehensive income to net income.

The comparative financial statements for the year ended December 31, 2017 are prepared in accordance with IAS 39.39 as follows:

1) Financial assets

A regular way purchase or sale of financial assets is recognized or derecognized on the trade or settlement date. A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose term requires delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

On initial recognition, financial assets are classified into financial assetsheld-for-trading, designated as at fair value through profit or loss (“FVTPL”), AFSAvailable-for-sale (“AFS”) financial assets,held-to-maturity (“HTM”) investments and loans and receivables.

1)a) Financial assets at FVTPL

The Group classifies financial assets as financial assets measured at FVTPL when they are either held for trading or designated to be measured at FVTPL. Financial assets acquired with the purpose of selling in the near term are classified as financial assets held for trading, and are measured at fair value with related valuation gain or loss recognized in net income. Any transaction cost related to the acquisition of financial assets at initial recognition is recognized in net income upon its occurrence.

A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if: (a) such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or (b) 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 (c) it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial assets designated by the Group on initial recognition as at FVTPL are recognized at fair value, with transaction costs recognized in net income, and are subsequently measured at fair value. Gains and losses on financial assets that are designated as at FVTPL are recognized in net income as they arise.

2)b) AFS financial assets

Financial assets that are not classified as HTM, financial assets at FVTPL, or loans and receivables, are classified as AFS. Financial assets can be designated as AFS on initial recognition. AFS financial assets are initially recognized at fair value plus directly related transaction costs. They are subsequently measured at fair

value. Unquoted equity investments whose fair value cannot be measured reliably are carried at cost and classified as AFS financial assets. Impairment losses in monetary andnon-monetary AFS financial assets and dividends onnon-monetary financial assets are recognized in net income. Interest revenue on monetary financial assets is calculated using the effective interest method. Other changes in the fair value of AFS financial assets and any related tax are reported in a separate component of shareholders’ equity until disposal, when the cumulative gain or loss is recognized in net income.

3)c) HTM financial assets

A financial asset may be classified as a HTM investment only if it has fixed or determinable payments, a fixed maturity, and the Group has the positive intention and ability to hold the financial asset to maturity. HTM investments are initially recognized at fair value plus directly related transaction costs. They are subsequently measured at amortized cost using the effective interest method less any impairment losses.

4)d) Loans and other 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 asheld-for-trading, or designated as at FVTPL. Loans and receivables are initially recognized at fair value plus directly related transaction costs. They are subsequently measured at amortized cost using the effective interest method less any impairment losses. Interest income is recognized using the effective interest method, except for the short-term receivables to which the present value discount is not meaningful.

2) Financial liabilities

On initial recognition financial liabilities are classified financial liabilities at FVTPL (held for trading, and financial liabilities designated as at FVTPL) and financial liabilities measured at amortized cost.

A financial liability is classified asheld-for-trading if it is incurred principally for repurchase in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative (not in a qualifying hedge relationship).Held-for-trading financial liabilities are recognized at fair value with transaction costs being recognized in net income. Subsequently, they are measured at fair value. Gains and losses are recognized in net income as they arise.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if: (a) such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or (b) the financial liability 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 (c) it forms part of a contract containing one or more embedded derivatives, and IAS 39 Financial Instruments: Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities that the Group designates on initial recognition as being at FVTPL are recognized at fair value, with transaction costs being recognized in net income, and are subsequently measured at fair value. Gains and losses on financial liabilities that are designated as at FVTPL are recognized in net income as they incur.

All other financial liabilities, such as deposits due to customers, borrowings, and debentures, are measured at amortized cost using the effective interest method.

3) ReclassificationReclassifications

Held-for-trading and AFS financial assets that meet the definition of loans and receivables(non-derivative financial assets with fixed or determinable payments that are not quoted in an active market) may be reclassified

to loans and receivables if the Group has the intention and ability to hold the financial asset for the foreseeable future or until maturity. The Group typically regards the foreseeable future as twelve months from the date of reclassification. Reclassifications are made at fair value. This fair value becomes the asset’s new cost or amortized cost as appropriate. Gains and losses recognized up to the date of reclassification are not reversed.

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 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, 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.

5) Fair value of financial instrumentsassets and liabilities

Financial instruments classified asheld-for-trading or designated as at FVTPL and financial assets classified as AFS are recognized in the financial statements at fair value. All derivatives are measured at fair value.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in and orderly transaction between market participants at the measurement date. Fair values are determined from quoted prices in active markets for identical financial assets or financial liabilities where these are available. The Group characterizes active markets as those in which transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis.

Where a financial instrument is not in active market characterized by low transaction volumes, price quotations which vary substantially among market participants, or in which minimal information is released publicly, fair values are established using valuation techniques rely on alternative market data or internally developed models using significant inputs that are generally readily observable from objective sources. Market data includes prices of financial instruments with similar maturities and characteristics, duration, interest rate

yield curves, and measures of volatility. The amount determined to be fair value may incorporate the management of the Group’s own assumptions (including assumptions that the Group believes market participants would use in valuing the financial instruments and assumptions relating to appropriate risk adjustments for nonperformance and lack of marketability).

The valuation techniques used to estimate the fair value of the financial instruments include market approach and income approach, each of which involves a significant degree of judgment. Under the market approach, fair value is determined by reference to a recent transaction involving the financial instruments or by reference to observable valuation measures for comparable companies or assets. Under the income approach, fair value is determined by converting future amounts (e.g., cash flows or earnings) to a single present amount (discounted) using current market expectations about the future amounts. In determining value under this approach, the Group makes assumptions regarding, among other things, revenues, operating income, depreciation and amortization, capital expenditures, income taxes, working capital needs, and terminal value of the financial investments. These valuation techniques involve a degree of estimation, the extent of which depends on the instrument’s complexity and the availability of market-based data.

The following are descriptions of valuation methodologies used by the Group to measure various financial instruments at fair value.

a) Financial assets at FVTPL and AFS financial assets

The fair value of the securities included in financial assets at FVTPL and AFS financial assets are recognized in the consolidated statements of financial position based on quoted market prices, where available. For debt securities traded in the OTC market, the Group generally determines fair value based on prices obtained from independent pricing services. Specifically, with respect to independent pricing services, the Group obtains three prices per instrument from reputable independent pricing services in Korea, and generally uses the lowest of the prices obtained from such services without further adjustment. Fornon-marketable equity securities, the Group obtains prices from the independent pricing services. The Group validates prices received from such independent pricing services using a variety of means, including verification of the qualification of the independent pricing services, corroboration of the pricing by comparing the prices among the independent pricing services and by reference to other available market data, and review of the pricing model and assumptions used by the independent pricing services by the Group’s personnel who are familiar with market-related conditions.

b) Derivatives

Quoted market prices are used for the Group’s exchange-traded derivatives, such as certain interest rate futures and option contracts. All of the Group’s derivatives are traded in OTC markets where quoted market prices are not readily available are valued using internal valuation techniques. Valuation techniques and inputs to internally developed models depend on the type of derivative and nature of the underlying rate, price or index upon which the derivative’s value is based. If the model inputs for certain derivatives are not observable in a liquid market, significant judgments on the level of inputs used for valuation techniques are required.

c) Adjustment of valuation amount

By using derivatives, the Group is exposed to credit risk if counterparties to the derivative contracts do not perform as expected. If counterparty fails to perform, counterparty credit risk is equal to the amount reported as a derivative asset in the consolidated statements of financial position. The amounts reported as a derivative asset are derivative contracts in a gain position. Few of the Group’s derivatives are listed on an exchange. The majority of derivative positions is valued using internally developed models that use as their basis observable market inputs. Therefore, an adjustment is necessary to reflect the credit quality of each counterparty to arrive at fair value. Counterparty credit risk adjustments are applied to derivative assets, such as OTC derivative instruments,

when the market inputs used in valuation models may not be indicative of the creditworthiness of the counterparty. Adjustments are also made when valuing financial liabilities to reflect the Group’s own credit standing.

The adjustment is based on probability of default of a counterparty and loss given default. The adjustment also takes into account contractual factors designed to reduce the Group’s credit exposure to each counterparty.

To the extent derivative assets (liabilities) are subject to master netting arrangements, the exposure used to calculate the credit risk adjustment is net of derivatives in a loss (gain) position with the same counterparty and cash collateral received (paid).

6) Impairment of the financial assets

The Group assesses at the end of each reporting date whether there is any objective evidence that a financial asset or group of financial assets classified as AFS, HTM or loans and receivables is impaired. A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence of impairment as result of one or more events that occurred after the initial recognition asset and that event (or events) has an impact on the estimated future cash flows of the financial asset.

a) Financial assets carried at amortized cost

If there is objective evidence that an impairment loss on a financial asset or group of financial assets classified as HTM investments or as loans and receivables have been incurred, the Group measures the amount of the loss as the difference between the carrying amount of the asset or group of assets and the present value of estimated future cash flows from the asset or group of assets discounted at the effective interest rate of the instrument at initial recognition. For collateralized loans and receivables, estimated future cash flows include cash flows that may result from foreclosure less the costs of obtaining and selling the collateral.

Impairment losses are assessed individually for financial assets that are individually significant and assessed either individually or collectively for assets that are not individually significant. In making collective assessment of impairment, financial assets are grouped into portfolios on the basis of similar risk characteristics. Future cash flows from these portfolios are estimated on the basis of the contractual cash flows and historical loss experience for assets with similar credit risk characteristics. Historical loss experience is adjusted, on the basis of observable data, to reflect current conditions not affecting the period of historical experience.

Impairment losses are recognized in net income and the carrying amount of the financial asset or group of financial assets reduced by establishing a provision for impairment losses. If, in a subsequent period, the amount of the impairment loss reduces and the reduction can be ascribed to an event after the impairment was recognized (i.e., improvement in the credit quality of a debtor), the previously recognized loss is reversed by adjusting the provision. Once an impairment loss has been recognized on a financial asset or group of financial assets, interest income is recognized on the carrying amount using the rate of interest at which estimated future cash flows were discounted in measuring impairment.

It is not the Group’s usual practice towrite-off the asset at the time an impairment loss is recognized. Impaired loans and receivables are written off (i.e. the impairment provision is applied in writing down the loan’s carrying value in full) when the Group concludes that there is no longer any realistic prospect of recovery of part or the entire loan. Amounts recovered after a loan has been written off are reflected to the provision for the period in which they are received.

b) Financial assets carried at fair value

When a decline in the fair value of a financial asset classified as AFS has been recognized directly in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss is removed

from other comprehensive income and recognized in net income. The loss is measured as the difference between the amortized cost of the financial asset and its current fair value. Impairment losses on AFS equity instruments are not reversed through net income, but those on AFS debt instruments are reversed, if there is a decrease in the cumulative impairment loss that is objectively related to a subsequent event.

(10) Offsetting financial instruments

Financial assets and liabilities are presented as a net amount in the statements of financial position when the Group has an enforceable legal right and an intention to settle on a net basis or to realize an asset and settle the liability simultaneously.

(11) Investment properties

The Group classifies a property held to earn rentals and/or for capital appreciation as an investment property. Investment properties are measured initially at cost, including transaction costs, less subsequent depreciation and impairment.

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, and the book value of a portion of an asset that are replaced by a subsequent expenditure is removed from the books. Routine maintenance and repairs are expensed as incurred.

While land is not depreciated, all other investment properties are depreciated based on the depreciation method and useful lives of premises and equipment. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, and when it is deemed appropriate to change them, the effect of any change is accounted for as a change in accounting estimates.

An investment property is derecognized from the consolidated financial statements on disposal or when it is permanently withdrawn from use and no future economic benefits are expected even from its disposal. The gain or loss on the derecognition of an investment property is calculated as the difference between the net disposal proceeds and the carrying amount of the property and is recognized in profit or loss in the period of the derecognition.

(12) Premises and equipment

Premises and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The cost of an item of premises and equipment is expendituresexpenditure directly attributable to their purchase or construction, which includes any cost 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 costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent costs are recognized in the carrying amount of an asset or as a separate asset (if appropriate) if it is probable that future economic benefit 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, for all other premises and equipment, depreciation is charged to net income on a straight-line basis by applying the following estimated economic useful lives on the amount of cost or revalued amount less residual value.

 

   

Useful life

Buildings used for business purpose

  35 to 57 years

Structures in leased office

  4 to 5 years

Properties for business purpose

  4 to 5 years

LeasedRight-of-use assets

  

Useful lives of the same kind or

similar other premises and equipment

The Group reassesses the depreciation method, the estimated useful lives and residual values of premises and equipment at the end of each reporting period. If changes in the estimates are deemed appropriate, the

changes are accounted for as a change in an accounting estimate. When there is an indicator of impairment and the carrying amount of a premises and equipment item exceeds the estimated recoverable amount, the carrying amount of such asset is reduced to the recoverable amount.

(13) Intangible assets and goodwill

The Group is recognizing intangible assets measured at the manufacturing cost or acquisition cost plus additional incidental expenses less accumulated amortization and accumulated impairment losses. The Group’s intangible asset are amortized over the following economic lives using the straight-line method. The estimated useful life and amortization method are reviewed at the end of each reporting period. If changes in the estimates are deemed appropriate, the changes are accounted for as a change in an accounting estimate.

 

   

Useful life

Industrial property rights

  10 years

Development costs

  5 years

Software and others

  4 to 510 years

In addition, when an indicator that intangible assets are impaired is noted, and the carrying amount of the asset exceeds the estimated recoverable amount of the asset, the carrying amount of the asset is reduced to its recoverable amount.

Goodwill acquired in a business combination is included in intangible assets. Goodwill is not amortized, but is subject to an impairment test at the cash-generating unit level every year, and whenever there is an indicator that goodwill is impaired.

Goodwill resulting from an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

Goodwill is allocated to each of the Group’s cash-generating unit (or groups of cash-generating units) that is expected to benefit from the synergies of the combination. 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 profit or loss. An impairment loss recognized for goodwill is not reversed in subsequent periods.

(14) Impairment ofnon-monetary assets

Intangible assets with indefinite useful lives or intangible assets that are not yet available for use are tested for impairment annually, regardless of whether or not there is any indication of impairment. All other assets are tested for impairment by estimating the recoverable amount when there is an objective indication that the carrying amount may not be recoverable. Recoverable amount is the higher of value in use or net fair value, less costs to sell. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount and such impairment loss is recognized immediately in net income.

(15) Leases

LeasesAs the Group applied IFRS 16 using the revised retrospective method, the comparative financial information has not been prepared. The Group also applied IAS 17 and IFRIC 4. The accounting policies in accordance with IAS 17 and IFRIC 4 are classifiedseparately disclosed.

1) Accounting policy applied as finance leases wheneverof January 1, 2019.

The Group determines whether the termsagreement is a lease or includes a lease at the time of the agreement. In exchange for consideration in the contract, if the control over the use of the identified asset is transferred for a period of time, the contract is a lease or includes a lease. In determining whether a contract transfers control of the use of the identified asset, the Group uses the definition of a lease in IFRS 16.

This accounting policy applies to contracts entered into as of January 1, 2019.

1) The Group as a lessee

The Group recognizes theright-of-use asset and the lease liability at the commencement date of the lease. Theright-of-use asset is measured at cost, which comprises the amount of the initial measurement of the lease transferliability, lease payments made at or before the commencement date(less any lease incentives received), initial direct costs, and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset, restoring the site on which it is located.

Theright-of-use asset is subsequently depreciated on a straight-line basis from the commencement of the lease to the end of the lease term. However, if the lease transfers ownership of the underlying asset to the lessee by the end of the lease term or if the cost of theright-of-use asset reflects that the lessee will exercise a purchase option, the lessee depreciates theright-of-use asset same as a fixed asset from the commencement date to the end of the useful life of the underlying asset. Theright-of-use asset may be reduced by an impairment of the underlying asset or adjusted by remeasurement of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at that date. The lease payments are discounted using the interest rate implicit in the lease, if that cannot be readily determined, the Group uses its incremental borrowing rate. The Group generally uses the incremental borrowing rate.

The lease payments included in the measurement of the lease liability comprise the following:

Fixed payments (includingin-substance fixed payments)

Variable lease payments that depend on an index(or a rate), initially measured using the index or rate as at the commencement date

Amounts expected to be payable by the lessee under residual value guarantees

The exercise price of a purchase option if the lessee is reasonably certain to exercise that option, lease payments of the extended period if the lessee is reasonably certain to exercise extension option, and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease

The lease liability is subsequently increased be the interest expense recognized for the lease liability and decreased by reflecting the payment of the lease payments. The lease liability is remeasured if the future lease payments change depending on changes in the index(or a rate), changes in the expected amount to be paid under the residual value guarantee, and changes in the assessment of whether the purchase or extension option is reasonably certain to be exercised or not to exercise the terminate option.

When remeasuring a lease liability, the relatedright-of-use asset is adjusted and if the carrying amount of theright-of-use asset decreases to zero, the remeasurement amount is recognized in profit or loss.

The Group applies its judgment when determining the lease term for some lease contracts that include the extension option. The assessment of whether the Group is reasonably certain to exercise the option significantly affects the lease term and therefore has a significant impact on the amount of lease liabilities and theright-of-use asset.

In the statement of financial position, the Group classified theright-of-use assets that do not meet the definition of investment property as ‘premises and equipment’ and the lease liabilities as ‘other financial liabilities.’

The Group has chosen a practical expedient that does not recognize theright-of-use asset and lease liabilities for short-term leases with a lease term less than 12 months and leases for which the underlying asset is of low value. The Group recognizes the lease payments associated with those leases as an expense on a straight-line basis over the lease term.

2) The Group as a lessor

At the date of the agreement or the effective date of the modification containing the lease element, the Group allocates the consideration of the contract to each lease element on the basis of its relative stand-alone price.

As a lessor, the Group classifies its leases as either an operating lease or a finance lease at the commencement date.

The Group subsequently judges whether the lease transfers substantially all the risks and rewards incidental to ownership of an underlying asset. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset, otherwise a lease is classified as an operating lease.

If the agreement contains both lease andnon-lease elements, the Group applies IFRS 15 to allocate the consideration of the contract.

The Group applies the derecognition and impairment provisions of IFRS 9 to its net investment in the lease. The Group also carries out regular review of the unguaranteed residual value used to calculate total lease investment.

The Group recognizes lease payments from operating lease as income on a straight-line basis.

The accounting policy that the Group has applied as a lessor is not different from IFRS 16.

2) Accounting policy applied until January 1, 2019

The Group classifies a lease as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee. Alllessee, and all lease contracts other than finance leases are classified as operating leases.

1) The Group as a lessorlessee

The Group recognizes lease receivables atIn case of finance leases, the present value of minimum lease payments of a finance lease and any unguaranteed residual value. After the commencement date of the lease, accounting is done to recognize interest income over each reporting period by computing periodic interest income on the Group’s net investment.

Rental income from operating leases is recognized on a straight-line basis over the lease term. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carryinglesser amount of the leased asset and expensed on a straight-line basis over the lease term. Operating lease assets are included within other asset category in other assets, and depreciated over their economic life.

2) The Group as a 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 topayments at the lessor is includedcommencement date of the lease term or the fair value of the leased asset are recognized as financial lease assets and liabilities in the separate statementsstatement of financial position as a finance lease obligation.position. Lease payments are apportioned between finance expensesallocated as interest expense and reductionrepayment of the lease obligation to achieve a constantliability so that the same period interest rate of interest onis calculated for the remaining balance of the liability. Contingent rentals arising under finance leasesAdjustment to the lease payments are recognizedaccounted for as expenses induring the periods in which they are incurred.period.

OperatingThe operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where anotherif there is no other systematic basis that is more representative of the time pattern in which economic benefitsbenefit from the leased asset are consumed. Contingent rentals arising underuse of underlying asset. Adjustment lease payments from the operating leases are recognizedaccounted for as expenses induring the period in which they are incurred.

2) The Group as a lessor

The Group recognizes a finance lease receivable equal to the present value of the minimum lease and thenon-guaranteed residual value, which is the net investment of the finance lease. The accounting for recognizing interest income by reporting period is carried out on a financial lease receivable after the commencement date of the lease term by applying a method in which a certain interest rate of the Group’s net investment in the lease is calculated.

The Group recognizes income from lease payments of operating lease on a straight line basis over the lease term, and the direct costs of the lease incurred during the negotiation and contract phase of the operating lease is added to the carrying value of the lease asset and recognized as an expense over the lease term on a straight-line basis. Operating lease assets are included in other assets and are depreciated over their economic useful life.

(16) Derivative instruments

Derivative instruments are classified as forwards, futures, options and swaps, depending on the types of transactions and are classified at the point of transaction as either trading or hedging based on its purpose.

Derivatives are initially recognized at fair value at the date of contract and are subsequently measured at 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 andor effective as a hedging instrument. If derivatives have been designated as hedging instruments and if it is effective, the point of recognition of gain or loss depends on the characteristics of hedging relationship.

Derivatives that have positive (+) fair values are recognized as financial assets and those that have negative (-) fair values are recognized as financial liabilities. Derivatives are not offset in the consolidated financial statements unless they have legally enforceable right to set off or are intended to set off.

1) Embedded derivatives

Embedded derivatives are components of a hybrid financial instrument that includes anon-derivative host contract. It has an effect of modifying part of cash flows of the hybrid financial instrument similar to an independent derivative.

Embedded derivatives that are part of a hybrid contract of which the host contract is a financial asset within the scope of IFRS 9 is not separated. The classification is done by considering the hybrid contract as a whole, and subsequent measurement is either at amortized cost or fair value.

If embedded derivatives are part of a hybrid contract of which the host contract is not a financial asset within the scope of IFRS 9 (e.g. financial liability), then these are treated as separate derivatives if embedded derivatives meet the definition of a derivative, characteristics & risk of the embedded derivatives are not closely related to that of host contract, and if the host contract is not measured at FVTPL.

In the previous year, all embedded derivatives which were part of a hybrid contract were treated as separate derivatives if embedded derivatives meet the definition of a derivative, characteristics & risk of the embedded derivatives are not closely related to that of host contract, and if the host contract is not measured at FVTPL.

2) Hedge accounting

The Group is applying IFRS 9 in regardsregard to hedge accounting. The Group is designating certain derivatives as hedging instrument against fair value changes in relation to the interest rate risk, foreign currency translation and interest rate risk, and foreign currency translation risk.

The Group is documenting the relationship between hedging instruments and hedged items at the commencement of hedging in accordance with their purpose and strategy. Also, the Group documents at the commencement and subsequent dates whether the hedging instrument effectively counters the changes in fair value of hedged items. A hedging instrument is effective only when it meets all the following criteria:

 

When there is an economic relationship between the hedged items and hedging instruments.

When the effect of credit risk is not stronger than the change in value due to the economic relationship between the hedged items and hedging instruments.

 

When the hedge ratio of hedging relationship is equal to the proportion of the number of items that the group actually hedges and the number of hedging instruments that the Group actually uses to hedge the number of hedged items to the hedging instruments.items.

When a hedging relationship no longer meets the hedging effectiveness requirements related to hedge ratio, but when the purpose of risk management on designated hedging relationship is still maintained, the hedge ratio of the hedging relationship is adjusted so that hedging relationship may meet the requirements again (Hedge ratio readjustment).

The Group has designated derivatives as hedging instrument except for the portion on foreign currency basis spread. The fair value change due to foreign currency basis spread is recognized in other comprehensive income and is accumulated in equity. If the hedged item is related to transactions, the accumulated other comprehensive income is reclassified to profit or loss when the hedged item affects the profit or loss. However, whennon-monetary items are subsequently recognized due to hedged items, the accumulated equity is removed from the equity directly, and is included in the initial book value of the recognizednon-monetary items. Such transfers does not affect other comprehensive income. But if part or all of accumulated equity is not expected to be recovered in the future periods, the amount not expected to be recovered is immediately reclassified to profit or loss. If the hedged item is time-related, then the foreign currency basis spread on the day the derivative is designated as a hedging instrument that is related to the hedged item is reclassified to profit or loss over the term of the hedge.

3) Fair value hedge

Gain or loss arising from valid hedging instrument is recognized in profit or loss. However, when the hedging instrument mitigates risks on equity instruments designated as financial assets at FVTOCI, related gain or loss is recognized in other comprehensive income.

The book value of hedged items that are not measured in fair value is adjusted by the changes in fair value arising from the hedged risk, with resulting gain or loss reflected in net income. In case of debt instruments measured at FVTOCI, book value is an amount that is already adjusted to fair value and thus gain or loss arising from the hedged risk is recognized in profit or loss instead of other comprehensive income without adjustments in book value. When the hedged item is equity instruments measured at FVTOCI, the gain or loss arising from hedged risk is retained at other comprehensive income in order to match the gain or loss with hedging instruments.

When gains or losses arising from the hedged risk are recognized in profit or loss of the current term, they are recognized as items related to the hedged items.

Hedge accounting ceases to apply only when hedging relationship (or part of it) does not meet the requirements of hedge accounting (even after hedging relationship readjustment, if applicable). This treatment holds in case of lapse, disposal, expiry and exercise of hedging instruments, and this cease of treatment applies prospectively. The fair value adjustments made to book value of hedged item due to hedged risk is amortized from the date of discontinuance of hedge accounting and is recognized in profit or loss.

4) Cash flow hedge

The Group recognizes the effective portion of changes in the fair value of derivatives and other valid hedging instruments that are designated and qualified as cash flow hedges in other comprehensive income to the extent of cumulative fair value changes of the hedged item from the starting date of hedge accounting.accounting and it is cumulated in the cash flow hedge reserve. 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 when the hedged item affects net income. However, whennon-monetary assets or liabilities are subsequently recognized due to expected transactions involving hedged items, the valuation gain or loss accumulated in the equity as other comprehensive income is removed from the equity and included in the initial book value of the recognizednon-monetary assets or liabilities. Such transfers does not affect other comprehensive income. Also, if the cash flow hedge reserve is loss and accumulated other comprehensive income is a loss and part or all of the losses are not expected to be recovered in the future periods, the said amount is immediately reclassified to profit or loss.

Hedge accounting ceases to apply only when hedging relationship (or part of it) does not meet the requirements of hedge accounting (even after hedging relationship readjustment, if applicable). This treatment holds in case of lapse, disposal, expiry and exercise of hedging instruments, and this cease of treatment applies prospectively. At the point of cessation of cash flow hedge, the valuation gain or loss recognized as accumulated other comprehensive income continues to be recognized as equity, and is reclassified to profit or loss when the expected transaction is ultimately recognized as profit or loss. However, when transactions are no longer expected to occur, the valuation gain or loss of hedging instrument recognized as accumulated other comprehensive income is immediately reclassified to profit or loss.

(17) Assets (or disposal group) held for sale

The Group classifies anon-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.Non-current assets (and disposal groups) classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell.

(18) Provisions

Provisions are recognized if (a) it has present or contractual obligations as a result of the past event, (b) it is probable that an outflow of resources will be required to settle the obligation and (c) the amount of the obligation is reliably estimated. ProvisionA provision is not recognized for the future operating losses.

The Group recognizes provisionprovisions related to the unused membership points, payment guarantees, loan commitment and litigations. WhereUnder the terms of lease agreement, the cost incurred by the Group to recover the leased asset to its original state are recognized as provisions at the commencement of the lease or during a specific period in which the obligation is incurred as a result of the using the asset. The provisions are measured as the best estimate of the expenditure required to restore a leased property thatrecover the asset, which is used as a branchregularly reviewed and sated 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.new situation.

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.

At the end of each reporting period, the remaining provision balance is reviewed an assessed to determine if the current best estimate is being recognized.

(19) Equity instruments issued by the Group

1) Capital and compound financial instruments

The Group classifies a financial instrument that it issues as a financial liability or an equity instrument in accordance with the substance of the contractual arrangement. A financial liability is a contractual obligation to deliver cash or another financial asset to another entity. An equity instrument is any contract that evidences a

residual interest in the assets of an entity after deducting all of its liabilities. The compound financial instruments are financial instruments where it is neither a financial liability nor an equity instrument because it was designed to contain both equity and debt elements.

If the Group reacquires its own equity instruments, the consideration paid including the direct transaction costs (net of tax expense) are presented as a deduction from total equity until such instruments are retired or reissued. When these instruments are reissued, the consideration received (net of direct transaction costs) is included in the shareholder’s equity.

2) Hybrid securities

The Group classifies hybrid securities that have the unconditional right to avoid contractual obligations, such as to deliver cash or other financial assets in relation to financial instruments into equity instruments and presents as part of equity. Meanwhile, hybrid securities issued by subsidiaries of the group are classified asnon-controlling interests according to the criteria, and the distribution paid is treated as net profit attributable tonon-controlling interests in the consolidated comprehensive income statement.

(20) Financial guarantee contracts

A financial guarantee contract is a contract where the issuer must pay a certain amount of money in order to compensate losses suffered by the creditor when debtor defaults on a debt instrument in accordance with original or modified contractual terms.

A financial guarantee is initially measured at fair value and is subsequently measured at the higher of the amounts below unless it is designated to be measured at FVTPL or when it arises from disposal of an asset.

 

Loss allowance in accordance with IFRS 9

 

Initial book value less accumulated profit measured in accordance with IFRS 15

(21) Employee benefits and pensions

The Group recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by the employees. Also, the Group recognizes expenses and liabilities in the case of accumulating compensated absences when the employees render services that entitle their right to future compensated absences. Similarly, the Group recognizes expenses and liabilities for customary profit distribution or bonuses when the employees render services, even though the Group does not have legal obligation to do so because it can be construed as constructive obligation.

The Group is operating defined contribution plans and defined benefit plans. Contributions to defined contribution plans are recognized as an expense when employees have rendered services entitling them to receive the benefits. For defined benefit plans, the defined benefit liability is calculated through an actuarial assessment using the projected unit credit method every end of the reporting period, conducted by a professional actuaries. Remeasurement, comprising actuarial gains and losses, the return on plan assets (excluding interest)the amount included in net interest from net defined benefit liability (asset)), and the effect of the changes to the asset ceiling (if applicable) is reflected immediately in the separate statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur.

Remeasurement recognized in the consolidated statement of comprehensive income is not reclassified to profit or loss in the subsequent periods. 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 and 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 recognized as an asset 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.

Liabilities for termination benefits are recognized at the earlier of either 1) the date when the Group is no longer able to cancel its proposal for termination benefits or 2) the date when the Group has recognized the cost of restructuring that accompanies the payment of termination benefits.

(22) Income taxes

Income tax expense is composed of current tax and deferred tax. That is, income tax expense is composed of taxes payable or refundable during the period and deferred taxes calculated by applying asset-liability method to

taxable and deductible temporary differences arising from operating loss and tax credit carry forwards.carryforwards. Temporary differences are the differences between the carrying values of assets and liabilities for financial reporting purposes and their tax bases. Deferred income tax benefit or expense is recognized for the change in deferred tax assets or liabilities. Deferred tax assets and liabilities are measured as of the reporting date using the enacted or substantively enacted tax rates expected to apply in the period in which the liability is settled or asset is realized. Deferred tax assets, including the carry forwardscarryforwards of unused tax losses, are recognized to the extent it is probable that the deferred tax assets will be realized.

Deferred income tax assets and liabilities are offset if, and only if, the Group has a legally enforceable right to offset current tax assets against current tax liabilities, and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority or when the entity intends to settle current tax liabilities and assets on a net basis with different taxable entities.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill. Deferred tax assets or liabilities are not recognized if they arise from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Current and deferred taxes are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity or when it arises from business combination.

The tax uncertainty arises from the compensation claim filed by the Group, and refund litigation for the amount of tax levied by the tax authority due to differences in tax law analysis. In response, the Group paid taxes in accordance with IFRIC 23 due to the tax authority’s claim, but recognized as a corporate tax asset if it is highly probable of a refund in the future.

(23) EarningsCriteria of calculating earnings per share (“EPS”)

Basic EPS is a calculation of net income per each common stock. It is calculated by dividing net income attributable to ordinary shareholders by the weighted-average number of common shares outstanding. Diluted EPS is calculated by adjusting the earnings and number of shares for the effects of all dilutive potential common shares.

(24) Share-based payment

For cash-settled share-based payment transactions that provide cash in return for the goods or services received, the Group measures the goods or services received, and the corresponding liability at the fair value and recognizes as employee benefit expenses and liabilities during the vesting period. The fair value of the liability is remeasured at the end of each reporting period and the settlement date until the liability is settled, and changes in fair value are recognized as employee benefits.

3. SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS

The significant accounting estimates and assumptions are continuously being evaluated based on numerous factors including historical experiences and expectations of future events considered to be reasonably possible. Actual results can differ from those estimates based on such definitions. The accounting estimates and assumptions that contain significant risk of materially changing current book values of assets and liabilities in the next accounting periods are as follows:

(1) Income taxes

The Group has recognized current and deferred taxes based on best estimates of expected future income tax effect arising from the Group’s operations until the end of the current reporting period. However, actual tax payment may not be identical to the related assets and/or liabilities already recognized, and these differences may affect current taxes and deferred tax assets/liabilities at the time when income tax effects are finalized. Deferred tax assets relating to tax losses carried forward and deductible temporary differences are recognized only to the extent that it is probable that future taxable profit will be available against which the tax losses carried forward and the deductible temporary differences can be utilized. In this case the Group’s evaluation considers various factors such as estimated future taxable profit based on forecasted operating results, which are based on historical financial performance. The Group is reviewing the book value of deferred tax assets every end of the reporting period and in the event that the possibility of earning future taxable income changes, the deferred tax assets are adjusted up to taxable income sufficient to use deductible temporary differences.

(2) Valuation of Financial Instrumentsfinancial instruments

Financial assets at FVTPL and FVTOCI are recognized in the consolidated financial statements at fair value. All derivatives are measured at fair value. Valuation techniques are required in order to determine fair values of financial instruments whereif observable market prices do not exist. Financial instruments that are not actively traded and have low price transparency will have less objective fair value and require broad judgment in liquidity, concentration, uncertainty in market factors and assumption in price determination and other risks.

As described in Note2-(9)-5), ‘Fair value of financial assets and liabilities’instruments’, when valuation techniques are used to determine the fair value of a financial instrument, various general and internally developed techniques are used, and various types of assumptions and variables are incorporated during the process.

(3) Impairment of financial instruments

IFRS 9 requires entities to measure loss allowance equal to12-month expected credit losses or lifetime expected credit losses after classifying financial assets into one of the three stages, which depends on the degree of increase in credit risk after their initial recognition.

 

   

Stage 1

  

Stage 2

  

Stage 3

  

Credit risk has not significantly increased
since initial recognition(*)

  

Credit risk has
significantly increased
since initial recognition

  

Credit has

been impaired

Allowance for expected credit losses

  

Expected12-month credit losses:

Expected credit losses due to possible defaults on financial instruments within a12-month period from theyear-end.

  

Expected lifetime credit losses:

Expected credit losses from all possible defaults during the expected lifetime of the financial instruments.

 

(*)

Credit risk may be considered not to not have been significantly increased when credit risk is low atyear-end.

The Group has estimated the allowance for credit losses based on reasonable and supportable information that was available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions.

Probability of default (PD) and Loss given default (LGD) for each category of financial asset isare being calculated by considering factors such as debtor type, credit rating and portfolio. The estimates are regularly being reviewed in order to reduce discrepancies with actual losses.

Also, inIn measuring the expected credit losses, the Group is using reasonable and supportable macroeconomic indicators such as economic growth rates, interest rates, market index rates, etc., in order to forecast future economic conditions.

The Group is conducting the following procedures to estimate and apply future economic forecast information.

 

Development of prediction models by analyzing the correlation between default rates of corporate and retail exposures per year and macroeconomic indicators

 

Calculation of predicted default rate incorporating future economic forecasts by applying estimated macroeconomic indicators provided by verified institutions such as Bank of Korea and National Assembly Budget Office to the prediction model developed.

At the end of every reporting period, the Group evaluates whether credit risk reflectedreflecting forward-looking information has significantly been increased since the date of initial recognition. When evaluating whether credit risk has significantly been increased, the changes in the probability of default over the financial instrument’s

remaining life is used instead of changes in the amount of expected credit losses. The Group performs the above evaluation with distinctions made to corporate and retail exposures, and indicators of significant increase in credit risk are as follows:

 

Corporate Exposures

  

Retail Exposures

Asset quality level ‘Precautionary’ or lower  Asset quality level ‘Precautionary’ or lower
More than 30 days past due  More than 30 days past due
‘Warning’ level in early warning system  Significant decrease in credit rating(*)
Debtor experiencing financial difficulties
(Capital impairment, Adverse opinion or Disclaimer of opinion by external auditors)		  
Significant decrease in credit rating(*)  

 

(*)

Determining whether there has been a significant decrease in the credit rating of corporate and retail exposures applies only to credit ratings that are measured through12-month expected credit loss. The Woori Bank, which is an important subsidiary of the Group, has applied the above indicators of significant decrease in credit rating since initial recognition as follows, and the estimation method is regularly being monitored.

 

   

Credit rating

  

Significant increased indicator of the
credit rating

Corporate  AAA ~ A+  More than or equal to 4 steps
  A- ~ BBB  More than or equal to 3 steps
  BBB- ~ BB+  More than or equal to 2 steps
  BB ~ BB-  More than or equal to 1 step
Retail  1 ~ 3  More than or equal to 3 steps
  4 ~ 5  More than or equal to 2 steps
  6 ~ 10  More than or equal to 1 step

The Group sees no significant increase in credit risk after initial recognition for debt securities, etc. with a credit rating of A+A + or higher, which are deemed to have low credit risk at the end of the reporting period.

The Group concludes that credit is impaired when financial assets are under conditions stated below:

 

When principal of loan is overdue for 90 days or longer due to significant deterioration in credit

 

For loans overdue for less than 90 days, when it is determined that not even a portion of the loan will be recovered unless claim actions such as disposal of collaterals are taken

 

When other objective indicators of impairment has been noted for the financial assetasset.

The Group determines which loan is subject towrite-off in accordance with internal guidelines, and writes off loan receivables when it is determined that the loans are practically irrecoverable. For example, loans are practically irrecoverable when application is made for rehabilitation under the Debtor Rehabilitation and Bankruptcy Act and loans are confirmed as irrecoverable by the court’s decision to waive debtor’s obligation, or when it is impossible to recover the loan amount through legal means such as auctioning of debtor’s assets or through any other means of recovery available. Notwithstanding thewrite-off, the Group may still exercise its right of collection after the asset has been written off in accordance with its collection policies.

(4) Defined benefit plan

The Group operates a defined benefit pension plan. Defined benefit obligation is calculated at every end of the reporting period by performing actuarial valuation, and estimation of assumptions such as discount rate, expected wage growth rate and mortality rate is required to perform such actuarial valuation. The defined benefit plan, due to its long-term nature, contains significant uncertainties in its estimates.

4. RISK MANAGEMENT

The Group’s operating activity is exposed to various financial risks. The Group is required to analyze and assess the level of complex risks, and determine the permissible level of risks and manage such risks. The Group’s risk management procedures have been established to improve the quality of assets for holding or investment purposes by making decisions as how to avoid or mitigate risks through the identification of the source of the potential risks and their impact.

The Group has established an approach to manage the acceptable level of risks and reduce the excessive risks in financial instruments in order to maximize the profit given risks present, for which the Group has implemented processes for risk identification, assessment, control, and monitoring and reporting.

The risk is managed by the risk management department in accordance with the Group’s risk management policy. The Risk Management Committee makes decisions on the risk strategies such as the allocation of risk capital and the establishment of acceptable level of risk.

(1) Credit risk

Credit risk represents the possibility of financial losses incurred when the counterparty fails to fulfill its contractual obligations. The goal of credit risk management is to maintain the Group’s credit risk exposure to a permissible degree and to optimize its rate of return considering such credit risk.

1) Credit risk management

The Group considers the probability of failure in performing the obligation of its counterparties, credit exposure to the counterparty, the related default risk and the rate of default loss. The Group uses the credit rating model to assess the possibility of counterparty’s default risk; and when assessing the obligor’s credit grade, the Group utilizes credit grades derived usingfrom statistical methods.

In order to manage credit risk limit, the Group establishes the appropriate credit line per obligor, company or industry. It monitors obligor’s credit line, total exposures and loan portfolios when approving the loan.

The Group mitigates credit risk resulting from the obligor’s credit condition by using financial and physical collateral, guarantees, netting agreements and credit derivatives. The Group has adopted the entrapment method to mitigate its credit risk. Credit risk mitigation is reflected in qualifying financial collateral, trade receivables, guarantees, residential and commercial real estate and other collaterals. The Group regularly performs a revaluation of collateral reflecting such credit risk mitigation.

2) Maximum exposure to credit risk

The Group’s maximum exposure to credit risk refersshows the uncertainties related to the maximum possible variation of financial assets’ net value as a result of changes in the specific risk factors, prior to the consideration of collaterals that are recorded at net book value of financial assets net ofafter allowances which shows the uncertainties of maximum changes of net value of financial assets attributable to a particular risk without considering collateral and other credit enhancements obtained.enhancements. However, the maximum exposure is the fair value amount (recorded on the books) for derivatives, maximum contractual obligation for payment guarantees and unused amount of commitments for loan commitment.

The maximum exposure to credit risk is as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		    December 31,
2018		   December 31,
2019		 

Loans and other financial assets at amortized cost

 Korean treasury and government agencies   —    13,547,154  Korean treasury and government agencies   13,547,154    14,797,040 
Banks   —    22,283,842  Banks   22,283,842    18,597,206 
Corporates   —    96,627,671  Corporates   96,627,671    101,041,110 
Consumers   —    149,998,911  Consumers   149,998,911    159,282,337 
   

 

   

 

    

 

   

 

 
 

Sub-total

   —    282,457,578  

Sub-total

   282,457,578    293,717,693 
   

 

   

 

    

 

   

 

 

Loans and receivables

 Korean treasury and government agencies   8,823,584    — 
Banks   26,845,309    — 
Corporates   90,570,551    — 
Consumers   140,866,760    — 
   

 

   

 

 
 

Sub-total

   267,106,204    — 
   

 

   

 

 

Financial assets at FVTPL (IFRS 9)

 Deposit   —    26,935 
Debt securities   —    1,824,155 
Loans   —    385,450 
Derivative assets   —    2,026,079 
   

 

   

 

 
 

Sub-total

   —    4,262,619 
   

 

   

 

 

Financial assets at FVTPL (IAS 39)

 Deposit   25,972    — 
Debt securities   2,644,333    — 
Financial assets designated as at FVTPL   9,694    — 
Derivative assets   3,115,775    — 

Financial assets at FVTPL(*)

 Deposit   26,935    27,901 
Debt securities   1,824,155    2,337,085 
Loans   385,450    212,473 
Derivative assets   2,026,079    2,921,903 
   

 

   

 

    

 

   

 

 
 

Sub-total

   5,795,774    —  

Sub-total

   4,262,619    5,499,362 
   

 

   

 

    

 

   

 

 

Financial assets at FVTOCI

 Debt securities   —    17,112,249  Debt securities   17,112,249    26,795,161 

AFS financial assets

 Debt securities   13,229,244    — 

Securities at amortized cost

 Debt securities   —    22,932,559  Debt securities   22,932,559    20,320,539 

HTM financial assets

 Debt securities   16,749,296    — 

Derivative assets

 Derivative assets (Designated for hedging)   59,272    35,503  Derivative assets (Designated for hedging)   35,503    121,131 

Off-balance accounts

 Guarantees   12,859,715    12,666,417  Guarantees   12,666,417    12,618,917 
Unused loan commitments   80,760,325    97,796,704  Unused loan commitments   97,796,704    103,651,674 
   

 

   

 

    

 

   

 

 
 

Sub-total

   93,620,040    110,463,121  

Sub-total

   110,463,121    116,270,591 
   

 

   

 

    

 

   

 

 
 

Total

   396,559,830    437,263,629  

Total

   437,263,629    462,724,477 
   

 

   

 

    

 

   

 

 

(*)

Puttable financial instruments are not included

a) Credit risk exposure by geographical areas

The following tables analyze credit risk exposure by geographical areas (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Korea ��China USA UK Japan Others(*) Total  Korea China USA UK Japan Others(*) Total 

Loans and receivables

 250,678,479  4,104,912  2,823,247  1,094,988  381,890  8,022,688  267,106,204 

Loans and other financial assets at amortized cost

 261,547,407  4,592,153  4,597,119  1,526,532  893,354  9,301,013  282,457,578 

Securities at amortized cost

 22,757,048   —    70,578   —     —    104,933  22,932,559 

Financial assets at FVTPL

 5,551,870  2,937   —  148,955   —  92,012  5,795,774  4,261,110  1,243   —     —    266   —    4,262,619 

AFS debt securities

 12,407,602  52,259  151,131   —   —  618,252  13,229,244 

HTM securities

 16,606,692   —  63,732   —   —  78,872  16,749,296 

Financial assets at FVTOCI

 15,697,518  261,085  103,755  24,960  2,247  1,022,684  17,112,249 

Derivative assets (Designated for hedging)

 16,590   —   —  42,682   —   —  59,272  35,503   —     —     —     —     —    35,503 

Off-balance accounts

 91,603,852  529,193  172,570  66,974  25,039  1,222,412  93,620,040  107,632,858  801,978  343,323  136,727  35,000  1,513,235  110,463,121 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 376,865,085  4,689,301  3,210,680  1,353,599  406,929  10,034,236  396,559,830  411,931,444  5,656,459  5,114,775  1,688,219  930,867  11,941,865  437,263,629 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

(*)

Others consist of financial assets in Indonesia, Hong Kong, Singapore, and other countries.

 December 31, 2018  December 31, 2019 
 Korea China USA UK Japan Others(*) Total  Korea China USA UK Japan Others(*) Total 

Loans and other financial assets at amortized cost

 261,547,407  4,592,153  4,597,119  1,526,532  893,354  9,301,013  282,457,578  268,316,454  5,108,144  5,077,666  1,844,374  1,172,209  12,198,846  293,717,693 

Securities at amortized cost

 22,757,048   —  70,578   —   —  104,933  22,932,559  20,104,604   —    66,747   —     —    149,188  20,320,539 

Financial assets at FVTPL

 4,261,110  1,243   —   —  266   —  4,262,619  5,488,229  10,409   —     —    724   —    5,499,362 

Financial assets at FVTOCI

 15,697,518  261,085  103,755  24,960  2,247  1,022,684  17,112,249  24,553,655  332,319  144,601  102,311  2  1,662,273  26,795,161 

Derivative assets (Designated for hedging)

 35,503   —   —   —   —   —  35,503  121,131   —     —     —     —     —    121,131 

Off-balance accounts

 107,632,858  801,978  343,323  136,727  35,000  1,513,235  110,463,121  112,602,603  1,211,857  387,795  78,850  46,662  1,942,824  116,270,591 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 411,931,444  5,656,459  5,114,775  1,688,219  930,867  11,941,865  437,263,629  431,186,676  6,662,729  5,676,809  2,025,535  1,219,597  15,953,131  462,724,477 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*)

Others consist of financial assets in Indonesia, Hong Kong, Singapore, and other countries.

b) Credit risk exposure by industries

The following tables analyze credit risk exposure by industries, which are service, manufacturing, finance and insurance, construction, individuals and others in accordance with the Korea Standard Industrial Classification Code (Unit: Korean Won in millions):

 

  December 31, 2017 
  Service  Manufacturing  Finance and
insurance		  Construction  Individuals  Others  Total 

Loans and receivables

  47,192,641   34,502,509   38,260,051   3,574,746   133,094,287   10,481,970   267,106,204 

Financial assets at FVTPL

  100,766   83,239   4,640,068   15,073   1,040   955,588   5,795,774 

AFS debt securities

  707,737   37,719   7,331,774   153,534   —   4,998,480   13,229,244 

HTM securities

  1,348,754   —   10,962,149   296,214   —   4,142,179   16,749,296 

Derivative assets (Designated for hedging)

  —   —   59,272   —   —   —   59,272 

Off-balance accounts

  16,892,926   21,427,378   9,841,379   3,842,479   36,928,554   4,687,324   93,620,040 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  66,242,824   56,050,845   71,094,693   7,882,046   170,023,881   25,265,541   396,559,830 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 December 31, 2018  December 31, 2018 
 Service Manufacturing Finance and
insurance		 Construction Individuals Others Total  Service Manufacturing Finance and
insurance		 Construction Individuals Others Total 

Loans and other financial assets at amortized cost

 48,319,987  34,972,072  40,338,823  3,295,967  145,715,074  9,815,655  282,457,578  48,319,987  34,972,072  40,338,823  3,295,967  145,715,074  9,815,655  282,457,578 

Securities at amortized cost

 1,157,512   —  13,414,743  527,847   —  7,832,457  22,932,559  1,157,512   —  13,414,743  527,847   —  7,832,457  22,932,559 

Financial assets at FVTPL

 120,659  153,159  3,117,845  16,118  7,614  847,224  4,262,619  120,659  153,159  3,117,845  16,118  7,614  847,224  4,262,619 

Financial assets at FVTOCI

 382,409  109,749  13,017,646  224,665  5,535  3,372,245  17,112,249  382,409  109,749  13,017,646  224,665  5,535  3,372,245  17,112,249 

Derivative assets (Designated for hedging)

  —   —  35,503   —   —   —  35,503   —   —  35,503   —   —   —  35,503 

Off-balance accounts

 17,645,104  22,300,388  9,654,685  4,146,708  49,948,865  6,767,371  110,463,121  17,645,104  22,300,388  9,654,685  4,146,708  49,948,865  6,767,371  110,463,121 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 67,625,671  57,535,368  79,579,245  8,211,305  195,677,088  28,634,952  437,263,629  67,625,671  57,535,368  79,579,245  8,211,305  195,677,088  28,634,952  437,263,629 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  December 31, 2019 
  Service  Manufacturing  Finance and
insurance		  Construction  Individuals  Others  Total 

Loans and other financial assets at amortized cost

  51,233,088   32,983,972   36,141,770   3,291,001   155,120,055   14,947,807   293,717,693 

Securities at amortized cost

  8,545,838   —   10,979,001   364,591   —   431,109   20,320,539 

Financial assets at FVTPL

  162,780   128,666   4,084,698   39,193   15,430   1,068,595   5,499,362 

Financial assets at FVTOCI

  85,609   139,098   18,968,456   10,047   9,241   7,582,710   26,795,161 

Derivative assets (Designated for hedging)

  —   —   121,131   —   —   —   121,131 

Off-balance accounts

  17,813,366   23,841,881   10,015,897   4,161,139   53,335,209   7,103,099   116,270,591 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  77,840,681   57,093,617   80,310,953   7,865,971   208,479,935   31,133,320   462,724,477 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

3) Credit risk exposure

a) Financial assets

The maximum exposure to credit risk by asset quality, except for financial assets at FVTPL and derivative asset (Designated for hedging), is as follows (Unit: Korean Won in millions):

 

Loans and receivables

  December 31, 2017 
       Corporates       
 Korean
treasury and
government
agencies		  Banks  General
business		  Small- and
medium-sized
enterprise		  Project
financing
and others		  Sub-total  Consumers  Total 

Neither overdue nor impaired

  8,825,767   26,861,286   50,463,112   34,107,547   5,547,950   90,118,609   139,886,407   265,692,069 

Overdue but not impaired

  8   —   65,616   63,067   —   128,683   878,406   1,007,097 

Impaired

  —   —   1,402,131   251,431   46,717   1,700,279   537,001   2,237,280 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  8,825,775   26,861,286   51,930,859   34,422,045   5,594,667   91,947,571   141,301,814   268,936,446 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loss allowance

  2,191   15,977   1,078,733   267,162   31,125   1,377,020   435,054   1,830,242 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total, net

  8,823,584   26,845,309   50,852,126   34,154,883   5,563,542   90,570,551   140,866,760   267,106,204 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Debt securities

The Group manages debt securities based on the external credit rating. Credit soundness of debt securities on the basis of External Credit Assessment Institution (ECAI)’s rating is as follows (Unit: Korean Won in millions):

   December 31, 2017 
   Financial assets at
FVTPL(*)		   AFS debt
securities		   HTM securities   Total 

AAA

   1,685,099    9,897,689    15,806,327    27,389,115 

AA- ~ AA+

   722,923    2,386,567    888,547    3,998,037 

BBB- ~ A+

   236,311    876,482    52,188    1,164,981 

Below BBB-

   9,694    68,506    2,234    80,434 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   2,654,027    13,229,244    16,749,296    32,632,567 
  

 

 

   

 

 

   

 

 

   

 

 

 

(*)

Financial assets at FVTPL comprise debt securities held for trading and financial assets designated as at FVTPL.

  December 31, 2018 
 Stage 1  Stage 2  Stage 3  Total  Loss
allowance		  Total, net 
 Above
appropriate
credit
rating(*1)		  Less than a
limited
credit rating(*3)		  Above
appropriate
credit
rating(*2)		  Less than a
limited credit
rating(*3)		 

Loans and other financial assets at amortized cost

  252,921,186   17,624,416   6,330,382   5,739,850   1,693,148   284,308,982   (1,851,404)   282,457,578 

Korean treasury and government agencies

  13,549,305   1,009   1   —     —     13,550,315   (3,161)   13,547,154 

Banks

  22,163,951   105,583   27,777   —     14,307   22,311,618   (27,776)   22,283,842 

Corporates

  77,160,502   15,550,301   655,907   3,424,215   1,034,030   97,824,955   (1,197,284)   96,627,671 

General business

  43,173,952   6,474,057   526,303   1,723,704   716,722   52,614,738   (817,002)   51,797,736 

Small- andmedium-sized enterprise

  29,510,917   8,527,542   107,998   1,547,761   277,825   39,972,043   (335,469)   39,636,574 

Project financing and others

  4,475,633   548,702   21,606   152,750   39,483   5,238,174   (44,813)   5,193,361 

Consumers

  140,047,428   1,967,523   5,646,697   2,315,635   644,811   150,622,094   (623,183)   149,998,911 

Securities at amortized cost

  22,939,039   —     195   —     250   22,939,484   (6,925)   22,932,559 

Financial assets at FVTOCI(*4)

  16,940,654   146,442   25,153   —     —     17,112,249   (6,177)   17,112,249 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  292,800,879   17,770,858   6,355,730   5,739,850   1,693,398   324,360,715   (1,864,506)   322,502,386 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  December 31, 2018 
 Stage 1  Stage 2  Stage 3  Total  Loss
allowance		  Total, net 
 Above
appropriate
credit
rating(*1)		  Less than a
limited
credit rating(*3)		  Above
appropriate
credit
rating(*2)		  Less than a
limited credit
rating(*3)		 

Loans and other financial assets at amortized cost

  252,921,186   17,624,416   6,330,382   5,739,850   1,693,148   284,308,982   (1,851,404)   282,457,578 

Korean treasury and government agencies

  13,549,305   1,009   1   —   —   13,550,315   (3,161)   13,547,154 

Banks

  22,163,951   105,583   27,777   —   14,307   22,311,618   (27,776)   22,283,842 

Corporates

  77,160,502   15,550,301   655,907   3,424,215   1,034,030   97,824,955   (1,197,284)   96,627,671 

General business

  43,173,952   6,474,057   526,303   1,723,704   716,722   52,614,738   (817,002)   51,797,736 

Small- andmedium-sized enterprise

  29,510,917   8,527,542   107,998   1,547,761   277,825   39,972,043   (335,469)   39,636,574 

Project financing and others

  4,475,633   548,702   21,606   152,750   39,483   5,238,174   (44,813)   5,193,361 

Consumers

  140,047,428   1,967,523   5,646,697   2,315,635   644,811   150,622,094   (623,183)   149,998,911 

Securities at amortized cost

  22,939,039   —   195   —   250   22,939,484   (6,925)   22,932,559 

Financial assets at FVTOCI(*4)

  16,940,654   146,442   25,153   —   —   17,112,249   (6,177)   17,112,249 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  292,800,879   17,770,858   6,355,730   5,739,850   1,693,398   324,360,715   (1,864,506)   322,502,386 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  December 31, 2018   December 31, 2018 
  Collateral value   Collateral value 
  Stage 1   Stage 2   Stage 3   Total   Stage1   Stage2   Stage3   Total 

Loans and other financial assets at amortized cost

   163,329,105    8,836,440    698,593    172,864,138    163,329,105    8,836,440    698,593    172,864,138 

Korean treasury and government agencies

   11,600    —    —    11,600    11,600    —      —      11,600 

Banks

   361,024    3,334    —    364,358    361,024    3,334    —      364,358 

Corporates

   51,595,949    2,509,620    426,325    54,531,894    51,595,949    2,509,620    426,325    54,531,894 

General business

   19,907,948    1,167,993    241,651    21,317,592    19,907,948    1,167,993    241,651    21,317,592 

Small- andmedium-sized enterprise

   29,780,716    1,291,222    184,674    31,256,612    29,780,716    1,291,222    184,674    31,256,612 

Project financing and others

   1,907,285    50,405    —    1,957,690    1,907,285    50,405    —      1,957,690 

Consumers

   111,360,532    6,323,486    272,268    117,956,286    111,360,532    6,323,486    272,268    117,956,286 

Securities at amortized cost

   —    —    —    —    —      —      —      —   

Financial assets at FVTOCI(*4)

   —    —    —    —    —      —      —      —   
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   163,329,105    8,836,440    698,593    172,864,138    163,329,105    8,836,440    698,593    172,864,138 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(*1)

Credit grade of corporates are AAA ~ BBB, and consumers are grades 1 ~ 6.

(*2)

Credit grade of corporates areA- ~ BBB, and consumers are grades 1 ~ 6.

(*3)

Credit grade of corporates areBBB- ~ C, and consumers are grades 7 ~ 10.

(*4)

Financial assets at FVTOCI has been disclosed as the amount before deducting loss allowance because loss allowance does not reduce the carrying amount.

  December 31, 2019 
 Stage 1  Stage 2  Stage 3  Total  Loss
allowance		  Total, net 
 Above
appropriate
credit
rating(*1)		  Less than a
limited
credit rating(*3)		  Above
appropriate
credit
rating(*2)		  Less than a
limited credit
rating(*3)		 

Loans and other financial assets at amortized cost

  255,709,205   19,823,451   8,712,860   9,625,024   1,504,172   295,374,712   (1,657,019)   293,717,693 

Korean treasury and government agencies

  14,789,933   10,390   —     —     1   14,800,324   (3,284)   14,797,040 

Banks

  18,336,664   109,667   150,318   —     21,907   18,618,556   (21,350)   18,597,206 

Corporates

  82,286,304   15,201,687   485,469   3,267,311   792,375   102,033,146   (992,036)   101,041,110 

General business

  45,769,233   6,191,625   441,089   1,620,761   544,238   54,566,946   (678,237)   53,888,709 

Small- andmedium-sized enterprise

  32,180,551   8,507,800   44,380   1,586,865   230,901   42,550,497   (287,027)   42,263,470 

Project financing and others

  4,336,520   502,262   —     59,685   17,236   4,915,703   (26,772)   4,888,931 

Consumers

  140,296,304   4,501,707   8,077,073   6,357,713   689,889   159,922,686   (640,349)   159,282,337 

Securities at amortized cost

  20,326,050   —     —     —     —     20,326,050   (5,511)   20,320,539 

Financial assets at FVTOCI(*4)

  26,684,601   110,560   —     —     —     26,795,161   (8,569)   26,795,161 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  302,719,856   19,934,011   8,712,860   9,625,024   1,504,172   342,495,923   (1,671,099)   340,833,393 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   December 31, 2019 
   Collateral value 
   Stage1   Stage2   Stage3   Total 

Loans and other financial assets at amortized cost

   169,438,539    14,451,806    692,139    184,582,484 

Korean treasury and government agencies

   —      —      —      —   

Banks

   612,200    2,028    —      614,228 

Corporates

   55,602,818    2,335,496    394,860    58,333,174 

General business

   22,291,348    1,023,766    240,771    23,555,885 

Small- andmedium-sized enterprise

   31,517,538    1,311,730    145,061    32,974,329 

Project financing and others

   1,793,932    —      9,028    1,802,960 

Consumers

   113,223,521    12,114,282    297,279    125,635,082 

Securities at amortized cost

   —      —      —      —   

Financial assets at FVTOCI(*4)

   —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   169,438,539    14,451,806    692,139    184,582,484 
  

 

 

   

 

 

   

 

 

   

 

 

 

(*1)

Credit grade of corporates are AAA ~ BBB, and consumers are grades 1 ~ 6.

(*2)

Credit grade of corporates areA- ~ BBB, and consumers are grades 1 ~ 6.

(*3)

Credit grade of corporates areBBB- ~ C, and consumers are grades 7 ~ 10.

(*4)

Financial assets at FVTOCI has been disclosed as the amount before deducting loss allowance because loss allowance does not reduce the carrying amount.

b) Guarantees and loan commitments

The credit quality of the guarantees and loan commitments as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

 December 31, 2018  December 31, 2018 

Financial assets

 Stage 1 Stage 2  Stage 3 Total  Stage 1 Stage 2  Stage3 Total 
Above
appropriate
credit rating(*1)		 Less than a
limited credit
rating(*3)		 Above
appropriate
credit rating(*2)		 Less than a
limited credit
rating(*3)		  Above
appropriate
credit rating(*1)		 Less than a
limited credit
rating(*3)		 Above
appropriate
credit rating(*2)		 Less than a
limited credit
rating(*3)		 

Off-balance accounts Guarantees

 11,212,772  1,063,551  7,147  261,599  121,348  12,666,417 

Off-balance accounts:

      

Guarantees

 11,212,772  1,063,551  7,147  261,599  121,348  12,666,417 

Loan commitments

 91,734,567  3,632,586  1,529,330  880,518  19,703  97,796,704  91,734,567  3,632,586  1,529,330  880,518  19,703  97,796,704 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 102,947,339  4,696,137  1,536,477  1,142,117  141,051  110,463,121  102,947,339  4,696,137  1,536,477  1,142,117  141,051  110,463,121 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)

Credit grade of corporates are AAA ~ BBB, and consumers are grades 1 ~ 6.

(*2)

Credit grade of corporates areA- ~ BBB, and consumers are grades 1 ~ 6.

(*3)

Credit grade of corporate areBBB- ~ C, and consumers are grades 7 ~ 10.

   December 31, 2019 

Financial assets

  Stage 1   Stage 2   Stage3   Total 
  Above
appropriate
credit rating(*1)		   Less than a
limited credit
rating(*3)		   Above
appropriate
credit rating(*2)		   Less than a
limited credit
rating(*3)		 

Off-balance accounts:

            

Guarantees

   10,952,917    1,333,561    355    223,657    108,427    12,618,917 

Loan Commitments

   97,854,790    3,479,295    1,388,136    906,033    23,420    103,651,674 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   108,807,707    4,812,856    1,388,491    1,129,690    131,847    116,270,591 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(*1)

Credit grade of corporates are AAA ~ BBB, and consumers are grades 1 ~ 6.

(*2)

Credit grade of corporates areA- ~ BBB, and consumers are grades 1 ~ 6.

(*3)

Credit grade of corporate areBBB- ~ C, and consumers are grades 7 ~ 10

4) Collateral and other credit enhancements

During the current quarter,period, there have been no significant changes in the value of collateral or other credit enhancements held by the Group and there have been no significant changes in collateral or other credit enhancements due to changes in the collateral policy of the Group. As of December 31, 2018,2019, there are no financial assets that do not recognize the allowance for losses just because financial assets have collateral.

5) For the financial assets that record loss allowance as total expected credit loss, the amortized cost before the change in contractual cash flows is 23,13218,735 million won,Won, and the net loss due to the change is 23982 million won.Won.

6) As the Group manages receivables that have not lost the right of claim to the debtor for the grounds of incomplete statute limitation and uncollected receivables under the related laws as receivable charge-offs, the balance as of December 31, 2018 isand 2019 are 9,578,796 million won.Won and 9,667,169 million Won.

(2)    Market risk

Market risk is the possible risk of loss arising from trading activitiesposition andnon-trading activities inposition as a result of the volatility of market factors such as interest rates, stock prices and foreign exchange rates. Market risk occurs as a result of changes in the interest rates and foreign exchange rates for financial instruments that are not yet settled, and all contracts are exposed to a certain level of volatility according to changes in the interest rates, credit spreads, foreign exchange rates and the price of equity securities.

1) Market risk management

For trading activitiesMarket risk management refers to the process of making andnon-trading activities, implementing decisions for the Group avoids, bears,avoidance, acceptance or mitigatesmitigation of risks by identifying the underlying source of the risks and measuring parametersits level, and evaluating their appropriateness.

On a yearly basis, the Risk Management Committee establishes a Value at Risk (“VaR”, maximum losses) limit, loss limit and risk capital limit by subsidiaries for its management purposes. The limit by investment desk/dealer is independently managed to the extentappropriateness of the limit given to subsidiaries and the limit by investment and loss cut is managed by the risk management personnel within the department.

level of accepted market risks.

a) Trading activities

The Group uses both a standard-based and an internal model-based approach to measure market risk. The standard-based approach is used to calculate individual market risk of owned capital while the internal model-based approach is used to calculate general capital market risk and itmanaging internal risk. The Value at Risk (VaR) methodology is used to manage and measure market risk.

Woori Bank, a subsidiary of the Group, uses the internal risk management measure. Formodel approved by the trading activities, the Risk Management department measuresFinancial Supervisory Service to measure the VaR using the Historical Simulation Method based on a 99% confidence level and a10-day retention period, and calculates the required capital risk for calculating the BIS ratio. For internal management purposes, limit by department, risk factor and loss limitmanagement is performed on a daily basis and reports regularly to the Risk Management Committee.

2) Sensitivity analysis of market risk

The Group performs the sensitivity analysis both for trading and fornon-trading activities.

For trading activities, the Group uses ameasuring VaR model that uses certain assumptions of possible fluctuations in market condition and, by conducting simulations of gains and losses, under which the model estimates the maximum losses that may occur. A VaR model predicts based on statistics of possible losses on the portfolio at a certain period currently or in the future. It indicates the maximum expected loss with at least 99% confidence level.and 1 day retention period. In short, there existsaddition, Woori Bank perform a one percent possibilitydaily verification that compares VaR measurement and profit and loss to verify the actual loss might exceed the predicted loss generated from the VaR calculation. The actual results are periodically monitored to examine the validitysuitability of the assumptions, variables, and factors that are used in VaR calculations. However, this approach cannot prevent the loss when the market fluctuation exceeds expectation.

For thenon-trading activities, interest rate Earning at Risk (“EaR”) and interest rate VaR, which is based on the simulations of the Net Interest Income (“NII”) and Net Portfolio Value (“NPV”), are calculated for the Bank and the consolidated trusts, and the risks for all other subsidiaries are measured and managed by the interest rate EaR and the interest rate VaR calculations based on the Bank for International Settlements (“BIS”) Framework.

NII is a profit-based indicator for displaying the profit changes in short term due to the short-term interest changes. It will be estimated as subtracting interest expenses of liabilities from the interest income of assets. NPV is an indicator for displaying risks in economic view according to unfavorable changes related to interest rate. It will be estimated as subtracting the present value of liabilities from the present value of assets. EaR shows the maximum profit-loss amount, which indicates the maximum deduction amount caused by the unfavorable changes related to the interest rate of a certain period (i.e. 1 year). Interest rate VaR shows the potential maximum loss generated by the unfavorable changes during a certain period of time in the present or future.

a) Trading activitiesmodel.

The minimum, maximum and average VaR of the Group for the year ended December 31, 20172018 and 2018,2019, respectively, and the VaR of the Group as of December 31, 20172018 and 2018,2019, respectively, are as follows (Unit: Korean Won in millions):

 

 December 31,
2017		  For the year ended
December 31, 2017		  December 31,
2018		  For the year ended
December 31, 2018		  December 31,
2018		  For the year ended
December 31, 2018		  December 31,
2019		  For the year ended
December 31, 2019		 

Risk factor

 Average Maximum Minimum Average Maximum Minimum  Average Maximum Minimum Average Maximum Minimum 

Interest rate

 4,183  3,799  4,918  2,467  3,107  3,702  5,528  1,730  3,107  3,702  5,528  1,730  5,052  3,406  5,725  1,176 

Stock price

 909  2,863  4,419  909  2,353  2,669  5,081  1,138  2,353  2,669  5,081  1,138  3,730  3,203  5,935  1,146 

Foreign currencies

 4,750  5,051  6,636  4,061  4,972  4,678  6,136  3,439  4,972  4,678  6,136  3,439  5,028  5,033  6,469  4,395 

Commodity price

  —  31  188   —   —  3  24   —   —    3  24   —     —    1  32   —   

Diversification

 (4,472)  (4,621)  (6,798)  (2,067)  (4,445)  (4,869)  (8,155)  (1,815)  (4,445)  (4,869)  (8,155)  (1,815)  (6,233)  (5,127)  (9,229)  (2,339) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total VaR(*)

 5,370  7,123  9,363  5,370  5,987  6,183  8,614  4,492  5,987  6,183  8,614  4,492  7,577  6,516  8,932  4,378 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*)

VaR (Value at Risk): Retention period of 1 day, Maximum expected losses under 99% level of confidence.

b)Non-trading activities

Fornon-trading sectors of the Bank, consolidated trusts and subsidiaries of the Bank, the risk is managed and measured byDNII (change in Net Interest Income) andDEVE (change in Economic Value of Equity) through NII (Net Interest Income) and NPV (Net Present Value) simulation, and for the remaining subsidiaries, the risk is managed and measured with interest rate EaR(Earning at Risk, maximum of the expected change for profit or loss) and interest rate VaR that are in accordance with BIS Framework.

NII is primarily an indicator of changes in profit from short-term changes in interest rates and is measured by deducting the interest expenses on the liability from the interest income from the asset. NPV is primarily an indicator of the risk of an economic value perspective resulting from unfavorable changes in interest rates and is measured by subtracting the present value of the liability from the present value of the asset.DNII represents a change in net interest income that may occur over a certain period (e.g., 1 year) due to unfavorable changes in interest rates, andDEVE indicates the economic value changes in equity capital that could be caused by changes in interest rates affecting the present value of asset, liabilities, and others. The interest rate EaR represents the maximum amount of decrease in net interest income that could result from unfavorable changes in interest rate over a certain period (e.g., 1 year), and the interest rate VaR represents the maximum expected loss that indicates how much net asset value can decrease at present or in the future due to unfavorable changes in interest rates.

The NII and NPV are calculated for the assets and liabilities owned by the Bank and consolidated trusts, respectively, by using the simulation method. The scenario responding to interest rate (“IR”) changes as of December 31, 2018 are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018   December 31, 2018 
NII(*1)   NPV(*2)   NII(*1)   NPV(*2)  NII(*1)   NPV(*2) 

Base case

   4,916,138    23,472,792    4,895,332    24,636,678    4,895,332    24,636,678 

Base case (Prepay)

   4,916,015    23,163,942    4,887,799    24,225,946    4,887,799    24,225,946 

IR 100bp up

   5,361,546    22,886,122    5,575,470    24,415,761    5,575,470    24,415,761 

IR 100bp down

   4,386,437    24,127,559    4,329,543    24,907,344    4,329,543    24,907,344 

IR 200bp up

   5,806,723    22,372,208    6,603,132    24,232,738    6,603,132    24,232,738 

IR 200bp down

   3,452,590    24,830,482    3,508,859    25,245,667    3,508,859    25,245,667 

IR 300bp up

   6,251,897    21,929,189    7,560,155    24,079,415    7,560,155    24,079,415 

IR 300bp down

   2,254,609    26,633,807    3,352,267    25,680,084    3,352,267    25,680,084 

 

(*1)

NII: Net Interest Income

(*2)

NPV: Net Portfolio Value

The interest EaRFor assets and VaRliabilities as of December 31, 2019 that include bank, consolidated trusts and subsidiaries of the bank, details ofDEVE andDNII calculated based on the BIS Framework of subsidiaries other than the Bank and consolidated trustsinterest rate risk in banking book (IRRBB) are as follows (Unit: Korean Won in millions):

 

December 31, 2017

  

December 31, 2018

EaR(*1)

  

VaR(*2)

  

EaR(*1)

  

VaR(*2)

255,679

  130,821  248,364  141,484

December 31, 2019

DEVE(*1)

  

DNII(*2)

490,981

  162,023

(*1)

DEVE: change in Economic Value of Equity

(*2)

DNII: change in Net Interest Income

For the subsidiaries other than the bank and consolidated trusts as of December 31, 2018, and for the remaining subsidiaries except the bank, consolidated trusts, and consolidated subsidiaries of the bank as of December 31, 2019, the interest rate EaR and VaR calculated based on the BIS Framework are as follows (Unit: Korean Won in millions):

December 31, 2018

  

December 31, 2019

EaR(*1)

  

VaR(*2)

  

EaR(*1)

  

VaR(*2)

248,364

  141,484  92,439  87,872

 

(*1)

EaR(Earning at Risk): Change of Maximum expected income and expense

(*2)

VaR(Value at Risk): Maximum expected losses

The Group estimates and manages risks related to changes in interest rate due to the difference in the maturities of interest-bearing assets and liabilities and discrepancies in the terms of interest rates. Cash flows (both principal and interest), interest bearing assets and liabilities, presented by eachre-pricing date, are as follows (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total  Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total 

Asset:

              

Loans and receivables

 161,653,892  41,671,530  7,614,159  6,411,841  54,150,998  26,272,958  297,775,378 

AFS financial assets

 2,150,708  2,500,103  2,016,711  2,367,762  4,229,000  601,735  13,866,019 

HTM financial assets

 2,286,179  2,161,467  1,433,425  1,687,362  9,369,794  345,868  17,284,095 

Loans and other financial assets at amortized cost

 159,894,065  45,387,214  8,878,060  9,903,959  46,459,450  4,201,379  274,724,127 

Financial assets at FVTPL

 371,984  32,278  24,951  64,838  145,121  27,536  666,708 

Financial assets at FVTOCI

 2,579,442  1,775,435  1,486,953  2,223,494  9,289,742  185,320  17,540,386 

Securities at amortized cost

 2,449,416  2,251,180  1,735,698  1,946,948  15,177,608  402,671  23,963,521 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 166,090,779  46,333,100  11,064,295  10,466,965  67,749,792  27,220,561  328,925,492  165,294,907  49,446,107  12,125,662  14,139,239  71,071,921  4,816,906  316,894,742 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liability:

              

Deposits due to customers

 106,815,564  37,750,367  25,117,556  27,585,458  37,518,878  91,246  234,879,069  100,232,916  44,207,416  29,419,951  35,427,657  40,130,055  72,276  249,490,271 

Borrowings

 9,865,249  1,056,579  412,966  437,431  2,709,010  479,827  14,961,062  9,971,680  1,924,390  670,404  518,167  2,723,156  626,364  16,434,161 

Debentures

 1,955,902  2,452,240  1,018,563  1,752,847  19,770,538  2,869,766  29,819,856  2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 118,636,715  41,259,186  26,549,085  29,775,736  59,998,426  3,440,839  279,659,987  112,358,512  48,548,289  32,291,425  38,530,054  61,808,611  3,101,717  296,638,608 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 December 31, 2018  December 31, 2019 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total  Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total 

Asset:

              

Loans and other financial assets at amortized cost

 159,894,065  45,387,214  8,878,060  9,903,959  46,459,450  4,201,379  274,724,127  153,023,603  49,505,606  12,505,250  10,506,470  57,582,270  5,209,670  288,332,869 

Financial assets at FVTPL

 371,984  32,278  24,951  64,838  145,121  27,536  666,708  150,149  23,648  63,825  34,299  131,206  13,347  416,474 

Financial assets at FVTOCI

 2,579,442  1,775,435  1,486,953  2,223,494  9,289,742  185,320  17,540,386  5,414,586  5,486,113  3,450,669  3,174,893  9,367,756  318,371  27,212,388 

Securities at amortized cost

 2,449,416  2,251,180  1,735,698  1,946,948  15,177,608  402,671  23,963,521  1,844,868  1,696,004  738,383  1,409,549  14,869,227  858,142  21,416,173 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 165,294,907  49,446,107  12,125,662  14,139,239  71,071,921  4,816,906  316,894,742  160,433,206  56,711,371  16,758,127  15,125,211  81,950,459  6,399,530  337,377,904 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liability:

              

Deposits due to customers

 100,232,916  44,207,416  29,419,951  35,427,657  40,130,055  72,276  249,490,271  116,490,812  45,803,202  32,683,132  26,740,013  43,175,232  59,305  264,951,696 

Borrowings

 9,971,680  1,924,390  670,404  518,167  2,723,156  626,364  16,434,161  12,105,234  1,910,759  1,048,991  706,952  3,264,861  509,359�� 19,546,156 

Debentures

 2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176  2,378,211  2,894,577  3,330,658  2,466,142  19,211,409  2,537,391  32,818,388 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 112,358,512  48,548,289  32,291,425  38,530,054  61,808,611  3,101,717  296,638,608  130,974,257  50,608,538  37,062,781  29,913,107  65,651,502  3,106,055  317,316,240 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

3)(3) Currency risk

Currency risk arises from the financial instruments denominated in foreign currencies other than the functional currency. Therefore, no currency risk arises fromnon-monetary items or financial instruments denominated in the functional currency.

Financial instruments in foreign currencies exposed to currency risk are as follows (Unit: USD in millions, JPY in millions, CNY in millions, EUR in millions, and Korean Won in millions):

 

 December 31, 2017 
 USD JPY CNY EUR Others Total 
Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Korean
Won
equivalent		 Korean
Won
equivalent		 

Asset

          

Loans and receivables

 23,000  24,642,900  126,944  1,204,843  25,224  4,127,936  1,156  1,479,351  3,937,733  35,392,763 

Financial assets at FVTPL

 32  34,303  25  238   —   —  27  34,583  104,892  174,016 

AFS financial assets

 1,966  2,105,972   —   —  319  52,259   —  590  302,801  2,461,622 

HTM financial assets

 111  118,868   —   —   —   —   —   —  78,175  197,043 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 25,109  26,902,043  126,969  1,205,081  25,543  4,180,195  1,183  1,514,524  4,423,601  38,225,444 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liability

 

Financial liabilities at FVTPL

 41  43,423  79  752   —   —  19  24,878  69,977  139,030 

Deposits due to customers

 13,744  14,725,686  195,176  1,852,440  21,865  3,578,142  883  1,129,802  2,396,826  23,682,896 

Borrowings

 6,604  7,080,118  2,218  21,056   —   —  247  315,685  242,874  7,659,733 

Debentures

 3,467  3,714,411   —   —  700  114,555   —   —  375,749  4,204,715 

Other financial liabilities

 2,392  2,562,740  16,125  153,043  1,802  294,950  129  165,189  588,625  3,764,547 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 26,248  28,126,378  213,598  2,027,291  24,367  3,987,647  1,278  1,635,554  3,674,051  39,450,921 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Off-balance accounts

 8,108  8,687,009  33,624  319,127  1,199  196,261  406  519,843  176,886  9,899,126 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 December 31, 2018  December 31, 2018 
 USD JPY CNY EUR Others Total  USD JPY CNY EUR Others Total 
Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Korean
Won
equivalent		 Korean
Won
equivalent		  Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Foreign
currency		 Korean
Won
equivalent		 Korean
Won
equivalent		 Korean
Won
equivalent		 

Asset

                    

Loans and other financial assets at amortized cost

 20,406  22,816,027  167,419  1,696,255  29,880  4,863,230  1,994  2,550,147  4,742,340  36,667,999  20,406  22,816,027  167,419  1,696,255  29,880  4,863,230  1,994  2,550,147  4,742,340  36,667,999 

Financial assets at FVTPL

 74  82,197  1,425  14,434   —   —  59  75,169  79,584  251,384  74  82,197  1,425  14,434   —   —  59  75,169  79,584  251,384 

Financial assets at FVTOCI

 1,472  1,645,595   —   —  1,604  261,085   —   —  729,581  2,636,261  1,472  1,645,595   —   —  1,604  261,085   —   —  729,581  2,636,261 

Securities at amortized cost

 52  58,489   —   —   —   —   —   —  175,552  234,041  52  58,489   —   —   —   —   —   —  175,552  234,041 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 22,004  24,602,308  168,844  1,710,689  31,484  5,124,315  2,053  2,625,316  5,727,057  39,789,685  22,004  24,602,308  168,844  1,710,689  31,484  5,124,315  2,053  2,625,316  5,727,057  39,789,685 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Liability

Liability

 

Liability

 

Financial liabilities at FVTPL

 118  131,927  1,956  19,815   —   —  55  70,250  121,658  343,650  118  131,927  1,956  19,815   —   —  55  70,250  121,658  343,650 

Deposits due to customers

 11,159  12,477,154  169,770  1,720,072  23,967  3,900,923  887  1,135,149  4,392,936  23,626,234  11,159  12,477,154  169,770  1,720,072  23,967  3,900,923  887  1,135,149  4,392,936  23,626,234 

Borrowings

 6,606  7,386,616  3,834  38,847  381  61,947  286  365,585  505,541  8,358,536  6,606  7,386,616  3,834  38,847  381  61,947  286  365,585  505,541  8,358,536 

Debentures

 3,645  4,075,084   —   —   —   —   —   —  285,339  4,360,423  3,645  4,075,084   —   —   —   —   —   —  285,339  4,360,423 

Other financial liabilities

 2,522  2,820,290  28,955  293,362  1,818  295,919  193  246,584  18,527  3,674,682  2,522  2,820,290  28,955  293,362  1,818  295,919  193  246,584  18,527  3,674,682 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 24,050  26,891,071  204,515  2,072,096  26,166  4,258,789  1,421  1,817,568  5,324,001  40,363,525  24,050  26,891,071  204,515  2,072,096  26,166  4,258,789  1,421  1,817,568  5,324,001  40,363,525 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Off-balance accounts

 7,453  8,333,153  33,347  337,868  1,557  253,366  474  606,714  823,655  10,354,756  7,453  8,333,153  33,347  337,868  1,557  253,366  474  606,714  823,655  10,354,756 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  December 31, 2019 
  USD  JPY  CNY  EUR  Others  Total 
  Foreign
currency		  Korean
Won
equivalent		  Foreign
currency		  Korean
Won
equivalent		  Foreign
currency		  Korean
Won
equivalent		  Foreign
currency		  Korean
Won
equivalent		  Korean
Won
equivalent		  Korean
Won
equivalent		 

Asset

          

Loans and other financial assets at amortized cost

  22,916   26,531,794   150,462   1,600,140   31,393   5,203,131   2,258   2,929,312   5,272,352   41,536,729 

Financial assets at FVTPL

  165   190,733   5,322   56,602   25   4,155   105   135,827   64,185   451,502 

Financial assets at FVTOCI

  2,679   3,102,752   —   —   2,005   332,319   25   33,017   406,753   3,874,841 

Securities at amortized cost

  319   369,677   —   —   —   —   40   52,139   97,092   518,908 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  26,079   30,194,956   155,784   1,656,742   33,423   5,539,605   2,428   3,150,295   5,840,382   46,381,980 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liability

 

Financial liabilities at FVTPL

  251   291,102   4,415   46,957   —   —   68   87,776   83,790   509,625 

Deposits due to customers

  13,208   15,291,671   166,108   1,766,526   27,739   4,597,467   1,727   2,240,884   3,247,164   27,143,712 

Borrowings

  6,588   7,627,665   11,061   117,634   16   2,743   515   668,060   499,046   8,915,148 

Debentures

  3,999   4,629,944   —   —   —   —   105   136,230   271,790   5,037,964 

Other financial liabilities

  3,016   3,492,462   11,240   119,529   3,079   510,281   359   466,240   6,906   4,595,418 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  27,062   31,332,844   192,824   2,050,646   30,834   5,110,491   2,774   3,599,190   4,108,696   46,201,867 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Off-balance accounts

  7,030   8,139,395   34,316   364,946   4,525   749,973   560   726,323   634,870   10,615,507 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(3)(4) Liquidity risk

Liquidity risk refers to the risk that the Group may encounter difficulties in meeting obligations from its financial liabilities.

1) Liquidity risk management

Liquidity risk management is to prevent potential cash shortages as a result of mismatching the use of funds (assets) and sources of funds (liabilities) or unexpected cash outflows. The financial liabilities that are relevant to liquidity risk are incorporated within the scope of risk management. Derivatives instruments are excluded from those financial liabilities as they reflect expected cash flows for apre-determined period.

Assets and liabilities are grouped by account under Asset Liability Management (“ALM”) in accordance with the characteristics of the account. The Group manages liquidity risk by identifying the maturity gap and such gap ratio through various cash flows analysis (i.e. based on remaining maturity and contract period, etc.), while maintaining the gap ratio at or below the target limit.

2) Maturity analysis ofnon-derivative financial liabilities

 

a)

Cash flows of principals and interests by remaining contractual maturities ofnon-derivative financial liabilities are as follows (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over
5 years		 Total  Within 3
months		 4 to 6
months		 7 to 9
Months		 10 to 12
months		 1 to 5
years		 Over
5 years		 Total 

Financial liabilities at FVTPL

 168,442  155,984  1,717  512  375   —  327,030  191,825   —     —     —     —     —    191,825 

Deposits due to customers

 148,008,777  29,563,310  18,175,348  32,468,110  7,409,118  2,624,594  238,249,257  145,187,689  33,825,662  22,186,833  42,046,740  7,098,907  1,870,334  252,216,165 

Borrowings

 6,115,732  1,893,173  1,489,272  1,178,107  3,924,681  479,568  15,080,533  6,373,835  2,846,294  1,874,069  1,607,985  3,156,128  642,017  16,500,328 

Debentures

 1,955,255  2,452,565  1,018,714  1,744,731  19,770,380  2,869,699  29,811,344  2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176 

Other financial liabilities

 7,121,342  162,871  825  1,003  128,940  2,730,001  10,144,982  14,240,022  44,572  169,996  1,201  90,615  2,288,560  16,834,966 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 163,369,548  34,227,903  20,685,876  35,392,463  31,233,494  8,703,862  293,613,146  168,147,287  39,133,011  26,431,968  46,240,156  29,301,050  7,203,988  316,457,460 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 December 31, 2018  December 31, 2019 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over
5 years		 Total  Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over
5 years		 Total 

Financial liabilities at FVTPL

 191,825   —   —   —   —   —  191,825  115,156   —     —     —     —     —    115,156 

Deposits due to customers

 145,187,689  33,825,662  22,186,833  42,046,740  7,098,907  1,870,334  252,216,165  166,474,535  36,697,168  24,634,859  31,233,844  6,590,119  1,877,594  267,508,119 

Borrowings

 6,373,835  2,846,294  1,874,069  1,607,985  3,156,128  642,017  16,500,328  8,596,202  2,948,384  2,162,846  1,880,424  3,682,214  520,936  19,791,006 

Debentures

 2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176  2,378,211  2,894,577  3,330,658  2,466,142  19,211,409  2,537,391  32,818,388 

Lease liabilities

 46,072  42,549  37,420  35,210  232,985  40,698  434,934 

Other financial liabilities

 14,240,022  44,572  169,996  1,201  90,615  2,288,560  16,834,966  11,242,367  60,981  119,633  10,344  71,561  2,660,640  14,165,526 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 168,147,287  39,133,011  26,431,968  46,240,156  29,301,050  7,203,988  316,457,460  188,852,543  42,643,659  30,285,416  35,625,964  29,788,288  7,637,259  334,833,129 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

b)

Cash flows of principals and interests by expected maturities ofnon-derivative financial liabilities are as follows (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total  Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total 

Financial liabilities at FVTPL

 168,442  155,984  1,717  512  375   —  327,030  191,825   —   —   —   —   —  191,825 

Deposits due to customers

 159,146,602  31,298,562  16,667,130  21,995,294  6,487,047  2,278,756  237,873,391  163,787,990  38,126,886  20,993,436  23,262,092  5,230,533  17,649  251,418,586 

Borrowings

 6,115,732  1,893,173  1,489,272  1,178,107  3,924,681  479,568  15,080,533  6,373,835  2,846,294  1,874,069  1,607,985  3,156,128  642,017  16,500,328 

Debentures

 1,955,255  2,452,565  1,018,714  1,744,731  19,770,380  2,869,699  29,811,344  2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176 

Other financial liabilities

 7,121,342  162,871  825  1,003  128,940  2,730,001  10,144,982  14,240,022  44,572  169,996  1,201  90,615  2,288,560  16,834,966 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 174,507,373  35,963,155  19,177,658  24,919,647  30,311,423  8,358,024  293,237,280  186,747,588  43,434,235  25,238,571  27,455,508  27,432,676  5,351,303  315,659,881 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 December 31, 2018  December 31, 2019 
 Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5 years Total  Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		 Over 5
years		 Total 

Financial liabilities at FVTPL

 191,825   —   —   —   —   —  191,825  115,156   —   —   —   —   —  115,156 

Deposits due to customers

 163,787,990  38,126,886  20,993,436  23,262,092  5,230,533  17,649  251,418,586  175,309,271  38,219,793  23,649,424  24,102,750  5,547,232  150,233  266,978,703 

Borrowings

 6,373,835  2,846,294  1,874,069  1,607,985  3,156,128  642,017  16,500,328  8,596,202  2,948,384  2,162,846  1,880,424  3,682,214  520,936  19,791,006 

Debentures

 2,153,916  2,416,483  2,201,070  2,584,230  18,955,400  2,403,077  30,714,176  2,378,211  2,894,577  3,330,658  2,466,142  19,211,409  2,537,391  32,818,388 

Lease liabilities

 46,072  42,549  37,420  35,210  232,985  40,698  434,934 

Other financial liabilities

 14,240,022  44,572  169,996  1,201  90,615  2,288,560  16,834,966  11,242,367  60,981  119,633  10,344  71,561  2,660,640  14,165,526 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 186,747,588  43,434,235  25,238,571  27,455,508  27,432,676    5,351,303  315,659,881  197,687,279  44,166,284  29,299,981  28,494,870  28,745,401  5,909,898  334,303,713 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

3) Maturity analysis of derivative financial liabilities

Derivatives held for trading purpose are not managed in accordance with their contractual maturity, since the Group holds such financial instruments with the purpose of disposing or redemption before their maturity. As such, those derivatives are incorporated as “within 3 months” in the table below. Derivatives designated for hedging purpose are estimated by offsetting cash inflows and cash outflows.

The cash flow by the maturity of derivative financial liabilities as of December 31, 20172018 and 20182019 is as follows (Unit: Korean Won in millions):

 

  Remaining maturity      Remaining maturity 
  Within 3
months		   4 to 6
months		   7 to 9
months		   10 to 12
months		   1 to 5
years		   Over 5
years		   Total      Within 3
months		 4 to 6
months		 7 to 9
months		 10 to 12
months		 1 to 5
years		   Over 5
years		   Total 

December 31, 2017

   3,150,149    —    —    381    67,373    —    3,217,903 

December 31, 2018

   2,090,861    816    —    —    50,592    —    2,142,269   Cash flow risk hedge   (1,880)  (683)  8,080  14,133  14,103    —    33,753 

December 31, 2018

 Fair value risk hedge   (3,835)  9,448  (3,541)  9,133  6,991    —    18,196 
Trading purpose   2,090,861   —   —   —   —    —    2,090,861 
  Cash flow risk hedge   1,839  (341)  (298)  (247)  6,249    —    7,202 

December 31, 2019

 Trading purpose   2,843,195   —   —   —   —    —    2,843,195 

4) Maturity analysis ofoff-balance accounts (Guarantees and loan commitments)

The Group provides guarantees on behalf of customers. A financial guarantee represents an irrevocable undertaking that the Group should meet a customer’s obligations to third parties if the customer fails to do so. Under a loan commitment, the Group agrees to make funds available to a customer in the future. Commitments to lend include commercial standby facilities and credit lines, liquidity facilities to commercial paper conduits and utilized overdraft facilities. The maximum limit to be paid by the Group in accordance with guarantees and

loan commitment only applies to principal amounts. There are contractual maturities for financial guarantees, such as guarantees for debentures issued or loans, unused loan commitments, and other guarantees, however, under the terms of the guarantees and unused loan commitments, funds should be paid upon demand from the counterparty. Details ofoff-balance accounts are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018   December 31, 2018   December 31, 2019 

Guarantees

   12,859,715    12,666,417    12,666,417    12,618,917 

Loan commitments

   80,760,325    97,796,704    97,796,704    103,651,674 

(4)(5) Operational risk

The Group defines the operational risk that could cause a negative effect on capital resulting from inadequate internal process, labor work and systematic problem or external factors.

1) Operational risk management

The Group has been running the operational risk management system under Basel II. The Group developed Advanced Measurement Approaches (“AMA”) to quantify required capital for operational risk. This system is used for reinforcement in foreign competitions, reducing the amount of risk capitals, managing the risk, and precaution for any unexpected occasions. This system has been tested by an independent third party and this system approved by the Financial Supervisory Service.

2) Operational risk measurement

To quantify required capital for operational risk, the Group applies AMA using internal and external loss data, business environment and internal control factors, and scenario analysis. For the operational risk management for its subsidiaries, the Group adopted the Basic Indicator Approach.

(5)(6) Capital management

The Group complies with the standard of capital adequacy provided by financial regulatory authorities. The capital adequacy standard is based on Basel published by Basel III Committee on Banking Supervision in Bank for International Settlement in 2010 and was implemented in Korea in December 2013. The capital adequacy ratio is calculated by dividing own capital by asset (weighted with a risk premium – risk weighted assets) based on the consolidated financial statements of the Group.

According to the above regulations, the Group is required to meet the following new minimum requirements: Common Equity Tier 1 common capital ratio of 6.25% and 7.13%7.00%, a Tier 1 capital ratio of 7.75% and 8.63%8.5% and a minimum total capital ratio of 9.75% and 10.63%10.5% as of December 31, 2017 and 2018, respectively.2019.

Details of the Group’s capital adequacy ratio as of December 31, 2017 and 20182019 are as follows (Unit: Korean Won in millions):

 

   December 31, 2017  December 31, 2018 

Tier 1 capital

   16,074,987   17,275,539 

Other Tier 1 capital

   3,041,664   3,147,680 

Tier 2 capital

   3,486,555   3,827,573 
  

 

 

  

 

 

 

Total risk-adjusted capital

   22,603,206   24,250,792 
  

 

 

  

 

 

 

Risk-weighted assets for credit risk

   134,767,711   142,626,069 

Risk-weighted assets for market risk

   2,316,938   2,372,451 

Risk-weighted assets for operational risk

   9,677,559   9,972,430 
  

 

 

  

 

 

 

Total risk-weighted assets

   146,762,208   154,970,950 
  

 

 

  

 

 

 

Common Equity Tier 1 ratio

   10.95%   11.15% 
  

 

 

  

 

 

 

Tier 1 capital ratio

   13.03%   13.18% 
  

 

 

  

 

 

 

Total capital ratio

   15.40%   15.65% 
  

 

 

  

 

 

 
December 31, 2019

Tier 1 capital

19,135,300

Other Tier 1 capital

3,340,252

Tier 2 capital

4,639,519

Total risk-adjusted capital

27,115,071

Risk-weighted assets for credit risk

209,802,895

Risk-weighted assets for market risk

5,586,757

Risk-weighted assets for operational risk

12,656,301

Total risk-weighted assets

228,045,953

Common Equity Tier 1 ratio

8.39% 

Tier 1 capital ratio

9.86% 

Total capital ratio

11.89% 

5. OPERATING SEGMENTS

In evaluating the results of the Group and allocating resources, the Group’s Chief Operation Decision Maker (“CODM”) utilizes the information per type of customers. With the establishment of Woori Financial Group Inc. during the current term, the company reports to the CODM according to the organizational sectors below. This financial information of the segments is regularly reviewed by the CODM to make decisions about resources to be allocated to each segment and evaluate its performance.

(1) Segment by type of customersorganization

The Group’s reporting segments comprise the following customers: consumerconsist of banking, corporate banking,credit card, investment banking capital market, credit card market and headquartersother sectors, and others. The reportablethe composition of such reporting segments are classifiedwas divided based on internal report data periodically reviewed by the target customers for whommanagement to evaluate the service is being provided.performance of the segment and make decisions on the resources to be distributed.

 

Consumer banking: Loans/deposits and financial services for retail and individual consumers, etc.

Corporate banking: Loans/deposits and export/import, financial services for corporations, etc.

Investment banking: Domestic/foreign investment, structured finance, M&A, equity & fund investment related business, venture advisory related tasks, real estate SOC development practices, etc.

Capital market: Fund management, investment in securities and derivatives, etc.

Credit card: Credit card, cash service and card loan, etc.

Headquarter and others: Segments that do not belong to above operating segments

Operational scope

BankingLoans/deposits and relevant services for Woori Bank and overseas subsidiaries’ customers
Credit cardCredit card, cash services, card loans and relevant work of Woori Card Co., Ltd.
Investment bankingSecurities operation, sale of financial instruments, project financing and other related activities for comprehensive financing of Woori Investment bank Co., Ltd.
OthersWoori Financial Group Inc., Woori FIS Co., Ltd., Woori Finance Research Institute, Woori Credit Information Co., Ltd., Woori Fund Services Inc., Woori Asset Management Corp., Woori Private Equity Asset Management Co., Ltd., Woori Global Asset Management Co., Ltd.

(2) The details of operating income (expense) by each segment are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31, 2016 
  Consumer
banking		  Corporate
banking		  Investment
banking		  Capital
market		  Credit
Cards		  Headquarter
and Others		  Sub-total  Adjust-
ments(*)		  Total 

Net Interest income

         

Interest income

  2,979,811   3,026,148   153,160   19,575   556,682   1,492,147   8,227,523   284,789   8,512,312 

Interest expense

  (1,023,290)   (1,780,990)   (225)   (324)   (128,586)   (863,523)   (3,796,938)   304,170   (3,492,768) 

Inter-segment

  (472,288)   495,982   (138,322)   29,575   —   85,053   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  1,484,233   1,741,140   14,613   48,826   428,096   713,677   4,430,585   588,959   5,019,544 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Netnon-interest income (expense)

         

Non-interest income

  923,810   535,514   605,026   7,590,087   986,148   4,563,280   15,203,865   (13,039,498)   2,164,367 

Non-interest expense

  (405,912)   (32,873)   (444,141)   (7,586,054)   (906,434)   (4,173,415)   (13,548,829)   12,251,676   (1,297,153) 

Inter-segment

  39,512   47,553   —   —   —   (87,065)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  557,410   550,194   160,885   4,033   79,714   302,800   1,655,036   (787,822)   867,214 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income(expense)

         

General and administrative expense

  (1,788,672)   (966,878)   (14,983)   (17,964)   (148,001)   (793,978)   (3,730,476)   252,000   (3,478,476) 

Reversal of allowance for credit loss and impairment losses due to credit loss

  (86,907)   (509,312)   (95,880)   (34,031)   (216,136)   219,372   (722,894)   (111,182)   (834,076) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (1,875,579)   (1,476,190)   (110,863)   (51,995)   (364,137)   (574,606)   (4,453,370)   140,818   (4,312,552) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  166,064   815,144   64,635   864   143,673   441,871   1,632,251   (58,045)   1,574,206 

Non-operating income (expense)

  (35,081)   (1,619)   46,559   (5,288)   (1,504)   55,291   58,358   (79,175)   (20,817) 

Net income before income tax expense

  130,983   813,525   111,194   (4,424)   142,169   497,162   1,690,609   (137,220)   1,553,389 

Income tax expense

  (31,698)   (203,983)   (26,909)   1,071   (32,774)   16,476   (277,817)   1,961   (275,856) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(expense)

  99,285   609,542   84,285   (3,353)   109,395   513,638   1,412,792   (135,259)   1,277,533 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  For the year ended December 31, 2017 
  Consumer
banking		  Corporate
banking		  Investment
banking		  Capital
market		  Credit
cards		  Headquarters
and others		  Sub-total  Adjust-
ments(*)		  Total 

Net Interest income

         

Interest income

  3,149,625   2,964,813   148,500   18,834   599,550   1,360,734   8,242,056   308,631   8,550,687 

Interest expense

  (955,836)   (1,681,652)   (243)   —   (135,947)   (834,662)   (3,608,340)   278,303   (3,330,037) 

Inter-segment

  (490,850)   512,216   (136,133)   18,049   —   96,718   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  1,702,939   1,795,377   12,124   36,883   463,603   622,790   4,633,716   586,934   5,220,650 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Netnon-interest Income (expense)

         

Non-interest income

  802,387   680,778   366,523   9,548,399   1,163,575   2,683,407   15,245,069   (12,858,172)   2,386,897 

Non-interest expense

  (253,961)   (170,268)   (214,355)   (9,478,728)   (1,090,038)   (2,132,053)   (13,339,403)   12,204,532   (1,134,871) 

Inter-segment

  101,524   60,826   —   —   —   (162,350)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  649,950   571,336   152,168   69,671   73,537   389,004   1,905,666   (653,640)   1,252,026 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income (expense)

         

General and administrative expense

  (1,808,974)   (832,429)   (12,881)   (16,567)   (163,536)   (954,238)   (3,788,625)   257,824   (3,530,801) 

Reversal of allowance for credit loss and impairment losses due to credit loss

  (97,587)   (316,859)   (50,954)   31,229   (235,116)   14,832   (654,455)   (130,678)   (785,133) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (1,906,561)   (1,149,288)   (63,835)   14,662   (398,652)   (939,406)   (4,443,080)   127,146   (4,315,934) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income

  446,328   1,217,425   100,457   121,216   138,488   72,388   2,096,302   60,440   2,156,742 

Non-operating income (expense)

  (98,510)   (3,153)   39,350   —   (5,219)   (112,734)   (180,266)   (26,970)   (207,236) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income before income tax expense

  347,818   1,214,272   139,807   121,216   133,269   (40,346)   1,916,036   33,470   1,949,506 

Income tax expense

  (84,172)   (296,634)   (33,834)   (29,335)   (32,055)   63,396   (412,634)   (6,784)   (419,418) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(expense)

  263,646   917,638   105,973   91,881   101,214   23,050   1,503,402   26,686   1,530,088 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  For the year ended December 31, 2018 
  Consumer
banking		  Corporate
banking		  Investment
banking		  Capital
market		  Credit
cards		  Headquarters
and others		  Sub-total  Adjust-
ments(*)		  Total 

Net Interest income (expense)

         

Interest income

  3,529,645   3,409,835   152,273   8,945   670,240   1,605,696   9,376,634   307,865   9,684,499 

Interest expense

  (1,021,639)   (2,168,000)   (150)   —   (160,642)   (983,547)   (4,333,978)   300,430   (4,033,548) 

Inter-segment

  (634,110)   833,224   (163,962)   25,963   —   (61,115)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  1,873,896   2,075,059   (11,839)   34,908   509,598   561,034   5,042,656   608,295   5,650,951 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Netnon-interest Income (expense)

         

Non-interest income

  678,360   721,096   230,357   7,020,740   665,534   1,214,380   10,530,467   (8,463,129)   2,067,338 

Non-interest expense

  (143,704)   (290,347)   (53,671)   (6,964,671)   (620,687)   (550,919)   (8,623,999)   7,618,618   (1,005,381) 

Inter-segment

  132,690   70,016   —   —   —   (202,706)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  667,346   500,765   176,686   56,069   44,847   460,755   1,906,468   (844,511)   1,061,957 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other income (expense)

         

General and administrative expense

  (1,865,933)   (868,608)   (14,318)   (18,452)   (170,765)   (967,923)   (3,905,999)   281,966   (3,624,033) 

Reversal of allowance for credit loss and impairment losses due to credit loss

  (127,220)   (61,064)   62,454   (16,861)   (227,144)   102,574   (267,261)   (62,313)   (329,574) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  (1,993,153)   (929,672)   48,136   (35,313)   (397,909)   (865,349)   (4,173,260)   219,653   (3,953,607) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating income (expenses)

  548,089   1,646,152   212,983   55,664   156,536   156,440   2,775,864   (16,563)   2,759,301 

Non-operating income(expenses)

  (20,208)   899   32,738   —   (5,547)   56,829   64,711   (19,140)   45,571 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (expense) before income tax expense

  527,881   1,647,051   245,721   55,664   150,989   213,269   2,840,575   (35,703)   2,804,872 

Income tax expense

  (145,167)   (445,619)   (67,573)   (15,308)   (36,222)   (41,088)   (750,977)   (2,246)   (753,223) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income (expense)

  382,714   1,201,432   178,148   40,356   114,767   172,181   2,089,598   (37,949)   2,051,649 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the year ended December 31, 2017(*1) 
  Banking  Credit
card		  Investment
Banking		  Others(*2)  Reporting
segment
total		  Adjustments(*3)  Total 

Net Interest income(expense)

  4,082,895   497,534   31,082   126   4,611,637   609,013   5,220,650 

Non-interest income(expense)

  1,517,752   39,606   5,804   282,504   1,845,666   (593,640)   1,252,026 

Impairment losses due to credit loss

  (365,978)   (235,116)   3,123   (33)   (598,004)   (187,129)   (785,133) 

General and administrative expense(*4)

  (3,329,923)   (163,536)   (18,477)   (276,683)   (3,788,619)   257,818   (3,530,801) 

Net operating income(expense)

  1,904,746   138,488   21,532   5,914   2,070,680   86,062   2,156,742 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-operating income(expense)

  (172,105)   (5,219)   (336)   (4,848)   (182,508)   (24,728)   (207,236) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(expense) before tax

  1,732,641   133,269   21,196   1,066   1,888,172   61,334   1,949,506 

Tax income(expense)

  (378,320)   (32,055)   (1,174)   (900)   (412,449)   (6,969)   (419,418) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(loss)

  1,354,321   101,214   20,022   166   1,475,723   54,365   1,530,088 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)1)

These adjustments are performed in orderFor comparative purpose, the category information of each customer from the previous term has been reclassified to present intersegment profit or loss adjustments based on managerial accounting asby operating segment according to the organization.

(*2)

Other subsidiaries include gains and losses from Woori FIS Co., Ltd., Woori Finance Research Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Inc. and Woori Private Equity Asset Management Co., Ltd.

(*3)

Adjustments were made for the presentation of profit or loss in accordance with IFRS.the Accounting Standards from the reporting segments in accordance with the Managerial Accounting Standards.

(*4)

Depreciation and amortization 183,601 million Won are included in General and administrative expense. There are the Banking (128,060 million Won), Credit card (9,516 million Won), Investment banking (840 million Won), others (45,184 million Won) and adjustments (1 million Won), respectively.

  For the year ended December 31, 2018(*1) 
  Banking  Credit card  Investment
Banking		  Others(*2)  Reporting
segment
total		  Adjustments(*3)  Total 

Net Interest income(expense)

  4,453,511   509,999   43,081   1,142   5,007,732   643,219   5,650,951 

Non-interest income(expense)

  1,517,141   59,971   19,814   297,196   1,894,122   (832,165)   1,061,957 

Impairment losses due to credit loss

  4,913   (227,144)   (3,898)   (166)   (226,296)   (103,278)   (329,574) 

General and administrative expense(*4)

  (3,416,320)   (170,765)   (26,081)   (292,826)   (3,905,993)   281,960   (3,624,033) 

Net operating income(expense)

  2,559,245   172,060   32,915   5,345   2,769,565   (10,264)   2,759,301 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-operating income(expense)

  69,897   (5,547)   (295)   199   64,255   (18,684)   45,571 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(expense) before tax

  2,629,142   166,513   32,621   5,545   2,833,821   (28,949)   2,804,872 

Tax income(expense)

  (713,178)   (39,979)   743   (2,238)   (754,651)   1,428   (753,223) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(loss)

  1,915,964   126,534   33,364   3,307   2,079,169   (27,520)   2,051,649 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

For comparative display, the category information of each customer from the previous term has been reclassified to profit or loss by operating segment according to the organization.

(*2)

Other subsidiaries include gains and losses from Woori FIS Co., Ltd., Woori Finance Research Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Inc. and Woori Private Equity Asset Management Co., Ltd.

(*3)

Adjustments were made for the presentation of profit or loss in accordance with the Accounting Standards from the reporting segments in accordance with the Managerial Accounting Standards.

(*4)

Depreciation and amortization 216,735 million Won are included in General and administrative expense. There are the Banking (177,882 million Won), Credit card (11,477 million Won), Investment banking (977 million Won), others (26,398 million Won) of which total bis and adjustments (1 million Won), respectively.

  For the year ended December 31, 2019 
  Banking  Credit card  Investment
banking		  Others(*1)  Sub-total  Adjustments(*2)  Total 

Net Interest income(expense)

  4,583,386   553,956   54,077   2,290   5,193,709   699,997   5,893,706 

Non-interest income(expense)

  1,557,247   31,842   33,539   957,880   2,580,508   (1,533,917)   1,046,591 

Impairment losses due to credit loss

  (32,621)   (259,604)   (572)   (538)   (293,335)   (80,909)   (374,244) 

General and administrative expense(*3)

  (3,478,535)   (190,062)   (31,183)   (323,528)   (4,023,308)   257,231   (3,766,077) 

Net operating income(expense)

  2,629,477   136,132   55,861   636,104   3,457,574   (657,598)   2,799,976 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-operating income(expense)

  (151,348)   13,889   (3,501)   (1,545)   (142,505)   65,578   (76,927) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(expense) before tax

  2,478,129   150,021   52,360   634,559   3,315,069   (592,020)   2,723,049 

Tax income(expense)

  (616,110)   (35,825)   998   (1,294)   (652,231)   (33,222)   (685,453) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income(loss)

  1,862,019   114,196   53,358   633,265   2,662,838   (625,242)   2,037,596 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

Other subsidiaries include gains and losses from Woori Financial Group Inc., Woori FIS Co., Ltd., Woori Finance Research Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Inc., Woori Asset Management Corp., Woori Private Equity Asset Management Co., Ltd. and Woori Global Asset Management Co., Ltd.

(*2)

Adjustments were made for the presentation of profit or loss in accordance with the Accounting Standards from the reporting segments in accordance with the Managerial Accounting Standards.

(*3)

Depreciation and amortization 481,176 million Won are included in General and administrative expense. There are the Banking (435,227 million Won), Credit card (28,367 million Won), Investment banking (2,212 million Won), others (16,492 million Won) and adjustments ((-) 1,122 million Won) respectively.

(2) Information on products(3) Operating profit or loss and services

The products of the Group are classified as interest-bearing products such as loans, deposits and debt securities andmajornon-interestnon-current bearing products such as loan commitment, credit commitment, equity securities, and credit card service. This classification of products has been reflected in the segment information presenting interest income andnon-interest income.

(3) Information on geographical areas

Of the Group’s revenue (interest income andnon-interest income)assets from services, revenue from the domesticexternal customers for the years ended December 31, 2016, 2017 and 2018 amounted to 22,265,508 millionperiod are as follows (Unit: Korean Won 9,817,327 million Won and 10,440,668 million Won, respectively, and revenue from the foreign customers amounted to and 1,016,788 million Won, 1,120,257 million Won and 1,311,169 million Won, respectively. Of the Group’snon-current assets (investments in joint ventures and associates, investment properties, premises and equipment and intangible assets),non-current assets attributed to domestic subsidiaries as of December 31, 2016, 2017 and 2018 are 3,498,327 million Won, 3,550,764 million Won and 3,551,924 million Won, respectively, and foreign subsidiaries are 240,946 million Won, 233,732 million Won and 236,050 million Won, respectively.millions):

   For the year ended December 31, 2018 
   Operating income(expense)
from external customers		   Major non-current assets(*) 

Domestic

   2,505,813    3,551,924 

Foreign

   253,488    236,050 
  

 

 

   

 

 

 

Total

   2,759,301    3,787,974 
  

 

 

   

 

 

 

(*)

Investments in joint ventures and associates, investment properties, premises and equipment and intangible assets andright-of-use assets are included in majornon-current assets.

   For the year ended December 31, 2019 
   Operating income(expense)
from external customers		   Major non-current assets(*) 

Domestic

   2,500,504    4,908,140 

Foreign

   299,472    387,284 
  

 

 

   

 

 

 

Total

   2,799,976    5,295,424 
  

 

 

   

 

 

 

(*)

Investments in joint ventures and associates, investment properties, premises and equipment and intangible assets andright-of-use assets are included in majornon-current assets.

(4) Information about major customers

The Group does not have any single customer that generates 10% or more of the Group’s total revenue.

6. STATEMENTS OF CASH AND CASH EQUIVALENTSFLOWS

(1) Details of cash and cash equivalents are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		   December 31,
2018		   December 31,
2018		   December 31,
2019		 

Cash

   2,009,363    2,107,861    2,107,861    1,957,997 

Foreign currencies

   617,155    725,083    725,083    625,999 

Demand deposits

   3,423,355    3,512,216    3,512,216    3,684,044 

Fixed deposits

   858,413    402,734    402,734    124,526 
  

 

   

 

   

 

   

 

 

Total

   6,908,286    6,747,894    6,747,894    6,392,566 
  

 

   

 

   

 

   

 

 

(2) Significant transactions of investing activities and financing activities not involving cash inflows and outflows are as follows (Unit: Korean Won in millions):

 

  For the years ended
December 31,		   For the years ended
December 31		 
  2017 2018   2017 2018 2019 

Changes in other comprehensive income related to valuation of financial assets at FVTOCI

   —  2,505    —  2,505  (14,141) 

Changes in other comprehensive income related toavailable-for-sale securities

   (84,498)   —    (84,498)   —   — 

Changes in other comprehensive income related to valuation of equity method investments

   612  2,958    612  2,958  613 

Changes in other comprehensive income related to valuation gain or loss on cash flow hedge

   777  (4,646) 

Changes in other comprehensive income related to valuation loss on cash flow hedge

   777  (4,646)  (1,823) 

Changes in equity related to assets held for sale

   4,145  (4,145)   — 

Changes in financial assets at FVTOCI as a result of debt-equity swap

   —  14,378    —  14,378  96,527 

Changes in investments in associates due to accounts transfer

   (62,571)  (89,151)  651 

Changes in investments in associates due to debt-equity swap

   51,227   —    51,227   —   — 

Changes in investments in associates due to accounts transfer

   (62,571)  (89,151) 

Classified to premises and equipment from investment properties

   —   —  166,892 

Changes in intangible assets related to account payables

   —   —  29,705 

Classified to assets held for distribution (sale) from premises and equipment

   —  6,243  (95) 

Increase inright-of-use assets and lease liabilities

   —   —  692,103 

Changes in unpaid dividends on hybrid equity securities

   (10,658)  3,569    (10,658)  3,569   — 

Changes in equity related to assets held for sale

   4,145  (4,145) 

Classified to assets held for sale from premises and equipment

   —  6,243 

Comprehensive stock exchange

   —   —  581,609 

(3) Adjustments of liabilities from financing activities in current and prior year are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2017 
   January 1, 2017   Cash flow  Not involving cash inflows and
outflows		   December 31, 2017 
  Foreign
Exchange		  Variation
of gains on
valuation
of hedged
items		  Others 

Borrowings

   18,769,515    (3,634,883)   (350,429)   —   503    14,784,706 

Debentures

   23,565,449    4,817,701   (478,249)   (39,373)   4,123    27,869,651 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Total

   42,334,964    1,182,818   (828,678)   (39,373)   4,626    42,654,357 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  January 1, 2018   Cash flow   Not involving cash inflows and
outflows		   December 31, 2018   Beginning
balance		   Cash flow   Not involving cash inflows and
outflows		   Ending
balance		 
  Foreign
Exchange		   Variation
of gains on
valuation
of hedged
items		 Others   Foreign
Exchange		   Variation
of gains on
valuation
of hedged
items		 Others 

Borrowings

   14,784,706    1,257,121    161,078    —  81    16,202,986    14,784,706    1,257,121    161,078    —  81    16,202,986 

Debentures

   27,869,651    612,331    267,339    (25,498)  12,039    28,735,862    27,869,651    612,331    267,339    (25,498)  12,039    28,735,862 
  

 

   

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

Total

   42,654,357    1,869,452    428,417    (25,498)  12,120    44,938,848    42,654,357    1,869,452    428,417    (25,498)  12,120    44,938,848 
  

 

   

 

   

 

   

 

  

 

   

 

   

 

   

 

   

 

   

 

  

 

   

 

 

   For the year ended December 31, 2019 
   Beginning
balance		   Cash flow  Not involving cash inflows and outflows  Ending
balance		 
  Foreign
Exchange		  Variation of
gains on
valuation of
hedged items		   Business
Combination
(Note 44)		   Others 

Borrowings

   16,202,986    3,081,757   (285,607)   —      —      (216)   18,998,920 

Debentures

   28,735,862    1,858,762   155,433   85,984    —      22,014   30,858,055 

Lease liabilities(*)

   377,030    (217,867)   (819)   —      5,552    255,149   419,045 
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   45,315,878    4,722,652   (130,993)   85,984    5,552    276,947   50,276,020 
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

  

 

 

 

(*)

The amount of lease liability at the beginning of the current in applying IFRS 16 is reflected.

7.

FINANCIAL ASSETS AT FVTPL

(1) FinancialDetails of financial assets at FVTPL as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		 

Financial assets at fair value through profit or loss mandatorily measured at fair value

   —    6,126,316 

Financial assets held for trading

   5,820,787    — 

Financial assets designated as at FVTPL

   22,290    — 
  

 

 

   

 

 

 

Total

   5,843,077    6,126,316 
  

 

 

   

 

 

 
   December 31,
2018		   December 31,
2019		 

Financial assets at fair value through profit or loss mandatorily measured at fair value

   6,126,316    8,069,144 

(2) Financial assets at fair value through profit or loss mandatorily measured at fair value and financial assets held for trading are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		   December 31,
2018		   December 31,
2018		   December 31,
2019		 

Deposits:

        

Gold banking asset

   25,972    26,935    26,935    27,901 

Securities:

        

Debt securities

        

Korean treasury and government agencies

   540,438    516,173    516,173    872,954 

Financial institutions

   1,476,498    533,393    533,393    600,303 

Corporates

   627,397    774,589    774,589    762,265 

Others

   —      101,563 

Equity securities

   21,666    455,666    455,666    688,350 

Capital contributions

   —    422,614    422,614    515,199 

Beneficiary certificates

   13,041    985,417    985,417    1,366,233 
  

 

   

 

   

 

   

 

 

Sub-total

   2,679,040    3,687,852    3,687,852    4,906,867 
  

 

   

 

   

 

   

 

 

Loans

   —    385,450    385,450    212,473 

Derivative assets

   3,115,775    2,026,079 

Derivatives assets

   2,026,079    2,921,903 
  

 

   

 

   

 

   

 

 

Total

   5,820,787    6,126,316    6,126,316    8,069,144 
  

 

   

 

   

 

   

 

 

(3) Financial assets at fair value through profit or loss designated as upon initial recognition areis nil as of December 31, 2018 and financial assets at fair value through profit or loss designated as upon initial recognition as of December 31, 2017 are as follows (Unit: Korean Won in millions):2019.

December 31,
2017

Debt securities

9,694

Equity securities

12,596

Total

22,290

8. AFS FINANCIAL ASSETS AND FINANCIAL ASSETS AT FVTOCI

(1) Detail of AFS financial assets as of December 31, 2017 are as follows (Unit: Korean Won in millions):

   For the year ended December 31, 2017 
   Amortized
cost		   Cumulative
gains on
valuation		   Cumulative
losses on
valuation		  Fair value 

Debt securities:

       

Korean treasury and government agencies

   2,338,760    1,193    (9,386)   2,330,567 

Financial institutions

   5,225,921    1,504    (10,159)   5,217,266 

Corporates

   2,727,016    3,851    (5,635)   2,725,232 

Asset-backed securities

   309,518    —    (1,337)   308,181 

Bond denominated in foreign currencies

   2,449,954    3,100    (10,475)   2,442,579 

Others

   35,154    21    (12)   35,163 
  

 

 

   

 

 

   

 

 

  

 

 

 

Sub-total

   13,086,323    9,669    (37,004)   13,058,988 
  

 

 

   

 

 

   

 

 

  

 

 

 

Equity securities

   982,393    430,921    (2,236)   1,411,078 

Beneficiary certificates

   697,655    18,701    (3,728)   712,628 

Securities loaned

   169,988    664    (396)   170,256 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   14,936,359    459,955    (43,364)   15,352,950 
  

 

 

   

 

 

   

 

 

  

 

 

 

(2) Details of financial assets at FVTOCI as of December 31, 2018 areand 2019 is as follows (Unit: Korean Won in millions):

 

December 31, 2018

Debt securities:

Korean treasury and government agencies

1,358,378

Financial institutions

11,252,790

Corporates

1,824,843

Bond denominated in foreign currencies

2,636,209

Sub-total

17,072,220

Equity securities

951,174

Securities loaned

40,029

Total

18,063,423

   December 31, 2018   December 31, 2019 

Debt securities:

    

Korean treasury and government agencies

   1,358,378    1,152,711 

Financial institutions

   11,252,790    17,769,924 

Corporates

   1,824,843    3,917,004 

Bond denominated in foreign currencies

   2,636,209    3,874,785 
  

 

 

   

 

 

 

Sub-total

   17,072,220    26,714,424 
  

 

 

   

 

 

 

Equity securities

   951,174    935,370 

Securities loaned

   40,029    80,737 
  

 

 

   

 

 

 

Total

   18,063,423    27,730,531 
  

 

 

   

 

 

 

(3)(2) Details of equity securities designated as financial assets at FVTOCI as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

December 31, 2018

Purpose of acquisition

Fair value

Strategic business partnership

662,934

Debt-equity swap

287,990

Others (Cooperative insurance, etc.)

250

Total

951,174

Purpose of acquisition

  December 31,
2018		   December 31,
2019		   Remarks 

Strategic business partnership

   662,934    678,846   

Debt-equity swap

   287,990    256,480   

Others

   250    44    Cooperative insurance, etc. 
  

 

 

   

 

 

   

Total

   951,174    935,370   
  

 

 

   

 

 

   

(4)(3) Changes in the loss allowance for credit losses and gross carrying amount of financial assets at FVTOCI are as follows (Unit: Korean Won in millions):

1) Loss allowanceAllowance for credit losses

 

   For the year ended December 31, 2018 
   Stage 1  Stage 2  Stage 3   Total 

Beginning balance(*1)

   (4,107)   (129)   —    (4,236) 

Transfer to12-month expected credit losses

   —   —   —    — 

Transfer to lifetime expected credit losses

   —   —   —    — 

Transfer to credit-impaired financial assets

   —   —   —    — 

Net provision of loss allowance

   (1,918)   (109)   —    (2,027) 

Others(*2)

   86   —   —    86 
  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance

   (5,939)   (238)   —    (6,177) 
  

 

 

  

 

 

  

 

 

   

 

 

 

(*1)

The beginning balance was restated in accordance with IFRS 9.

(*2)

Others consist of foreign currencies translation, etc.

2) Gross carrying amount

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2 Stage 3   Total   Stage 1 Stage 2 Stage 3   Total 

Beginning balance

   12,843,997  30,212   —    12,874,209    (4,107)  (129)   —    (4,236) 

Transfer to12-month expected credit losses

   —   —   —    —    —   —   —    — 

Transfer to lifetime expected credit losses

   —   —   —    —    —   —   —    — 

Transfer to credit-impaired financial assets

   —   —   —    —    —   —   —    — 

Acquisition

   13,275,429  10,000   —    13,285,429 

Disposal

   (9,146,307)  (15,047)   —    (9,161,354) 

Gain (loss) on valuation

   70,017  (59)   —    69,958 

Amortization on the effective interest method

   10,195  47   —    10,242 

Net provision of allowance for credit losses

   (1,918)  (109)   —    (2,027) 

Others(*)

   33,765   —   —    33,765    86   —   —    86 
  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

 

Ending balance

   17,087,096  25,153   —    17,112,249    (5,939)  (238)   —    (6,177) 
  

 

  

 

  

 

   

 

   

 

  

 

  

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

(5) The

   For the year ended December 31, 2019 
   Stage 1  Stage 2  Stage 3   Total 

Beginning balance

   (5,939)   (238)   —    (6,177) 

Transfer to12-month expected credit losses

   —   —   —    — 

Transfer to lifetime expected credit losses

   —   —   —    — 

Transfer to credit-impaired financial assets

   —   —   —    — 

Net provision of allowance for credit losses

   (3,297)   —   —    (3,297) 

Disposal

   615   238   —    853 

Others(*)

   52   —   —    52 
  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance

   (8,569)   —   —    (8,569) 
  

 

 

  

 

 

  

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

2) Gross carrying amount

   For the year ended December 31, 2018 
   Stage 1  Stage 2  Stage 3   Total 

Beginning balance

   12,843,997   30,212   —    12,874,209 

Transfer to12-month expected credit losses

   —   —   —    — 

Transfer to lifetime expected credit losses

   —   —   —    — 

Transfer to credit-impaired financial assets

   —   —   —    — 

Acquisition

   13,275,429   10,000   —    13,285,429 

Disposal / Redemption

   (9,146,307)   (15,047)   —    (9,161,354) 

Gain (loss) on valuation

   70,017   (59)   —    69,958 

Amortization based on effective interest method

   10,195   47   —    10,242 

Others(*)

   33,765   —   —    33,765 
  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance

   17,087,096   25,153   —    17,112,249 
  

 

 

  

 

 

  

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

   For the year ended December 31, 2019 
   Stage 1  Stage 2  Stage 3   Total 

Beginning balance

   17,087,096   25,153   —    17,112,249 

Transfer to12-month expected credit losses

   —   —   —    — 

Transfer to lifetime expected credit losses

   —   —   —    — 

Transfer to credit-impaired financial assets

   —   —   —    — 

Acquisition

   23,774,375   —   —    23,774,375 

Disposal / Redemption

   (14,224,358)   (25,000)   —    (14,249,358) 

Gain (loss) on valuation

   48,956   (153)   —    48,803 

Amortization based on effective interest method

   14,629   —   —    14,629 

Business combination (Note 44)

   24,985   —   —    24,985 

Others(*)

   69,478   —   —    69,478��
  

 

 

  

 

 

  

 

 

   

 

 

 

Ending balance

   26,795,161   —   —    26,795,161 
  

 

 

  

 

 

  

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

(4) During the current term, the Group disposed its equity securities, designated as financial assets at FVTOCI asin accordance with the sale settlement of the creditors determined to selland the securities for the year ended December 31, 2018. The fair value and accumulative gain on valuation of that equity securities at disposal date are 9,379is 34,841 million Won and 1,392the cumulative loss at disposal is 38,995 million Won, respectively.Won.

9. HTM FINANCIAL ASSETS AND SECURITIES AT AMORTIZED COST

(1) Details of HTM financial assets as of December 31, 2017 are as follows (Unit: Korean Won in millions):

   For the year ended December 31, 2017 
   Amortized cost   Cumulative
gains on
valuation		   Cumulative
losses on
valuation		  Fair value 

Korean treasury and government agencies

   3,994,857    6,944    (15,266)   3,986,535 

Financial institutions

   7,245,426    2,923    (15,067)   7,233,282 

Corporates

   5,311,970    12,367    (25,326)   5,299,011 

Bond denominated in foreign currencies

   197,043    832    (1,024)   196,851 
  

 

 

   

 

 

   

 

 

  

 

 

 

Total

   16,749,296    23,066    (56,683)   16,715,679 
  

 

 

   

 

 

   

 

 

  

 

 

 

(2) Details of securities at amortized cost as of December 31, 2018 and December 31, 2019 are as follows (Unit: Korean Won in millions):

 

December 31, 2018

Korean treasury and government agencies
   December 31, 2018  December 31, 2019 

Korean treasury and government agencies

   7,523,458   8,044,040 

Financial institutions

   9,474,922   6,694,614 

Corporates

   5,707,063   5,068,489 

Bond denominated in foreign currencies

   234,041   518,907 

Allowance for credit losses

   (6,925)   (5,511) 
  

 

 

  

 

 

 

Total

   22,932,559   20,320,539 
  

 

 

  

 

 

 

7,523,458

Financial institutions

9,474,922

Corporates

5,707,063

Bond denominated in foreign currencies

234,041

Loss allowance

(6,925) 

Total

22,932,559

(3)

(2) Changes in the loss allowance for credit losses and gross carrying amount of securities at amortized cost are as follows (Unit: Korean Won in millions):

1) Loss allowanceAllowance for credit losses

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2   Stage 3   Total   Stage 1 Stage 2   Stage 3   Total 

Beginning balance(*1)

   (5,078)   —    —    (5,078) 

Beginning balance

   (5,078)   —    —    (5,078) 

Transfer to12-month expected credit losses

   —   —    —    —    —   —    —    — 

Transfer to lifetime expected credit losses

   —   —    —    —    —   —    —    — 

Transfer to credit-impaired financial assets

   —   —    —    —    —   —    —    — 

Net provision of loss allowance

   (1,922)   —    —    (1,922) 

Net provision of allowance for credit losses

   (1,922)   —    —    (1,922) 

Disposal

   22   —    —    22    22   —    —    22 

Others(*2)

   54   —    —    54 

Others(*)

   54   —    —    54 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Ending balance

   (6,924)   —    —    (6,924)    (6,924)   —    —    (6,924) 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

(*1))

The beginning balance was restated in accordance with IFRS 9.Others consist of foreign currencies translation, etc.

   For the years ended December 31, 2019 
   Stage 1  Stage 2   Stage 3   Total 

Beginning balance

   (6,924)   —    —    (6,924) 

Transfer to12-month expected credit losses

   —   —    —    — 

Transfer to lifetime expected credit losses

   —   —    —    — 

Transfer to credit-impaired financial assets

   —   —    —    — 

Net reversal of allowance for credit losses

   1,415   —    —    1,415 

Others(*)

   (2)   —    —    (2) 
  

 

 

  

 

 

   

 

 

   

 

 

 

Ending balance

   (5,511)   —    —    (5,511) 
  

 

 

  

 

 

   

 

 

   

 

 

 

(*2))

Others consist of foreign currencies translation, etc.

2) Gross carrying amount

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2   Stage 3   Total   Stage 1 Stage 2   Stage 3   Total 

Beginning balance

   16,749,296   —    —    16,749,296    16,749,296   —    —    16,749,296 

Transfer to12-month expected credit losses

   —   —    —    —    —   —    —    — 

Transfer to lifetime expected credit losses

   —   —    —    —    —   —    —    — 

Transfer to credit-impaired financial assets

   —   —    —    —    —   —    —    — 

Acquisition

   15,622,847   —    —    15,622,847    15,622,847   —    —    15,622,847 

Disposal / Redemption

   (9,426,757)   —    —    (9,426,757) 

Amortization on the effective interest method

   (7,970)   —    —    (7,970) 

Disposal/Redemption

   (9,426,757)   —    —    (9,426,757) 

Amortization based on effective interest method

   (7,970)   —    —    (7,970) 

Others(*)

   2,068   —    —    2,068    2,068   —    —    2,068 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Ending balance

   22,939,484   —    —    22,939,484    22,939,484   —    —    22,939,484 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

   For the year ended December 31, 2019 
   Stage 1  Stage 2   Stage 3   Total 

Beginning balance

   22,939,484   —    —    22,939,484 

Transfer to12-month expected credit losses

   —   —    —    — 

Transfer to lifetime expected credit losses

   —   —    —    — 

Transfer to credit-impaired financial assets

   —   —    —    — 

Acquisition

   6,092,078   —    —    6,092,078 

Disposal/Redemption

   (8,709,947)   —    —    (8,709,947) 

Amortization based on effective interest method

   (3,286)   —    —    (3,286) 

Others(*)

   7,721   —    —    7,721 
  

 

 

  

 

 

   

 

 

   

 

 

 

Ending balance

   20,326,050   —    —    20,326,050 
  

 

 

  

 

 

   

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

10. LOANS AND RECEIVABLES, AND LOANS AND OTHER FINANCIAL ASSETS AT AMORTIZED COST, AND LOANS AND RECEIVABLES

(1) Details of loans and receivables as of December 31, 2017 and loans and other financial assets at amortized cost as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		   December 31,
2018		   December 31,
2018		   December 31,
2019		 

Due from banks

   8,868,378    14,151,012    14,151,012    14,492,223 

Loans

   251,523,301    260,819,917    260,819,917    271,032,244 

Other financial assets(other receivables)

   6,714,525    7,486,649 

Other financial assets

   7,486,649    8,193,226 
  

 

   

 

   

 

   

 

 

Total

   267,106,204    282,457,578    282,457,578    293,717,693 
  

 

   

 

   

 

   

 

 

(2) Details of due from banks are as follows (Unit: Korean Won in millions):

 

(2)

Details of due from banks are as follows (Unit: Korean Won in millions):

  December 31,
2017		 December 31,
2018		   December 31,
2018		 December 31,
2019		 

Due from banks in local currency:

      

Due from The Bank of Korea (“BOK”)

   6,246,496  11,034,602    11,034,602  11,028,850 

Due from depository banks

   30,003  90,988    90,988  82,509 

Due fromnon-depository institutions

   150  76    76  378 

Due from the Korea Exchange

   50,000  30,000    30,000  50,113 

Others

   97,365  85,915    85,915  43,253 

Loss allowance

   (1,541)  (3,069) 

Allowance for credit losses

   (3,069)  (2,865) 
  

 

  

 

   

 

  

 

 

Sub-total

   6,422,473  11,238,512    11,238,512  11,202,238 
  

 

  

 

   

 

  

 

 

Due from banks in foreign currencies:

      

Due from banks on demand

   794,353  828,022    828,022  1,122,521 

Due from banks on time

   972,915  1,288,303    1,288,303  1,296,842 

Others

   679,554  798,493    798,493  872,617 

Loss allowance

   (917)  (2,318) 

Allowance for credit losses

   (2,318)  (1,995) 
  

 

  

 

   

 

  

 

 

Sub-total

   2,445,905  2,912,500    2,912,500  3,289,985 
  

 

  

 

   

 

  

 

 

Total

   8,868,378  14,151,012    14,151,012  14,492,223 
  

 

  

 

   

 

  

 

 

(3) Details of restricted due from banks are as follows (Unit: Korean Won in millions):

 

  

Counterparty

 December 31,
2017

Reason of restriction

Due from banks in local currency:

Due from BOK

The BOK

6,246,496

Reserve deposits under the BOK Act

Others

The Korea Exchange and others

94,394

Central counterparty KRW margin and others

Sub-total

6,340,890

Due from banks in foreign currencies:

Due from banks on demand

The BOK and others

787,520

Reserve deposits under the BOK Act and others

Others

The People’s Bank of China and others

367,108

Reserve deposits and others

Sub-total

1,154,628

Total

  7,495,518

Counterparty

December 31,
2018		  

Reason of restriction

Due from banks in local currency:currencies:

   

Due from BOK

 

The BOK

  11,034,602  

Reserve deposits

under the BOK Act

Due from KSFC

Korea Securities Finance Corp.

30,000

Customer’s deposit reserve

Others

 

The Korea Exchange and others

 

81,889

51,889

 

Central counterparty KRW margin and others

  

 

 

  
 

Sub-total

  11,116,491  
  

 

 

  

Due from banks in foreign currencies:

   

Due from banks on demand

 

The BOK and others

  780,576  

Reserve deposits under the BOK Act and others

Others

 

Korea Investment & Securities and others

 

798,493

 

Overseas futures and options trade deposits and others

  

 

 

  
 

Sub-total

  1,579,069  
  

 

 

  
 

Total

  12,695,560  
  

 

 

  

Counterparty

December 31,
2019

Reason of restriction

Due from banks in local currencies:

Due from BOK

The BOK

11,028,850

Reserve deposits

under the BOK Act

Due from KSFC

Korea Securities Finance Corp.

50,000

Customer’s deposit reserve

Others

The Korea Exchange and others

41,645

Central counterparty KRW margin and others

Sub-total

11,120,495

Due from banks in foreign currencies:

Due from banks on demand

The BOK and others

1,103,917

Reserve deposits under the BOK Act and others

Foreign currency deposits on time

National Bank Cambodia

58

Reserve deposits and others

Others

Korea Investment & Securities and others

872,603

Overseas futures and options trade deposits and others

Sub-total

1,976,578

Total

13,097,073

(4) Changes in the loss allowance for credit losses and gross carrying amount of due from banks for the year ended December 31, 2018 are as follows (Unit: Korean Won in millions):

1) Loss allowanceAllowance for credit losses

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2   Stage 3   Total   Stage 1 Stage 2   Stage 3   Total 

Beginning balance(*1)

   (3,092)   —    —    (3,092) 

Beginning balance

   (3,092)   —      —      (3,092) 

Transfer to12-month expected credit losses

   —   —    —    —    —     —      —      —   

Transfer to lifetime expected credit losses

   —   —    —    —    —     —      —      —   

Transfer to credit-impaired financial assets

   —   —    —    —    —     —      —      —   

Net provision of loss allowance

   (2,219)   —    —    (2,219) 

Others(*2)

   (76)   —    —    (76) 

Net provision of allowance for credit losses

   (2,219)   —      —      (2,219) 

Others(*)

   (76)   —      —      (76) 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Ending balance

   (5,387)   —    —    (5,387)    (5,387)   —      —      (5,387) 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

 

(*1)

The beginning balance was restated in accordance with IFRS 9.

(*2))

Others consist of foreign currencies translation, andetc.

   For the year ended December 31, 2019 
   Stage 1  Stage 2   Stage 3   Total 

Beginning balance

   (5,387)   —      —      (5,387) 

Transfer to12-month expected credit losses

   —     —      —      —   

Transfer to lifetime expected credit losses

   —     —      —      —   

Transfer to credit-impaired financial assets

   —     —      —      —   

Reversal of allowance for credit losses

   544   —      —      544 

Others(*)

   (17)   —      —      (17) 
  

 

 

  

 

 

   

 

 

   

 

 

 

Ending balance

   (4,860)   —      —      (4,860) 
  

 

 

  

 

 

   

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

2) Gross carrying amount

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2   Stage 3   Total   Stage 1 Stage 2   Stage 3   Total 

Beginning balance

   8,870,835   —    —    8,870,835    8,870,835   —      —      8,870,835 

Transfer to12-month expected credit losses

   —   —    —    —    —     —      —      —   

Transfer to lifetime expected credit losses

   —   —    —    —    —     —      —      —   

Transfer to credit-impaired financial assets

   —   —    —    —    —     —      —      —   

Net increase

   5,302,244   —    —    5,302,244    5,302,244   —      —      5,302,244 

Other

   (16,680)   —    —    (16,680) 

Others(*)

   (16,680)       (16,680) 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

Ending balance

   14,156,399   —    —    14,156,399    14,156,399   —      —      14,156,399 
  

 

  

 

   

 

   

 

   

 

  

 

   

 

   

 

 

(*)

Others consist of foreign currencies translation, etc.

   For the year ended December 31, 2019 
   Stage 1  Stage 2   Stage 3   Total 

Beginning balance

   14,156,399   —    —    14,156,399 

Transfer to12-month expected credit losses

   —   —    —    — 

Transfer to lifetime expected credit losses

   —   —    —    — 

Transfer to credit-impaired financial assets

   —   —    —    — 

Net increase

   313,991   —    —    313,991 

Business combination (Note 44)

   35,910   —    —    35,910 

Others(*)

   (9,217)   —    —    (9,217) 
  

 

 

  

 

 

   

 

 

   

 

 

 

Ending balance

   14,497,083   —    —    14,497,083 
  

 

 

  

 

 

   

 

 

   

 

 

 

(*)

Others consist of foreign currencies translation, etc.

(5) Details of loans are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		  December 31,
2018		 

Loans in local currency

   200,213,230   210,701,421 

Loans in foreign currencies

   13,147,888   15,239,032 

Domestic banker’s letter of credit

   2,516,907   2,934,366 

Credit card accounts

   6,827,295   8,051,384 

Bills bought in foreign currencies

   8,197,159   7,874,457 

Bills bought in local currency

   334,714   22,885 

Factoring receivables

   137,523   45,851 

Advances for customers on guarantees

   23,620   13,810 

Private placement bonds

   362,319   365,531 

Securitized loans

   563,152   1,377,072 

Call loans

   3,003,455   2,669,080 

Bonds purchased under resale agreements

   16,859,064   11,701,951 

Others

   607,325   1,037,283 

Loan origination costs and fees

   510,860   574,178 

Discounted present value

   (10,988)   (10,308) 

Loss allowance

   (1,770,222)   (1,778,076) 
  

 

 

  

 

 

 

Total

   251,523,301   260,819,917 
  

 

 

  

 

 

 

   December 31,
2018		  December 31,
2019		 

Loans in local currency

   210,701,421   221,484,049 

Loans in foreign currencies

   15,239,032   18,534,270 

Domestic banker’s usance

   2,934,366   2,899,651 

Credit card accounts

   8,051,384   8,398,605 

Bills bought in foreign currencies

   7,874,457   4,772,093 

Bills bought in local currency

   22,885   61,362 

Factoring receivables

   45,851   20,905 

Advances for customers on guarantees

   13,810   12,616 

Private placement bonds

   365,531   307,339 

Securitized loans

   1,377,072   2,250,042 

Call loans

   2,669,080   3,290,167 

Bonds purchased under resale agreements

   11,701,951   8,981,752 

Others

   1,037,283   980,448 

Loan origination costs and fees

   574,178   620,791 

Discounted present value

   (10,308)   (6,826) 

Allowance for credit losses

   (1,778,076)   (1,575,020) 
  

 

 

  

 

 

 

Total

   260,819,917   271,032,244 
  

 

 

  

 

 

 

(6) Changes in the loss allowances for losses on loans and receivables for the year ended December 31, 2016 and 2017 are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2016 
   Consumers  Corporates  Credit card  Others  Total 

Beginning balance

   (203,433)   (1,686,194)   (145,810)   (442,620)   (2,478,057) 

Net provision

   (73,356)   (536,359)   (207,730)   (73,318)   (890,763) 

Recoveries ofwritten-off loans

   (53,679)   (192,183)   (44,393)   (19,233)   (309,488) 

Charge-off

   155,424   722,359   242,561   236,857   1,357,201 

Sales of loans and receivables

   2,055   113,177   —   91,800   207,032 

Unwinding effect

   10,319   66,901   —   —   77,220 

Others(*)

   (1,188)   13,457   —   (2,510)   9,759 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (163,858)   (1,498,842)   (155,372)   (209,024)   (2,027,096) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  For the year ended December 31, 2017   For the year ended December 31, 2017 
  Consumers Corporates Credit card Others Total   Consumers Corporates Credit card Others Total 

Beginning balance

   (163,858)  (1,498,842)  (155,372)  (209,024)  (2,027,096)    (163,858)  (1,498,842)  (155,372)  (209,024)  (2,027,096) 

Net reversal (provision) of loss allowance

   (131,275)  (539,222)  (203,968)  12,192  (862,273) 

Net reversal (provision) of allowance for loan losses

   (131,275)  (539,222)  (203,968)  12,192  (862,273) 

Recoveries of loans previously charged off

   (45,060)  (84,413)  (51,366)  (68)  (180,907)    (45,060)  (84,413)  (51,366)  (68)  (180,907) 

Charge-off

   142,099  453,249  228,640  63,181  887,169    142,099  453,249  228,640  63,181  887,169 

Disposal

   898  65,145   —  29,186  95,229    898  65,145   —  29,186  95,229 

Unwinding effect

   8,643  36,548   —   —  45,191    8,643  36,548   —   —  45,191 

Others(*)

   908  211,729  1  (193)  212,445    908  211,729  1  (193)  212,445 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

Ending balance

   (187,645)  (1,355,806)  (182,065)  (104,726)  (1,830,242)    (187,645)  (1,355,806)  (182,065)  (104,726)  (1,830,242) 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

 

(*)

Others consist of debt-equity swap, foreign currencies translation and etc.

Changes in the loss allowance onfor credit losses of loans for the yearyears ended December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2018 
   Consumers  Corporates 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance(*1)

   (101,479)   (41,358)   (117,168)   (365,251)   (255,922)   (905,243) 

Transfer to12-month expected credit losses

   (9,848)   8,966   882   (24,324)   22,658   1,666 

Transfer to lifetime expected credit losses

   5,905   (7,183)   1,278   15,074   (407,780)   392,706 

Transfer to credit-impaired financial assets

   79,078   47,343   (126,421)   62,731   97,750   (160,481) 

Net reversal (provision) of loss allowance

   (86,224)   (56,164)   (49,637)   (68,381)   193,392   (94,004) 

Recoveries of loans previously charged off

   —   —   (51,855)   —   —   (127,630) 

Charge-off

   —   —   204,552   —   —   290,109 

Disposal

   —   33   1,633   —   237   49,902 

Unwinding effect

   —   —   7,945   —   —   23,381 

Others(*2)

   (1,941)   (5)   (1,115)   31,840   46   1,921 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (114,509)   (48,368)   (129,906)   (348,311)   (349,619)   (527,673) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   For the year ended December 31, 2018 
   Consumers  Corporates 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   (101,479)   (41,358)   (117,168)   (365,251)   (255,922)   (905,243) 

Transfer to12-month expected credit losses

   (9,848)   8,966   882   (24,324)   22,658   1,666 

Transfer to lifetime expected credit losses

   5,905   (7,183)   1,278   15,074   (407,780)   392,706 

Transfer to credit-impaired financial assets

   79,078   47,343   (126,421)   62,731   97,750   (160,481) 

Net reversal(provision) of allowance for credit losses

   (86,224)   (56,164)   (49,637)   (68,381)   193,392   (94,004) 

Recovery

   —   —   (51,855)   —   —   (127,630) 

Charge-off

   —   —   204,552   —   —   290,109 

Disposal

   —   33   1,633   —   237   49,902 

Interest income from impaired loans

   —   —   7,945   —   —   23,381 

Others(*)

   (1,941)   (5)   (1,115)   31,840   46   1,921 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (114,509)   (48,368)   (129,906)   (348,311)   (349,619)   (527,673) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Credit card accounts Sub-total  Total   Credit card accounts Total 
  Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3   Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3 

Beginning balance(*1)

   (57,134)  (71,463)  (102,858)  (523,864)  (368,743)  (1,125,269)  (2,017,876) 

Beginning balance

   (57,134)  (71,463)  (102,858)  (523,864)  (368,743)  (1,125,269) 

Transfer to12-month expected credit losses

   (13,846)  13,738  108  (48,018)  45,362  2,656   —    (13,846)  13,738  108  (48,018)  45,362  2,656 

Transfer to lifetime expected credit losses

   5,871  (6,194)  323  26,850  (421,157)  394,307   —    5,871  (6,194)  323  26,850  (421,157)  394,307 

Transfer to credit-impaired financial assets

   82,406  84,048  (166,454)  224,215  229,141  (453,356)   —    82,406  84,048  (166,454)  224,215  229,141  (453,356) 

Net reversal (provision) of loss allowance

   (82,083)  (98,260)  (33,205)  (236,688)  38,968  (176,846)  (374,566) 

Recoveries of loans previously charged off

   —   —  (57,565)   —   —  (237,050)  (237,050) 

Net reversal(provision) of allowance for credit losses

   (82,083)  (98,260)  (33,205)  (236,688)  38,968  (176,846) 

Recovery

   —   —  (57,565)   —   —  (237,050) 

Charge-off

   —   —  242,879   —   —  737,540  737,540    —   —  242,879   —   —  737,540 

Disposal

   —   —   —   —  270  51,535  51,805    —   —   —   —  270  51,535 

Unwinding effect

   —   —   —   —   —  31,326  31,326 

Others(*2)

   (1)   —   —  29,898  41  806  30,745 

Interest income from impaired loans

   —   —   —   —   —  31,326 

Others(*)

   (1)   —   —  29,898  41  806 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

   (64,787)  (78,131)  (116,772)  (527,607)  (476,118)  (774,351)  (1,778,076)    (64,787)  (78,131)  (116,772)  (527,607)  (476,118)  (774,351) 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1))

The beginning balance was restated in accordance with IFRS 9.

(*2)

Others consist ofChanges due to debt-equity swap, foreign currencies translation, and etc.

   For the year ended December 31, 2019 
   Consumers  Corporates 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   (114,509)   (48,368)   (129,906)   (348,311)   (349,619)   (527,673) 

Transfer to12-month expected credit losses

   (14,430)   13,661   769   (58,537)   49,884   8,653 

Transfer to lifetime expected credit losses

   14,022   (15,332)   1,310   8,215   (20,473)   12,258 

Transfer to credit-impaired financial assets

   8,603   10,312   (18,915)   3,308   17,852   (21,160) 

Net reversal(provision) of allowance for credit losses

   21,802   (38,203)   (146,204)   86,565   6,855   (75,392) 

Recovery

   —   —   (61,914)   —   —   (66,359) 

Charge-off

   —   —   217,382   —   —   222,537 

Disposal

   —   —   2,763   —   1   42,095 

Interest income from impaired loans

   —   —   9,647   —   —   17,887 

Business combination (Note 44)

   —   —   —   (9)   (2,008)   (3,150) 

Others(*)

   (636)   (32)   (520)   (15,489)   (210)   259 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (85,148)   (77,962)   (125,588)   (324,258)   (297,718)   (390,045) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2019 
   Credit card accounts  Total 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   (64,787)   (78,131)   (116,772)   (527,607)   (476,118)   (774,351) 

Transfer to12-month expected credit losses

   (15,712)   15,231   481   (88,679)   78,776   9,903 

Transfer to lifetime expected credit losses

   6,031   (6,317)   286   28,268   (42,122)   13,854 

Transfer to credit-impaired financial assets

   98,647   94,116   (192,763)   110,558   122,280   (232,838) 

Net reversal(provision) of allowance for credit losses

   (98,888)   (96,434)   (40,343)   9,479   (127,782)   (261,939) 

Recovery

   —   —   (60,365)   —   —   (188,638) 

Charge-off

   —   —   281,420   —   —   721,339 

Disposal

   —   —   —   —   1   44,858 

Interest income from impaired loans

   —   —   —   —   —   27,534 

Business combination (Note 44)

   —   —   —   (9)   (2,008)   (3,150) 

Others(*)

   (17)   2   14   (16,142)   (240)   (247) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (74,726)   (71,533)   (128,042)   (484,132)   (447,213)   (643,675) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*)

Changes due to debt-equity swap, foreign currencies translation, and etc.

(7) Changes in the gross carrying amount of loans for the year ended December 31, 2018 are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2018 
   Consumers  Corporates 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   103,502,347   5,487,758   326,739   131,096,396   4,466,354   1,622,409 

Transfer to12-month expected credit losses

   1,921,485   (1,912,046)   (9,439)   1,081,702   (1,077,895)   (3,807) 

Transfer to lifetime expected credit losses

   (3,186,506)   3,199,993   (13,487)   (2,275,984)   2,733,860   (457,876) 

Transfer to credit-impaired financial assets

   (218,943)   (127,447)   346,390   (348,503)   (275,189)   623,692 

Charge-off

   —   —   (204,552)   —   —   (290,109) 

Disposal

   —   (478)   (31,910)   —   (2,781)   (166,347) 

Net increase (decrease)

   8,600,859   (619,771)   (22,247)   1,900,116   (813,091)   (307,304) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   110,619,242   6,028,009   391,494   131,453,727   5,031,258   1,020,658 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2018 
   Credit card accounts  Total 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   5,721,743   935,266   177,983   240,320,486   10,889,378   2,127,131 

Transfer to12-month expected credit losses

   221,984   (221,841)   (143)   3,225,171   (3,211,782)   (13,389) 

Transfer to lifetime expected credit losses

   (287,623)   288,027   (404)   (5,750,113)   6,221,880   (471,767) 

Transfer to credit-impaired financial assets

   (104,459)   (95,758)   200,217   (671,905)   (498,394)   1,170,299 

Charge-off

   —   —   (242,879)   —   —   (737,540) 

Disposal

   —   —   —   —   (3,259)   (198,257) 

Net increase (decrease)

   1,310,199   77,078   74,215   11,811,174   (1,355,784)   (255,336) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   6,861,844   982,772   208,989   248,934,813   12,042,039   1,621,141 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2019 
   Consumers  Corporates 
   Stage 1  Stage 2  Stage 3  Stage 1  Stage 2  Stage 3 

Beginning balance

   110,619,242   6,028,009   391,494   131,453,727   5,031,258   1,020,658 

Transfer to12-month expected credit losses

   2,626,998   (2,614,767)   (12,231)   1,560,734   (1,550,164)   (10,570) 

Transfer to lifetime expected credit losses

   (8,238,499)   8,256,600   (18,101)   (2,306,186)   2,341,881   (35,695) 

Transfer to credit-impaired financial assets

   (152,128)   (104,129)   256,257   (252,249)   (142,902)   395,151 

Charge-off

   —   —   (217,382)   —   —   (222,537) 

Disposal

   —   (55)   (67,924)   —   (70)   (161,318) 

Net increase (decrease)

   6,397,570   883,149   85,561   3,985,392   (809,566)   (266,432) 

Business combination (Note 44)

   100   —   —   2,561   40,161   21,000 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   111,253,283   12,448,807   417,674   134,443,979   4,910,598   740,257 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 For the year ended December 31, 2018   For the year ended December 31, 2019 
 Credit card accounts Sub-total  Total   Credit card accounts Total 
 Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3   Stage 1 Stage 2 Stage 3 Stage 1 Stage 2 Stage 3 

Beginning balance

 5,721,743  935,266  177,983  240,320,486  10,889,378  2,127,131  253,336,995    6,861,844  982,772  208,989  248,934,813  12,042,039  1,621,141 

Transfer to12-month expected credit losses

 221,984  (221,841)  (143)  3,225,171  (3,211,782)  (13,389)   —    258,674  (258,166)  (508)  4,446,406  (4,423,097)  (23,309) 

Transfer to lifetime expected credit losses

 (287,623)  288,027  (404)  (5,750,113)  6,221,880  (471,767)   —    (307,100)  307,450  (350)  (10,851,785)  10,905,931  (54,146) 

Transfer to credit-impaired financial assets

 (104,459)  (95,758)  200,217  (671,905)  (498,394)  1,170,299   —    (124,675)  (104,712)  229,387  (529,052)  (351,743)  880,795 

Charge-off

  —   —  (242,879)   —   —  (737,540)  (737,540)    —   —  (281,420)   —   —  (721,339) 

Disposal

  —   —   —   —  (3,259)  (198,257)  (201,516)    —   —   —   —  (125)  (229,242) 

Net increase (decrease)

 1,310,199  77,078  74,215  11,811,174  (1,355,784)  (255,336)  10,200,054    589,724  (41,512)  72,269  10,972,686  32,071  (108,602) 

Business combination (Note 44)

   —   —   —  2,661  40,161  21,000 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 6,861,844  982,772  208,989  248,934,813  12,042,039  1,621,141  262,597,993    7,278,467  885,832  228,367  252,975,729  18,245,237  1,386,298 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

 

(8) Details of other financial assets (other receivables) are as follows (Unit: Korean Won in millions):

 

  December 31, 2017 December 31, 2018   December 31,
2018		 December 31,
2019		 

CMA accounts

   135,000  185,999    185,999  199,000 

Receivables

   4,459,318  4,864,738    4,864,738  5,653,997 

Accrued income

   1,026,273  1,002,964    1,002,964  1,012,240 

Telex and telephone subscription rights and refundable deposits

   984,620  986,834    986,834  949,118 

Other receivables

   166,877  514,055    514,055  456,010 

Loss allowance

   (57,563)  (67,941) 

Allowance for credit losses

   (67,941)  (77,139) 
  

 

  

 

   

 

  

 

 

Total

   6,714,525  7,486,649    7,486,649  8,193,226 
  

 

  

 

   

 

  

 

 

(9) Changes in the loss allowances for credit losses on other financial assets for the year ended December 31, 2018 are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2018 
   Stage 1  Stage 2  Stage 3  Total 

Beginning balance(*1)

   (2,955)   (1,832)   (54,211)   (58,998) 

Transfer to12-month expected credit losses

   (150)   139   11   — 

Transfer to lifetime expected credit losses

   105   (416)   311   — 

Transfer to credit-impaired financial assets

   6,509   304   (6,813)   — 

Net provision of loss allowance

   (6,583)   (166)   (31,550)   (38,299) 

Charge-off

   —   —   28,200   28,200 

Disposal

   —   1   1,264   1,265 

Others(*2)

   (395)   (1)   287   (109) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (3,469)   (1,971)   (62,501)   (67,941) 
  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

The beginning balance was restated in accordance with IFRS 9.

(*2)

Others consist of foreign currencies translation and etc.

   For the year ended December 31, 2018 
   Stage 1  Stage 2  Stage 3  Total 

Beginning balance

   (2,955)   (1,832)   (54,211)   (58,998) 

Transfer to12-month expected credit losses

   (150)   139   11   — 

Transfer to lifetime expected credit losses

   105   (416)   311   — 

Transfer to credit-impaired financial assets

   6,509   304   (6,813)   — 

Net provision of allowance for credit losses

   (6,583)   (166)   (31,550)   (38,299) 

Charge-off

   —   —   28,200   28,200 

Disposal

   —   1   1,264   1,265 

Others

   (395)   (1)   287   (109) 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (3,469)   (1,971)   (62,501)   (67,941) 
  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2019 
   Stage 1  Stage 2  Stage 3  Total 

Beginning balance

   (3,469)   (1,971)   (62,501)   (67,941) 

Transfer to12-month expected credit losses

   (207)   198   9   — 

Transfer to lifetime expected credit losses

   116   (43)   (73)   — 

Transfer to credit-impaired financial assets

   19   159   (178)   — 

Net reversal (provision) of allowance for credit losses

   802   (9)   (6,854)   (6,061) 

Charge-off

   —   —   2,506   2,506 

Disposal

   —   —   1,685   1,685 

Business combination (Note 44)

   (401)   —   (7,268)   (7,669) 

Others

   (56)   —   397   341 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   (3,196)   (1,666)   (72,277)   (77,139) 
  

 

 

  

 

 

  

 

 

  

 

 

 

(10) Changes in the gross carrying amount of other financial assets for the year ended December 31, 2018 are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2 Stage 3 Total   Stage 1 Stage 2 Stage 3 Total 

Beginning balance

   6,662,335  29,124  79,912  6,771,371    6,662,335  29,124  79,912  6,771,371 

Transfer to12-month expected credit losses

   7,573  (7,556)  (17)   —    7,573  (7,556)  (17)   — 

Transfer to lifetime expected credit losses

   (11,418)  11,734  (316)   —    (11,418)  11,734  (316)   — 

Transfer to credit-impaired financial assets

   (7,580)  (1,110)  8,690   —    (7,580)  (1,110)  8,690   — 

Charge-off

   —   —  (28,201)  (28,201)    —   —  (28,201)  (28,201) 

Disposal

   —  (5)  (1,640)  (1,645)    —  (5)  (1,640)  (1,645) 

Net increase and others

   803,480  (3,994)  13,579  813,065 

Net increase (decrease)

   803,480  (3,994)  13,579  813,065 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

   7,454,390  28,193  72,007  7,554,590    7,454,390  28,193  72,007  7,554,590 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

   For the year ended December 31, 2019 
   Stage 1  Stage 2  Stage 3  Total 

Beginning balance

   7,454,390   28,193   72,007   7,554,590 

Transfer to12-month expected credit losses

   8,036   (8,019)   (17)   — 

Transfer to lifetime expected credit losses

   (17,678)   17,740   (62)   — 

Transfer to credit-impaired financial assets

   (952)   (918)   1,870   — 

Charge-off

   —   —   (2,506)   (2,506) 

Disposal

   —   —   (2,212)   (2,212) 

Net increase

   606,457   55,651   41,138   703,246 

Business combination (Note 44)

   9,591   —   7,656   17,247 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   8,059,844   92,647   117,874   8,270,365 
  

 

 

  

 

 

  

 

 

  

 

 

 

 

11.

FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES

 

(1)

The fair value hierarchy

The fair value hierarchy is determined by the levels of judgment involved in estimating fair values of financial assets and liabilities. The specific financial instruments characteristics and market condition such as volume of transactions and transparency are reflected to the market observable inputs. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities. The Group maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value of its financial assets and financial liabilities. Fair value is measured based on the perspective of a

market participant. As such, even when market assumptions are not readily available, the Group’s own assumptions reflect those that market participants would use for measuring the assets or liabilities at the measurement date.

The fair value measurement is described in the one of the following three levels used to classify fair value measurements:

 

Level 1—fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. The types of financial assets or liabilities generally included in Level 1 are publicly traded equity securities, derivatives, and debt securities issued by governmental bodies.

Level 2—fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices). The types of financial assets or liabilities generally included in Level 2 are debt securities not traded in active markets and derivatives traded in OTC but not required significant judgment.

Level 3—fair value measurements are those derived from valuation technique that include inputs for the assets or liabilities that are not based on observable market data (unobservable inputs). The types of financial assets or liabilities generally included in Level 3 arenon-public securities and derivatives and debt securities of which valuation techniques require significant judgments and subjectivity.

The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Group’s assessment of the significance of a particular input to a fair value measurement in its entirety requires judgment and consideration of inherent factors of the asset or liability.

(2) Fair value hierarchy of financial assets and liabilities measured at fair value are as follows (Unit: Korean Won in millions):

 

   December 31, 2017 
   Level 1(*1)   Level 2(*1)   Level 3(*2)   Total 

Financial assets:

        

Financial assets held for trading

        

Deposits

   25,972    —    —    25,972 

Debt securities

   405,942    2,238,391    —    2,644,333 

Equity securities

   21,666    —    —    21,666 

Beneficiary certificates

   —    13,041    —    13,041 

Derivative assets

   1,021    3,093,272    21,482    3,115,775 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   454,601    5,344,704    21,482    5,820,787 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial assets designated as at FVTPL

        

Debt securities

   —    —    9,694    9,694 

Equity securities

   —    —    12,596    12,596 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   —    —    22,290    22,290 
  

 

 

   

 

 

   

 

 

   

 

 

 

AFS financial assets

        

Debt securities

   2,710,172    10,348,816    —    13,058,988 

Equity securities

   399,214    —    1,011,864    1,411,078 

Beneficiary certificates

   —    68,722    643,906    712,628 

Securities loaned

   69,778    100,478    —    170,256 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   3,179,164    10,518,016    1,655,770    15,352,950 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative assets (Designated for hedging)

   —    59,272    —    59,272 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,633,765    15,921,992    1,699,542    21,255,299 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities:

        

Financial liabilities held for trading

        

Deposits due to customers

   25,964    —    —    25,964 

Derivative liabilities

   2,613    3,126,585    20,951    3,150,149 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   28,577    3,126,585    20,951    3,176,113 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities designated as at FVTPL

        

Equity-linked securities

   —    —    160,057    160,057 

Debentures

   —    91,739    —    91,739 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   —    91,739    160,057    251,796 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative liabilities (Designated for hedging)

   —    67,754    —    67,754 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   28,577    3,286,078    181,008    3,495,663 
  

 

 

   

 

 

   

 

 

   

 

 

 

  December 31, 2018   December 31, 2018 
  Level 1(*1)   Level 2(*1)   Level 3   Total   Level 1(*)   Level 2(*)   Level 3   Total 

Financial assets:

                

Financial assets at fair value through profit or loss mandatorily measured at fair value

                

Deposits

   26,935    —    —    26,935    26,935    —    —    26,935 

Debt securities

   239,794    1,575,972    8,389    1,824,155    239,794    1,575,972    8,389    1,824,155 

Equity securities

   53,806    —    401,860    455,666    53,806    —    401,860    455,666 

Capital contributions

   —    —    422,614    422,614    —    —    422,614    422,614 

Beneficiary certificates

   2,130    128,988    854,299    985,417    2,130    128,988    854,299    985,417 

Loans

   —    205,000    180,450    385,450    —    205,000    180,450    385,450 

Derivative assets

   13,216    1,964,065    48,798    2,026,079 

Derivative assets (Designated for trading)

   13,216    1,964,065    48,798    2,026,079 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

   335,881    3,874,025    1,916,410    6,126,316    335,881    3,874,025    1,916,410    6,126,316 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial assets at FVTOCI

                

Debt securities

   1,838,409    15,233,811    —    17,072,220    1,838,409    15,233,811    —    17,072,220 

Equity securities

   482,327    —    468,847    951,174    482,327    —    468,847    951,174 

Securities loaned

   —    40,029    —    40,029    —    40,029    —    40,029 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

   2,320,736    15,273,840    468,847    18,063,423    2,320,736    15,273,840    468,847    18,063,423 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Derivative assets (Designated for hedging)

   —    35,503    —    35,503    —    35,503    —    35,503 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   2,656,617    19,183,368    2,385,257    24,225,242    2,656,617    19,183,368    2,385,257    24,225,242 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities:

                

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

                

Deposits due to customers

   27,058    —    —    27,058    27,058    —    —    27,058 

Derivative liabilities

   2,245    2,071,925    16,691    2,090,861 

Derivative liabilities (Designated for trading)

   2,245    2,071,925    16,691    2,090,861 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

   29,303    2,071,925    16,691    2,117,919    29,303    2,071,925    16,691    2,117,919 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

                

Equity-linked securities

   —    —    164,767    164,767    —    —    164,767    164,767 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Derivative liabilities (Designated for hedging)

   —    51,408    —    51,408    —    51,408    —    51,408 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   29,303    2,123,333    181,458    2,334,094    29,303    2,123,333    181,458    2,334,094 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(*1))

There were no transfers between Level 1 and Level 2 of financial assets and liabilities measured at fair value. The Group recognizes transfers among levels at the end of reporting period in which events have occurred or conditions have changed.

   December 31, 2019 
   Level 1(*)   Level 2(*)   Level 3   Total 

Financial assets:

        

Financial assets at fair value through profit or loss mandatorily measured at fair value

        

Deposits

   27,901    —    —    27,901 

Debt securities

   420,330    1,910,929    5,826    2,337,085 

Equity securities

   157,895    1,834    528,621    688,350 

Capital contributions

   —    —    515,199    515,199 

Beneficiary certificates

   1    90,498    1,275,734    1,366,233 

Loans

   —    59,844    152,629    212,473 

Derivative assets (Designated for trading)

   3,057    2,893,798    25,048    2,921,903 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   609,184    4,956,903    2,503,057    8,069,144 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial assets at FVTOCI

        

Debt securities

   2,146,163    24,568,261    —    26,714,424 

Equity securities

   441,672    —    493,698    935,370 

Securities loaned

   —    80,737    —    80,737 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   2,587,835    24,648,998    493,698    27,730,531 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative assets (Designated for hedging)

   —    121,131    —    121,131 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,197,019    29,727,032    2,996,755    35,920,806 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities:

        

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

        

Deposits due to customers

   27,530    —    —    27,530 

Derivative liabilities (Designated for trading)

   4,336    2,766,771    72,039    2,843,146 
  

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   31,866    2,766,771    72,039    2,870,676 
  

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

        

Equity-linked securities

   —    —    87,626    87,626 
  

 

 

   

 

 

   

 

 

   

 

 

 

Derivative liabilities (Designated for hedging)

   —    6,516    321    6,837 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   31,866    2,773,287    159,986    2,965,139 
  

 

 

   

 

 

   

 

 

   

 

 

 

(*2))

Certain unquoted AFS equity securitiesThere were no transfers between Level 1 and Level 2 of financial assets and liabilities measured at cost asfair value. The Group recognizes transfers among levels at the end of December 31, 2017, that amounted to 37,092 million Won. These unquoted equity instruments mostly represent minority investmentsreporting period in structured entity vehicles, such as asset securitization structures. They are measured at cost because (a) observable inputs of financial information to measure fair value were not available to obtain, (b) there was a significant variance in likely estimated cash flowswhich events have occurred or (c) the probabilities for various estimated cash flows could not be measured reliably. In addition, the Group has no intention to dispose these investments in the foreseeable future.conditions have changed.

Financial assets and liabilities at fair value through profit or loss, mandatorily measured at fair value, financial liabilities at fair value through profit or loss designated as upon initial recognition, financial assets at FVTOCI, and derivative assets (Designated for hedging) and liabilities (Designated for hedging) 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 determines the fair value using valuation methods. Valuation methods and input variables for each type of financial instruments are as follows:

1) Valuation methods and input variables for each type of financial instrument classified into level 2 in December 31, 2018 and 2019 are as follows:

Valuation methods

Input variables

LoansThe 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.Risk-free market rate, Credit spread
Debt securities and Securities loanedFair value is measured by discounting the future cash flows of debt securities applying the risk-free market rate.Risk-free market rate, Credit spread
Beneficiary certificatesThe beneficiary certificates classified as Level 2 are MMF and are measured at base price.Base price
DerivativesThe fair value is measured through option model (Closed Form), DCF Model, FDM, Monte Carlo Simulation and etc.Market rate, foreign exchange rate, stock prices and value of underlying assets, volatility, and etc.

2) Valuation methods and input variables for each type of financial instrument classified into level 3 in December 31, 2018 and 2019 are as follows:

 

   

Valuation methods

  

Input variables

Loans  The fair value of Loans is measured by the Binomial tree given the values of underlying assets and volatility.  Values of underlying assets, Volatility
Debt securities  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.  Risk-free market rate, creditCredit spread
Equity securities, capital contributions and Beneficiary certificates  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, more than one method is used given the characteristic of the subject of fair value measurement.  Risk-free market rate, market risk premium, corporate Beta, etc.
Derivatives  

Thein-house developed model whichFair value is based on the models that are usedmeasured by market participants in the valuation of general OTC derivative products, such as options, interest rate swaps, currency swap and currency forward 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, thein-house derived model which is developed from the general valuation models such as Finite Difference Method (“FDM”) oroption model (Closed form), DCF model, FDM and Monte Carlo Simulation.

  Risk-free marketMarket rate, forward rate, volatility,values of underlying assets such as foreign exchange rate and stock prices, volatility, etc.
Equity-linked securities  The fairFair value of security linked to stock prices or derivatives is measured by the models such as option model (Closed form), DCF model, FDM orand Monte Carlo Simulation given the natures of the securities or underlying assets.Simulation.  Values of underlying assets, risk-free market rate, market rate, dividend, and convenience yield, volatility, correlation coefficient credit spread, and foreign exchange rate,
DebenturesThe 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.Risk-free market rate, forward rate etc.

Valuation methods of financial assets and liabilities measured at fair value and classified into Level 3 and significant but unobservable inputs are as follows:

 

   

Fair value
measurement
technique

Type  

Input variable

  

Range

  

Impact of changes in significant
unobservable
inputs on fair value
measurement

Loans  Binomial tree,
DCF		  Stock, Volatility of underlying asset  15.49%14.50%~36.96%46.06%  FairVariation of fair value increases as volatility of underlying asset increases.
Derivative assets  Option
valuation
model and
others		Interest rate
related		  Correlation coefficient  0.9~0.90~0.98  Variation of fair value increases as correlation coefficient increases.
  Volatility of underlying asset  14.00%16.30%~34.28%41.20%  Variation of fair value increases as volatility increases.
Derivative liabilitiesOption valuation model and othersEquity
related		  Correlation coefficient  0.9~0.237~0.675Variation of fair value increases as correlation coefficient increases.
DCF modelCurrency
related		Credit risk adjustment ratio7.70%~100.00%Variation of fair value increases as credit risk adjustment ratio increases.
Derivative liabilitiesOption
valuation
model and
others		Interest rate
related		Correlation coefficient0.90~0.98  Variation of fair value increases as correlation coefficient increases.
  Volatility of underlying asset  14.00%16.30%~34.28%41.20%  Variation of fair value increases as volatility increases.
Equity-linked securitiesMonte Carlo Simulation and othersEquity
related		  Correlation coefficient  0.005~0.6580.237~0.675Variation of fair value increases as correlation coefficient increases.
Volatility of underlying21.40%~22.40%Variation of fair value increases as volatility increases.
Equity-linked securitiesMonte Carlo
Simulation
and others		Correlation coefficient0.294~0.675  Equity-linked securities’ variation of fair value increases if both volatility and correlation coefficient increase. However, when correlation coefficient decreases despite the increase in volatility, the variation of fair value of a compound financial instrument may decrease.
    Volatility of underlying asset  22.09%19.10%~31.19%25.30%
Equity securities, capital contributions, debt securities, and Beneficiarybeneficiary certificates  External
appraisal
value and
others		  Terminal growth rate  0.00%~ 9.15%  Fair value increases as terminal growth rate increases.
    Discount rate  3.67%0.35%~17.40%19.21%  Fair value increases as discount rate decreases.
    Volatility of real estate sale price  0.00%0.00  Fair value increases as volatility of real estate sale price increases.
Volatility of underlying assets13.21%~52.48%Variation of fair value increases as volatility of underlying assets increases

Fair value of financial assets and liabilities classified into Level 3 is measured by the Group using its own valuation methods or using external specialists. Unobservable inputs used in the fair value measurements are produced by the internal system of the Group and the appropriateness of inputs is reviewed regularly.

(3) Changes in financial assets and liabilities measured at fair value classified into Level 3 are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31, 2016 
  January 1,
2016		  Net
Income
(loss)(*1)		  Other
comprehensive
income
(loss)		  Purchases/
Issuances		  Disposals/
Settlements		  Transfer to or
from level 3(*2)		  December 31,
2016		 

Financial assets:

       

Financial assets held for trading Derivative instrument assets(*3)

  78,676   (29,117)   —   13,640   (39,506)   (540)   23,153 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial assets designed at FVTPL

       

Debt securities

  986   (161)   —   4,509   (986)   —   4,348 

Equity securities

  11,609   1,043   —   —   —   —   12,652 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  12,595   882   —   4,509   (986)   —   17,000 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

AFS financial assets

       

Equity securities(*4)

  993,368   (6,986)   57,323   205,749   (205,348)   (19,171)   1,024,935 

Beneficiary certificates

  377,070   (868)   5,794   174,024   (25,509)   —   530,511 

Others

  5,308   594   (643)   —   (5,259)   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  1,375,746   (7,260)   62,474   379,773   (236,116)   (19,171)   1,555,446 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Derivative assets

  5,973   3,877   —   —   (9,751)   —   99 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  1,472,990   (31,618)   62,474   397,922   (286,359)   (19,711)   1,595,698 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities:

       

Financial liabilities held for trading Derivative liabilities

  78,607   (8,322)   —   1,155   (37,916)   —   33,524 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities designated at FVTPL

       

Equity-linked securities

  747,351   71,079   —   —   (144,721)   —   673,709 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  825,958   62,757   —   1,155   (182,637)   —   707,233 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

The losses that increase financial liabilities are presented as positive amounts, and the gains that decrease financial liabilities are presented as negative amounts. The loss amounting to 94,238 million Won for the year ended December 31, 2016, which is from financial assets and liabilities that the Group holds, has been recognized in net gain (loss) on financial instruments at FVTPL and net gain (loss) on AFS financial assets in the statement of comprehensive income.

(*2)

The Group recognizes transfers between levels at the end of reporting period within which events have occurred or conditions have changed.

(*3)

As the variables used for the valuation of currency related derivatives became observable in the market, such derivatives were transferred out of Level 3 to Level 2.

(*4)

AFS financial assets were transferred out of level 1 to level 3 upon the change of the fair value measurement method of the assets by using market the external valuation specialists from previously using quoted prices in the active market, in the opposite case, they were transferred out of level 3 to level 1.

  For the year ended December 31, 2017  For the year ended December 31, 2017 
  January 1,
2017		   Net
Income
(loss)(*1)		 Other
comprehensive
income		 Purchases/
Issuances		   Disposals/
Settlements		 Transfer to or
out of level 3(*2)		   December 31,
2017		  January 1,
2017		 Net
Income
(loss) (*1)		 Other
comprehensive
income
(loss)		 Purchases/
Issuances		 Disposals/
Settlements		 Transfer to or
out of level 3(*2)		 December 31,
2017		 

Financial assets:

                  

Financial assets held for trading Derivative assets

   23,153    22,362   —  1,398    (25,431)   —    21,482 

Financial assets held for trading

       

Derivative assets

 23,153  22,362   —  1,398  (25,431)   —  21,482 

Financial assets designed at FVTPL

                  

Debt securities

   4,348    346   —  5,000    —   —    9,694  4,348  346   —  5,000   —   —  9,694 

Equity securities

   12,652    (56)   —   —    —   —    12,596  12,652  (56)   —   —   —   —  12,596 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

   17,000    290   —  5,000    —   —    22,290  17,000  290   —  5,000   —   —  22,290 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

AFS financial assets

                  

Equity securities

   1,024,935    27,986  24,442  65,961    (131,460)   —    1,011,864  1,024,935  27,986  24,442  65,961  (131,460)   —  1,011,864 

Beneficiary certificates

   530,511    212  (4,321)  226,975    (109,471)   —    643,906  530,511  212  (4,321)  226,975  (109,471)   —  643,906 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

   1,555,446    28,198  20,121  292,936    (240,931)   —    1,655,770  1,555,446  28,198  20,121  292,936  (240,931)   —  1,655,770 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Derivative assets

   99    329   —   —    (428)   —    —  99  329   —   —  (428)   —   — 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

   1,595,698    51,179  20,121  299,334    (266,790)   —    1,699,542  1,595,698  51,179  20,121  299,334  (266,790)   —  1,699,542 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial liabilities:

                  

Financial liabilities held for trading Derivative liabilities

   33,524    24,866   —  500    (37,939)   —    20,951 

Financial liabilities held for trading

       

Derivative liabilities

 33,524  24,866   —  500  (37,939)   —  20,951 

Financial liabilities designated as at FVTPL

                  

Equity-linked securities

   673,709    112,015   —   —    (625,667)   —    160,057  673,709  112,015   —   —  (625,667)   —  160,057 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

   707,233    136,881   —  500    (663,606)   —    181,008  707,233  136,881   —  500  (663,606)   —  181,008 
  

 

   

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)

The losses that increase financial liabilities are presented as positive amounts, and the gains that decrease financial liabilities are presented as negative amounts. The loss amounting to 34,621 million Won for the year ended December 31, 2017, which is from financial assets and liabilities that the Group holds, has been recognized in net gain (loss) on financial instruments at FVTPL and net gain (loss) on AFS financial assets in the statement of comprehensive income.

(*2)

The Group recognizes transfers between levels at the end of reporting period within which events have occurred or conditions have changed.

 For the year ended December 31, 2018  For the year ended December 31, 2018 
 January 1,
2018		 Net
Income
(loss)(*1)		 Other
comprehensive
income		 Purchases/
issuances		 Disposals/
settlements		 Transfer to or
out of level 3(*2)		 December 31,
2018		  January 1,
2018		 Net
Income
(loss)(*1)		 Other
comprehensive
income		 Purchases/
issuances		 Disposals/
settlements		 Transfer to or
out of Level 3(*2)		 December 31,
2018		 

Financial assets:

              

Financial assets at fair value through profit or loss mandatorily measured at fair value

              

Debt securities

 9,694  (28)   —  3,000  (4,277)   —  8,389  9,694  (28)   —  3,000  (4,277)   —  8,389 

Equity securities

 280,171  56,271   —  67,953  (2,535)   —  401,860  280,171  56,271   —  67,953  (2,535)   —  401,860 

Capital contributions

 294,121  16,119   —  144,207  (31,833)   —  422,614  294,121  16,119   —  144,207  (31,833)   —  422,614 

Beneficiary certificates

 654,066  16,391   —  5,151,535  (4,971,003)  3,310  854,299  654,066  16,391   —  5,151,535  (4,971,003)  3,310  854,299 

Loans

 165,001  3,378   —  150,103  (138,032)   —  180,450  165,001  3,378   —  150,103  (138,032)   —  180,450 

Derivative assets

 19,346  75,696   —  4,722  (50,966)   —  48,798  19,346  75,696   —  4,722  (50,966)   —  48,798 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Sub-total

 1,422,399  167,827   —  5,521,520  (5,198,646)  3,310  1,916,410  1,422,399  167,827   —  5,521,520  (5,198,646)  3,310  1,916,410 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial assets at FVTOCI

              

Equity securities

 451,287   —  19,688  432  (2,560)   —  468,847  451,287   —  19,688  432  (2,560)   —  468,847 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 1,873,686  167,827  19,688  5,521,952  (5,201,206)  3,310  2,385,257  1,873,686  167,827  19,688  5,521,952  (5,201,206)  3,310  2,385,257 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Financial liabilities:

              

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

              

Derivative liabilities

 20,951  46,409   —  255  (50,921)  (3)  16,691  20,951  46,409   —  255  (50,921)  (3)  16,691 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

              

Equity-linked securities

 160,057  (16,243)   —  183,039  (162,086)   —  164,767  160,057  (16,243)   —  183,039  (162,086)   —  164,767 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 181,008  30,166   —  183,294  (213,007)  (3)  181,458  181,008  30,166   —  183,294  (213,007)  (3)  181,458 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*1)

The losses that increase financial liabilities are presented as positive amounts, and the gains that decrease financial liabilities are presented as negative amounts. The gain amounting to 137,777 million Won for the years ended December 31, 2018, which is from financial assets and liabilities that the Group holds as at the end of the periods, has been recognized in net gain (loss) on financial assets at FVTPL and net gain (loss) on financial assets at FVTOCI in the consolidated statement of comprehensive income.

(*2)

The Group recognizes transfers between levels at the end of reporting period within which events have occurred or conditions have changed.

  For the year ended December 31, 2019 
  January 1,
2019		  Business
combination		  Net Income
(loss)(*1)		  Other
comprehensive
income		  Purchases/
issuances		  Disposals/
settlements		  Transfer to or
out Level 3(*2)		  December 31,
2019		 

Financial assets:

        

Financial assets at fair value through profit or loss mandatorily measured at fair value

        —  

Debt securities

  8,389   —   476   —   2,000   (5,039)   —   5,826 

Equity securities

  401,860   —   59,537   —   95,511   (28,287)   —   528,621 

Capital contributions

  422,614   707   (13,270)   —   173,064   (67,916)   —   515,199 

Beneficiary certificates

  854,299   —   18,450   —   578,228   (183,684)   8,441   1,275,734 

Loans

  180,450   —   6,854   —   60,696   (95,371)   —   152,629 

Derivative assets

  48,798   —   16,935   —   1,115   (40,343)   (1,457)   25,048 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  1,916,410   707   88,982   —   910,614   (420,640)   6,984   2,503,057 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial assets at FVTOCI

        

Equity securities

  468,847   1,408   —   23,063   687   (306)   (1)   493,698 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  2,385,257   2,115   88,982   23,063   911,301   (420,946)   6,983   2,996,755 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities:

        

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

        

Derivative liabilities (Designated for trading)

  16,691   —   84,033   —   (11,140)   (14,817)   (2,728)   72,039 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

        

Equity-linked securities

  164,767   —   33,237   —   1,809   (112,187)   —   87,626 

Derivatives liabilities (designated for hedging)

  —   —   —   —   321   —   —   321 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  181,458   —   117,270   —   (9,010)   (127,004)   (2,728)   159,986 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

The losses that increase financial liabilities are presented as positive amounts, and the gains that decrease financial liabilities are presented as negative amounts. The loss amounting to 21,809 million Won for the years ended December 31, 2019, which is from financial assets and liabilities that the Group holds as at the end of the periods, has been recognized in net gain (loss) on financial assets at FVTPL and net gain (loss) on financial assets at FVTOCI in the consolidated statement of comprehensive income.

(*2)

The Group recognizes transfers between levels at the end of reporting period within which events have occurred or conditions have changed.

(4) Sensitivity analysis on the unobservable inputs used for measuring Level 3 financial instruments

The sensitivity analysis of the financial instruments has been performed by classifying with favorable and unfavorable changes based on how changes in unobservable assumptions would 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 resulted from varying the assumptions individually. The sensitivity analysis was performed for two types of level 3 financial instruments: (1) interest rate related derivatives, currency related derivatives, equity related derivatives, equity-linked securities beneficiary certificates and loans of which fair value changes are recognized as net income; (2) equity securities of which fair value changes are recognized as other comprehensive income.

Among the financial instruments that are classified as Level 3 amounting to 1,880,5502,566,715 million Won and 2,566,7153,156,741 million Won as of December 31, 20172018 and 20182019 respectively, equity investmentsinstruments of 1,146,7511,641,875 million

Won and 1,642,0082,194,320 million Won that are considered to provide the best estimate of fair value are excluded from the sensitivity analysis.

The following table presents the sensitivity analysis to disclose the effect of reasonably possible volatility on the fair value of a Level 3 financial instruments (Unit: Korean Won in millions):

 

   For the year ended December 31, 2016 
��  Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets held for trading

       

Derivative assets(*1)

   861    (2,248)   —    — 

Financial assets designed at FVTPL

       

Debt securities(*4)

   19    (18)   —    — 

Equity securities(*4)

   688    (639)   —    — 

AFS Financial Assets

       

Equity securities(*2)(*3)

   —    —   31,412    (18,551) 

Beneficiary certificates(*3)

   —    —   2,903    (2,571) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   1,568    (2,905)   34,315    (21,122) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities held for trading

       

Derivative liabilities(*1)

   4,892    (3,568)   —    — 

Financial liabilities designated at FVTPL

       

Equity-linked securities(*1)

   905    (857)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   5,797    (4,425)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

   December 31, 2017 
   Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets held for trading

       

Derivative assets(*1)

   1,234    (526)   —    — 

Financial assets designated as at FVTPL

       

Debt securities(*4)

   265    (309)   —    — 

Equity securities(*4)

   670    (624)   —    — 

AFS Financial assets

       

Equity securities(*2)(*3)

   —    —   28,583    (15,246) 

Beneficiary certificates(*3)

   —    —   1,861    (1,857) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   2,169    (1,459)   30,444    (17,103) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities held for trading

       

Derivative liabilities(*1)

   5    (513)   —    — 

Financial liabilities designated as at FVTPL

       

Equity-linked securities(*1)

   8    (7)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   13    (520)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

   December 31, 2018 
   Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets at FVTPL

       

Derivative assets(*1)

   4,578    (4,352)   —    — 

Loans

   146    (127)   —    — 

Debt securities

   68    (35)   —    — 

Equity securities(*2)(*3)

   12,700    (9,165)   —    — 

Beneficiary certificates(*3)

   1,582    (1,582)   —    — 

Financial assets at FVTOCI

       

Equity securities(*2)(*3)

   —    —   23,798    (10,078) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   19,074    (15,261)   23,798    (10,078) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

       

Derivative liabilities(*1)

   2,433    (2,751)   —    — 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

       

Equity-linked securities(*1)

   1,561    (1,669)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   3,994    (4,420)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 
   December 31, 2017 
   Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets held for trading

       

Derivative assets (*1)

   1,234    (526)   —    — 

Financial assets designated as at FVTPL

       

Debt securities (*4)

   265    (309)   —    — 

Equity securities (*4)

   670    (624)   —    — 

AFS Financial assets

       

Equity securities (*2)(*3)

   —    —   28,583    (15,246) 

Beneficiary certificates (*3)

   —    —   1,861    (1,857) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   2,169    (1,459)   30,444    (17,103) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities held for trading

       

Derivative liabilities (*1)

   5    (513)   —    — 

Financial liabilities designated as at FVTPL

       

Equity-linked securities (*1)

   8    (7)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   13    (520)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

 

(*1)

Fair value changes of equity related derivative assets and liabilities and equity-linked securities are calculated by increasing or decreasing historical volatility of the stock price and correlation, which are major unobservable variables, by 10%, respectively. In the case of interest rate related derivative assets and liabilities, fair value changes are calculated by increasing or decreasing the volatility of interest rate, which are major unobservable variables, by 10%.

(*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%). The growth rate, discount rate, and liquidation value are major unobservable variables.

(*3)

Even if the sensitivity analysis of the capital contributions and beneficiary certificates is not possible in practice, fair value changes of beneficiary certificates and other securities whose major unobservable variables are composed of the real estate are calculated by increasing or decreasing price fluctuation of real estate which is underlying assets and discount rate by 1%.

(*4)

Changes of fair value are measured by increasing or decreasing the discount rate by 10%, which is major unobservable variable, respectively.

   December 31, 2018 
   Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets at fair value through profit or loss mandatorily measured at fair value

       

Derivative assets(*1)

   4,578    (4,352)   —    — 

Loans

   146    (127)   —    — 

Debt securities

   68    (35)   —    — 

Equity securities(*2)(*3)

   12,700    (9,165)   —    — 

Beneficiary certificates(*3)

   1,582    (1,582)   —    — 

Financial assets at FVTOCI

       

Equity securities(*2)(*3)

   —    —   23,798    (10,078) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   19,074    (15,261)   23,798    (10,078) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

       

Derivative liabilities(*1)

   2,433    (2,751)   —    — 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

       

Equity-linked securities(*1)

   1,561    (1,669)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   3,994    (4,420)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

(*1)

Fair value changes of equity related derivatives assets and liabilities and equity-linked securities are calculated by increasing or decreasing historical volatility of the stock price and correlation, which are major unobservable variables, by 10%, respectively. In the case of interest rate related derivative assets and liabilities, fair value changes are calculated by increasing or decreasing the volatility of interest rate, which are major unobservable variables, by 10%.

(*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%). The growth rate, discount rate, and liquidation value are major unobservable variables.

(*3)

Even if the sensitivity analysis of the capital contributions and beneficiary certificates is not possible in practice, fair value changes of beneficiary certificates and other securities whose major unobservable variables are composed of the real estate are calculated by increasing or decreasing price fluctuation of real estate which is underlying assets and discount rate by 1%.

   December 31, 2019 
   Net income
(loss)		  Other comprehensive
income (loss)		 
   Favorable   Unfavorable  Favorable   Unfavorable 

Financial assets:

       

Financial assets at fair value through profit or loss mandatorily measured at fair value

       

Derivative assets(*1)

   640    (935)   —    — 

Loans(*2)

   152    (128)   —    — 

Debt securities

   652    (640)   —    — 

Equity securities(*3)(*4)

   16,104    (10,929)   —    — 

Beneficiary certificates(*4)

   1,125    (1,125)   —    — 

Financial assets at FVTOCI

       

Equity securities(*3)(*4)

   —    —   26,380    (11,981) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   18,673    (13,757)   26,380    (11,981) 
  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

       

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

       

Derivative liabilities(*1)

   1,054    (816)   —    — 

Financial liabilities at FVTPL designated as upon initial recognition

       

Equity-linked securities(*1)

   136    (142)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   1,190    (958)   —    — 
  

 

 

   

 

 

  

 

 

   

 

 

 

(*1)

Fair value changes of equity related derivatives assets and liabilities and equity-linked securities are calculated by increasing or decreasing historical volatility of the stock price and correlation, which are major unobservable variables, by 10%, respectively. In the case of interest rate related derivative assets and liabilities, fair value changes are calculated by increasing or decreasing the volatility of interest rate, which are major unobservable variables, by 10%.

(*2)

Fair value changes of equity securities are calculated by increasing or decreasing stock prices(-10%~10%) and volatility(-10~10%) and discount rate. The stock prices, volatility, and discount rate are major unobservable variables.

(*3)

Fair value changes of equity securities are calculated by increasing or decreasing growth rate (0~1%) and discount rate(-1~1%) or liquidation value(-1~1%). The growth rate, discount rate, and liquidation value are major unobservable variables.

(*4)

Even if the sensitivity analysis of the capital contributions and beneficiary certificates is not possible in practice, fair value changes of beneficiary certificates and other securities whose major unobservable variables are composed of the real estate are calculated by increasing or decreasing price fluctuation of real estate which is underlying assets and discount rate by 1%.

(5) Fair value and carrying amount of financial assets and liabilities that are recorded at amortized cost are as follows (Unit: Korean Won in millions):

 

   December 31, 2017 
   Fair value   Book
value		 
   Level 1   Level 2   Level 3   Total 

Financial assets:

          

HTM financial assets

   1,206,292    15,509,387    —    16,715,679    16,749,296 

Loans and receivables

   —    —    265,570,649    265,570,649    267,106,204 

Financial liabilities:

          

Deposits due to customers

   —    234,682,775    —    234,682,775    234,695,084 

Borrowings

   —    14,754,506    —    14,754,506    14,784,706 

Debentures

   —    27,889,781    —    27,889,781    27,869,651 

Other financial liabilities

   —    13,890,789    —    13,890,789    13,892,461 
   December 31, 2018 
   Fair value   Book
value		 
   Level 1   Level 2   Level 3   Total 

Financial assets:

          

Securities at amortized cost

   3,618,213    19,417,130    —    23,035,343    22,932,559 

Loans and other financial assets at amortized cost

   —    —    282,342,760    282,342,760    282,457,578 

Financial liabilities:

          

Deposits due to customers

   —    248,763,952    —    248,763,952    248,690,939 

Borrowings

   —    16,203,070    —    16,203,070    16,202,986 

Debentures

   —    28,765,251    —    28,765,251    28,735,862 

Other financial liabilities

   —    21,461,397    —    21,461,397    21,442,524 

  December 31, 2018   December 31, 2019 
  Fair value   Book
value		   Fair value   Book
value		 
  Level 1   Level 2   Level 3   Total   Level 1   Level 2   Level 3   Total 

Financial assets:

                    

Securities at amortized cost

   3,618,213    19,417,130    —    23,035,343    22,932,559    3,123,898    17,378,920    —    20,502,818    20,320,539 

Loans and other financial assets at amortized cost

   —    —    282,342,760    282,342,760    282,457,578    25,902    54,507    283,058,699    283,139,108    293,711,693 

Financial liabilities:

                    

Deposits due to customers

   —    248,763,952    —    248,763,952    248,690,939    —    264,909,974    —    264,909,974    264,685,578 

Borrowings

   —    16,203,070    —    16,203,070    16,202,986    —    18,919,018    —    18,919,018    18,998,920 

Debentures

   —    28,765,251    —    28,765,251    28,735,862    —    31,173,189    —    31,173,189    30,858,055 

Other financial liabilities

   —    21,461,397    —    21,461,397    21,442,524    —    17,693,559    —    17,693,559    17,706,767 

The fair values of financial instruments are measured using quoted market price in active markets. In case there is no active market for financial instruments, the Group determines the fair value by using valuation methods. Valuation methods and input variables for financial assets and liabilities that are measured at amortized costscost are given as follows:

 

   

Valuation methods

  

Input variables

Securities at amortized cost (HTM financial assets in previous year)

  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.  Risk-free market rate, and credit spread, prepayment rate, etc.

Loans and other financial assets at amortized cost

(Loans and receivables in previous year)

  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.  Risk-free market rate, credit spread, and prepayment-rateprepayment rate, etc.

Deposits due to customers, borrowings, debentures and other financial liabilities

  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.  Risk-free market rate, and forward rate, etc.

(6) Financial instruments by category

Carrying amounts of financial assets and liabilities by each category are as follows (Unit: Korean Won in millions):

 

  December 31, 2017 

Financial assets

 Financial assets
at FVTPL		  AFS financial
assets		  HTM financial
assets		  Loans and
receivables		  Derivative assets
(Designated for
hedging)		  Total 

Deposits

  25,972   —   —   8,868,378   —   8,894,350 

Securities

  2,701,330   15,352,950   16,749,296   —   —   34,803,576 

Loans

  —   —   —   251,523,301   —   251,523,301 

Derivative assets

  3,115,775   —   —   —   59,272   3,175,047 

Other financial assets

  —   —   —   6,714,525   —   6,714,525 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  5,843,077   15,352,950   16,749,296   267,106,204   59,272   305,110,799 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities

  December 31, 2017 
  Financial liabilities at
FVTPL		   Financial liabilities
at amortized cost		   Derivatives
liabilities
(Designated for
hedging)		   Total 

Deposits due to customers

   25,964    234,695,084    —    234,721,048 

Borrowings

   160,057    14,784,706    —    14,944,763 

Debentures

   91,739    27,869,651    —    27,961,390 

Derivative liabilities

   3,150,149    —    67,754    3,217,903 

Other financial liabilities(*)

   —    13,964,158    —    13,964,158 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,427,909    291,313,599    67,754    294,809,262 
  

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2018 

Financial assets

  Financial asset
at FVTPL		   Financial assets
at FVTOCI		   Financial assets
at amortized cost		   Derivatives
assets
(Designated for
hedging)		   Total 

Deposits

   26,935    —    14,151,012    —    14,177,947 

Securities

   3,687,852    18,063,423    22,932,559    —    44,683,834 

Loans

   385,450    —    260,819,917    —    261,205,367 

Derivative assets

   2,026,079    —    —    35,503    2,061,582 

Other financial assets

   —    —    7,486,649    —    7,486,649 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   6,126,316    18,063,423    305,390,137    35,503    329,615,379 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*)

Other financial liabilities include 71,697 million Won of financial guarantee liabilities measured at amortized cost included in provisions.

  December 31, 2018 

Financial assets

 Financial asset at
FVTPL		  Financial assets
at FVTOCI		  Financial assets at
amortized cost		  Derivative assets
(Designated for
hedging)		  Total 

Deposits

  26,935   —   14,151,012   —   14,177,947 

Securities

  3,687,852   18,063,423   22,932,559   —   44,683,834 

Loans

  385,450   —   260,819,917   —   261,205,367 

Derivative assets

  2,026,079   —   —   35,503   2,061,582 

Other financial assets

  —   —   7,486,649   —   7,486,649 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  6,126,316   18,063,423   305,390,137   35,503   329,615,379 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities

  December 31, 2018 
  December 31, 2018 

Financial liabilities

 Financial liabilities at
FVTPL		   Financial liabilities
at amortized cost		   Derivatives
liabilities
(Designated for
hedging)		   Total   Financial liabilities
at FVTPL		   Financial liabilities
at amortized cost		   Derivatives
liabilities
(Designated for
hedging)		   Total 
   27,058    248,690,939    —    248,717,997    27,058    248,690,939    —    248,717,997 

Borrowings

   164,767    16,202,986    —    16,367,753    164,767    16,202,986    —    16,367,753 

Debentures

   —    28,735,862    —    28,735,862    —    28,735,862    —    28,735,862 

Derivative liabilities

   2,090,861    —    51,408    2,142,269    2,090,861    —    51,408    2,142,269 

Other financial liabilities(*)

   —    21,490,341    —    21,490,341    —    21,490,341    —    21,490,341 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   2,282,686    315,120,128    51,408    317,454,222    2,282,686    315,120,128    51,408    317,454,222 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(*)

Other financial liabilities include 47,817 million Won of financial guarantee liabilities measured at amortized cost included in provisions.

 

   December 31, 2019 

Financial assets

  Financial asset
at FVTPL		   Financial assets
at FVTOCI		   Financial assets
at amortized cost		   Derivatives
assets
(Designated for
hedging)		   Total 

Deposits

   27,901    —    14,492,223    —    14,520,124 

Securities

   4,906,867    27,730,531    20,320,539    —    52,957,937 

Loans

   212,473    —    271,032,244    —    271,244,717 

Derivative assets

   2,921,903    —    —    121,131    3,043,034 

Other financial assets

   —    —    8,193,226    —    8,193,226 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   8,069,144    27,730,531    314,038,232    121,131    349,959,038 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2019 

Financial liabilities

  Financial liabilities at
FVTPL		   Financial liabilities
at amortized cost		   Derivatives
liabilities
(Designated for
hedging)		   Total 

Deposits due to customers

   27,530    264,685,578    —    264,713,108 

Borrowings

   87,626    18,998,920    —    19,086,546 

Debentures

   —    30,858,055    —    30,858,055 

Derivative liabilities

   2,843,146    —    6,837    2,849,983 

Other financial liabilities(*)

   —    17,769,531    —    17,769,531 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   2,958,302    332,312,084    6,837    335,277,223 
  

 

 

   

 

 

   

 

 

   

 

 

 

(*)

Other financial liabilities include 62,764 million Won of financial guarantee liabilities measured at amortized cost included in provisions.

(7) Income or expense from financial instruments by category

Income or expense from financial assets and liabilities by each category during the years ended December 31, 2016, 2017, 2018 and 20182019 are as follows (Unit: Korean Won in millions):

 

   December 31, 2016   December 31, 2017 
 Interest
Income (expense)		 Fees and
Commissions
Income (expense)		 Provision (reversal)
of credit loss		 Others Total   Interest
Income (expense)		 Fees and
Commissions
Income (expense)		   Provision (reversal)
of credit loss		 Others Total 

Financial assets at FVTPL

 59,019   —   —  187,678  246,697    48,615   —    —  6,859  55,474 

AFS financial assets

 339,518  70,910  (49,741)  274,084  634,771    239,030  80,041    (31,300)  362,712  650,483 

HTM financial assets

 360,054   —   —   —  360,054    307,965   —    —   —  307,965 

Loans and receivables

 7,747,013  346,730  (890,763)  199,974  7,402,954    7,948,069  384,025    (862,273)  196,269  7,666,090 

Financial liabilities at FVTPL

  —   —   —  (72,295)  (72,295)    —   —    —  (111,240)  (111,240) 

Financial liabilities at amortized cost

 (3,486,060)   —   —  56,962  (3,429,098)    (3,323,029)   —    —  39,373  (3,283,656) 

Derivative assets (liabilities) (Designated for hedging)

  —   —   —  (98,850)  (98,850) 

Net derivatives (designated for hedging)

   —   —    —  (109,447)  (109,447) 

Off-balance provisions

  —   —  56,687   —  56,687    —   —    77,140   —  77,140 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Total

 5,019,544  417,640  (883,817)  547,553  5,100,920    5,220,650  464,066    (816,433)  384,526  5,252,809 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

 

     December 31, 2017 
  Interest
Income (expense)		  Fees and
Commissions
Income (expense)		  Provision (reversal)
of credit loss		  Others  Total 

Financial assets at FVTPL

  48,615   —   —   6,859   55,474 

AFS financial assets

  239,030   80,041   (31,300)   362,712   650,483 

HTM financial assets

  307,965   —   —   —   307,965 

Loans and receivables

  7,948,069   384,025   (862,273)   196,269   7,666,090 

Financial liabilities at FVTPL

  —   —   —   (111,240)   (111,240) 

Financial liabilities at amortized cost

  (3,323,029)   —   —   39,373   (3,283,656) 

Derivative assets (liabilities) (Designated for hedging)

  —   —   —   (109,447)   (109,447) 

Off-balance provisions

  —   —   77,140   —   77,140 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  5,220,650   464,066   (816,433)   384,526   5,252,809 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   December 31, 2018   December 31, 2018 
 Interest
Income (expense)		 Fees and
Commissions
Income (expense)		 Provision (reversal)
of credit loss		 Others Total   Interest Income
(expense)		 Fees and
Commissions
Income (expense)		   Provision (reversal)
of credit loss		 Others Total 

Financial assets at FVTPL

 54,243  86,845   —  264,850  405,938    54,243  86,845    —  264,850  405,938 

Financial assets at FVTOCI

 280,371  66  (2,027)  24,707  303,117    280,371  66    (2,027)  24,707  303,117 

Securities at amortized cost

 376,788   —  (1,922)  431  375,297    376,788   —    (1,922)  431  375,297 

Loans and other financial assets at amortized cost

 8,973,097  317,316  (415,084)  79,101  8,954,430    8,973,097  317,316    (415,084)  79,101  8,954,430 

Financial liabilities at FVTPL

 (3,164)   —   —  17,485  14,321    (3,164)   —    —  17,485  14,321 

Financial liabilities at amortized cost

 (4,030,384)  27,742   —  25,498  (3,977,144)    (4,030,384)  27,742    —  25,498  (3,977,144) 

Derivative assets (liabilities) (Designated for hedging)

  —   —   —  (672)  (672) 

Net derivatives (designated for hedging)

   —   —    —  (672)  (672) 

Off-balance provisions

  —   —  89,459   —  89,459    —   —    89,459   —  89,459 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

Total

 5,650,951  431,969  (329,574)  411,400  6,164,746    5,650,951  431,969    (329,574)  411,400  6,164,746 
 

 

  

 

  

 

  

 

  

 

   

 

  

 

   

 

  

 

  

 

 

   December 31, 2019 
   Interest
Income (expense)		  Fees and
Commissions
Income (expense)		   Provision (reversal)
of credit loss		  Others   Total 

Financial assets at FVTPL

   50,277   89,817    —   112,434    252,528 

Financial assets at FVTOCI

   474,751   —    (3,297)   31,995    503,449 

Securities at amortized cost

   436,340   —    1,415   —    437,755 

Loans and other financial assets at amortized cost

   9,615,060   296,435    (385,758)   102,115    9,627,852 

Financial liabilities at FVTPL

   —   —    —   —    — 

Financial liabilities at amortized cost

   (4,682,722)   —    —   —    (4,682,722) 

Net derivatives (designated for hedging)

   —   —    —   36,982    36,982 

Off-balance provisions

   —   71,106    13,396   —    84,502 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

   5,893,706   457,358    (374,244)   283,526    6,260,346 
  

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

12. DERECOGNITION AND OFFSET OF FINANCIAL INSTRUMENTS

(1) Derecognition of financial instruments

Transferred financial assets that do not meet the condition of derecognition in their entirety.

a)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):

 

  December 31,
2017		   December 31,
2018		    December 31,
2018		   December 31,
2019		 

Assets transferred

  Financial assets at FVTOCI   —    33,588   Financial assets at FVTPL   —    407,985 
AFS financial assets   9,998    —  Financial assets at FVTOCI   33,588    56,975 
Securities at amortized cost   —    5,552  Securities at amortized cost   5,552    42,841 
HTM financial assets   5,436    —  Loans and other financial assets at amortized cost   —    82,594 
    

 

   

 

     

 

   

 

 
  Total   15,434    39,140   Total   39,140    590,395 
    

 

   

 

     

 

   

 

 

Related liabilities

  Bonds sold under repurchase agreements   3,173    42,907   Bonds sold under repurchase agreements   42,907    569,002 
    

 

   

 

     

 

   

 

 

b)2) Securities loaned

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. The carrying amounts of the securities loaned are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		   

Loaned to

Financial assets at FVTOCI

 Korean financial institution’s debt securities and others   —    40,029   Korea Securities Finance Corporation

AFS financial assets

 Korean treasury, government bonds and others   170,256    —   Korea Securities Finance Corporation and others
   

 

 

   

 

 

   
 Total   170,256    40,029   
   

 

 

   

 

 

   
   December 31,
2018		   December 31,
2019		   

Loaned to

Financial assets at FVTOCI

 Korean financial institution’s debt securities and others   40,029    80,737   Korea Securities Finance Corporation

The details of the transferred financial assets that aredo not meet the conditionconditions of derecognition in their entirety, such as disposal of securities under repurchase agreement or securities loaned, are explained in Note 18. The Group does not have continuing involvement in transferred financial assets.

(2) The offset of financial assets and liabilities

The Group possesses both the uncollected domestic exchange receivables and the unpaid domestic exchange payable, which satisfy offsetting criteria of IAS 32. Therefore, the total number of uncollected domestic exchange receivables or unpaid domestic exchange payable has been offset with part of unpaid domestic exchange payable or uncollected domestic exchange receivables and has been disclosed in loans at amortized cost and other financial assets (loans and receivables in previous year) or other financial liabilities of the Group’s statements of financial position.position respectively.

The Group possesses the derivative assets, derivative liabilities, receivable spot exchange and payable spot exchange that do not satisfy the offsetting criteria of IAS 32, but provide the Group under the circumstances of the trading party’s defaults, insolvency or bankruptcy, with the right of offsetting. ItemItems such as cash collateral cannot

satisfy the offsetting criteria of IAS 32, but in accordance with the collateral arrangements and under the circumstances of the trading party’s default, insolvency or bankruptcy, the net amount of derivative assets and derivative liabilities, receivable spot exchange and payable spot exchange can be offset.

The Group has entered into a resale and repurchase agreement and accounted it as a collateralized borrowing. The Group has also entered into a resale and purchase agreement and accounted it as a secured loans. The resale and repurchase agreements can have the offsetting right only under the trading party’s default, insolvency or bankruptcy, which do not satisfy the offsetting criteria of IAS 32. The Group recorded the collateralized borrowing in borrowings and the secured loans in loans and receivables. The Group under the repurchase agreements has an offsetting right only upon the counterparty’s default, insolvency or bankruptcy; thus, the repurchase agreements are applied by the TBMA/ISMA Global Master Repurchase Agreement, which does not satisfy the offsetting criteria of IAS 32. The Group disclosed bonds sold under repurchase agreements as borrowings and bonds purchased under resale agreements as loan at amortized cost and other financial assets (loans and receivables in previous year) and bonds sold under repurchase agreements as borrowings.assets.

As of December 31, 20172018 and 2018,2019, the financial instruments to be off set and may be covered by master netting agreements and similar agreements are as follows (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Gross
amounts of
recognized
financial
assets		 Gross
amounts of
recognized
financial
assets setoff		 Net amounts
of financial
assets
presented		  Related amounts not setoff
in the consolidated statement
of financial position		  Net amounts  Gross
amounts of
recognized
financial
assets		 Gross
amounts of
recognized
financial
assets setoff		 Net
amounts of
financial
assets
presented		  Related amounts not setoff
in the consolidated
statement of financial
position		  Net
amounts		 
 Netting
agreements
and others		 Cash
collateral
    received    		  Netting
agreements
and others		 Cash
collateral
    received    		 

Financial assets:

            

Derivative assets(*1)

 2,992,476  1,710  2,990,766   5,787,448   174,415   796,629  1,908,542   —  1,908,542   5,527,117   66,857   515,100 

Receivable spot exchange(*2)

 3,767,726   —  3,767,726  4,200,532   —  4,200,532 

Bonds purchased under resale agreements(*2)

 16,859,064   —  16,859,064  16,859,064   —   —  11,701,951   —  11,701,951  11,701,951   —   — 

Domestic exchanges settlement credits(*2)(*6)

 39,050,227  38,985,354  64,873   —   —  64,873 

Domestic exchange settlement credits(*2)(*6)

 30,090,598  29,699,412  391,186   —   —  391,186 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total

 62,669,493  38,987,064  23,682,429  22,646,512  174,415  861,502  47,901,623  29,699,412  18,202,211  17,229,068  66,857  906,286 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  December 31, 2017 
  Gross
amounts of
recognized
financial
liabilities		  Gross amounts
of recognized
financial
liabilities setoff		  Net amounts
of financial
liabilities
presented		  Related amounts not setoff
in the consolidated statement
of financial position		  Net amounts 
  Netting
agreements
and others		  Cash
collateral
pledged		 

Financial liabilities:

      

Derivative liabilities(*1)

  3,000,160   1,710   2,998,450   5,866,682   157,750   857,961 

Equity-linked securities index in short position(*3)

  160,057   —   160,057 

Payable spot exchange(*4)

  3,723,886   —   3,723,886    

Bonds sold under repurchase agreements(*5)

  3,173   —   3,173   3,173   —   — 

Domestic exchanges settlement debits(*4)(*6)

  40,284,515   38,985,354   1,299,161   1,293,931   —   5,230 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  47,171,791   38,987,064   8,184,727   7,163,786   157,750   863,191 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  December 31, 2018 
  Gross
amounts of
recognized
financial
liabilities		  Gross
amounts of
recognized
financial
liabilities
setoff		  Net amounts
of financial
liabilities
presented		  Related amounts not setoff
in the consolidated statement
of financial position		  Net amounts 
  Netting
agreements
and others		  Cash
collateral
    pledged    		 

Financial liabilities:

      

Derivative liabilities(*1)

  1,862,681   —   1,862,681   5,540,147   115,615   577,713 

Equity-linked securities index in short position(*3)

  164,767   —   164,767 

Payable spot exchange(*4)

  4,206,027   —   4,206,027    

Bonds sold under repurchase agreements(*5)

  42,907   —   42,907   42,907   —   — 

Domestic exchange settlement debits(*4)(*6)

  36,832,774   29,699,412   7,133,362   6,231,538   —   901,824 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  43,109,156   29,699,412   13,409,744   11,814,592   115,615   1,479,537 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*1)

The items include derivatives held for trading, derivatives designated for hedging.

(*2)

The items are included in loansloan at amortized cost and receivables.other financial assets.

(*3)

The items are equity linked securities related to derivatives and are included in financial liabilities at fair value through profit or loss mandatorily measured at fair value.FVTPL.

(*4)

The items are included in other financial liabilities.

(*5)

The items are included in borrowings.

(*6)

Certain financial assets and liabilities are presented at as net amounts.

 

 December 31, 2018   December 31, 2019 
 Gross
amounts of
recognized
financial
assets		 Gross
amounts of
recognized
financial
assets setoff		 Net amounts
of financial
assets
presented		  Related amounts not setoff
in the consolidated statement
of financial position		  Net amounts   Gross
amounts of
recognized
financial
assets		   Gross
amounts of
recognized
financial
assets setoff		   Net
amounts of
financial
assets
presented		   Related amounts not
setoff in the consolidated
statement of financial
position		   Net
amounts		 
 Netting
agreements
and others		 Cash
collateral
    received    		   Netting
agreements
and others		   Cash
collateral
received		 

Financial assets:

                  

Derivative assets(*1)

 1,908,542   —  1,908,542   5,527,117   66,857   515,100    3,032,894    —    3,032,894    7,058,885    111,122    975,093 

Receivable spot exchange(*2)

 4,200,532   —  4,200,532    5,112,206    —    5,112,206 

Bonds purchased under resale agreements(*2)

 11,701,951   —  11,701,951  11,701,951   —   —    8,981,752    —    8,981,752    8,981,752    —    — 

Domestic exchange settlement credits(*2)(*6)

 30,090,598  29,699,412  391,186   —   —  391,186    31,642,486    31,269,258    373,228    —    —    373,228 
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

 47,901,623  29,699,412  18,202,211  17,229,068  66,857  906,286    48,769,338    31,269,258    17,500,080    16,040,637    111,122    1,348,321 
 

 

  

 

  

 

  

 

  

 

  

 

   

 

   

 

   

 

   

 

   

 

   

 

 

  December 31, 2018 
  Gross
amounts of
recognized
financial
liabilities		  Gross
amounts of
recognized
financial
liabilities setoff		  Net amounts
of financial
liabilities
presented		  Related amounts not setoff in
the consolidated statement of
financial position		  Net amounts 
  Netting
agreements
and others		  Cash
collateral
pledged		 

Financial liabilities:

      

Derivative liabilities(*1)

  1,862,681   —   1,862,681   5,540,147   115,615   577,713 

Equity-linked securities index in short position(*3)

  164,767   —   164,767 

Payable spot exchange(*4)

  4,206,027   —   4,206,027 

Bonds sold under repurchase agreements(*5)

  42,907   —   42,907   42,907   —   — 

Domestic exchange settlement debits(*4)(*6)

  36,832,774   29,699,412   7,133,362   6,231,538   —   901,824 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  43,109,156   29,699,412   13,409,744   11,814,592   115,615   1,479,537 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   December 31, 2019 
   Gross
amounts of
recognized
financial
liabilities		   Gross
amounts of
recognized
financial
liabilities
setoff		   Net
amounts of
financial
liabilities
presented		   Related amounts not
setoff in the
consolidated statement
of financial position		   Net
amounts		 
   Netting
agreements
and others		   Cash
collateral
pledged		 

Financial liabilities:

            

Derivative liabilities(*1)

   2,824,449    —    2,824,449    7,071,549    172,488    779,424 

Equity-linked securities in short position(*3)

   87,626    —    87,626 

Payable spot exchange(*4)

   5,111,386    —    5,111,386 

Bonds sold under repurchase agreements(*5)

   569,002    —    569,002    180,402    388,600    — 

Domestic exchange settlement debits(*4)(*6)

   32,531,186    31,269,258    1,261,928    1,257,280    —    4,648 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   41,123,649    31,269,258    9,854,391    8,509,231    561,088    784,072 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(*1)

The items include derivatives held for trading, derivatives designated for hedging.

(*2)

The items are included in loan at amortized cost and other financial assets.

(*3)

The items are equity linked securities related to derivatives and are included in financial liabilities at FVTPL.

(*4)

The items are included in other financial liabilities.

(*5)

The items are included in borrowings.

(*6)

Certain financial assets and liabilities are presented as net amounts.

13.

13. INVESTMENTS IN JOINT VENTURES AND ASSOCIATES

 

(1)

Investments in joint ventures and associates accounted for using the equity method of accounting are as follows:

 

    Percentage of ownership
(%)		  

Financial
statements as of

Joint ventures and Associates

 

Main business

 December 31,
2017		  December 31,
2018		 

Woori Bank:

    

Kumho Tire Co., Inc.(*1)

 Manufacturing  14.2   —  —

Woori Service Networks Co., Ltd.(*4)

 Freight & staffing services  4.9   4.9  Nov.30,2018(*3)

Korea Credit Bureau Co., Ltd.(*5)

 Credit information  9.9   9.9  Dec.31,2018

Korea Finance Security Co., Ltd.(*4)

 Security service  15.0   15.0  Nov.30,2018(*3)

Chin Hung International Inc.(*2)

 Construction  25.3   25.3  Nov.30,2018(*3)

Poonglim Industrial Co., Ltd.(*9)

 Construction  29.4   —  —

STX Engine Co., Ltd.(*10)

 Manufacturing  29.2   —  —

STX Corporation(*10)

 Wholesale ofnon-specialized goods  19.7   —  —

Saman Corporation(*5)

 General construction Technology service  9.2   9.2  Sep.30,2018(*3)

Dongwoo C & C Co., Ltd.(*6)

 Construction  23.2   24.5  —

SJCO Co., Ltd.(*6)

 Aggregate transportation and wholesale  26.5   26.5  —

G2 Collection Co., Ltd.(*6)

 Wholesale and retail sales  28.9   28.9  —

The Base Enterprise Co., Ltd.(*6)

 Manufacturing  48.4   48.4  —

Kyesan Engineering Co., Ltd.(*6)

 Construction  23.2   23.3  —

Good Software Lab Co., Ltd.(*6)

 Service  28.9   29.4  —

Wongwang Co., Ltd.(*6)

 Wholesale and real estate  29.0   29.0  —

Sejin Construction Co., Ltd.(*6)

 Construction  29.6   29.6  —

QTS Shipping Co., Ltd.(*6)

 Complex transportation brokerage  49.4   49.4  —

DAEA SNC Co., Ltd.(*6)

 Wholesale and retail sales  24.0   24.0  —

ARES-TECH Co., Ltd.(*6)

 Electronic component manufacturing  23.4   23.4  —

Force TEC Co., Ltd.(*6)(*7)

 Manufacturing  —   25.8  —

Sinseong Trading Co., Ltd.(*6)(*7)

 Manufacturing  —   27.2  —

Reading Doctors Co., Ltd.(*6)

 Other services  35.4   35.4  —

PREXCO Co., Ltd.(*6)

 Manufacturing  28.1   28.1  —

Hyunwoo International Co., Ltd.(*11)

 Manufacturing  25.9   —  —

Jiwon Plating Co., Ltd.(*6)

 Plating  20.5   20.8  —

Cultizm Korea LTD Co., Ltd.(*6)

 Wholesale and retail sales  31.3   31.3  —

Gil Co., Ltd.(*6)

 Manufacturing  26.1   26.1  —

NK Eng Co., Ltd.(*6)

 Manufacturing  23.1   23.1  —

Youngdong Sea Food Co., Ltd.(*6)(*7)

 Processed sea food manufacturing  —   24.0  —

Woori Growth Partnerships New Technology Private Equity Fund

 Other financial services  23.1   23.1  Dec.31,2018

2016KIF-IMM Woori Bank Technology Venture Fund

 Other financial services  20.0   20.0  Dec.31,2018

K BANK Co., Ltd.(*5)

 Finance  13.0   14.1  Nov.30,2018(*3)

Smart Private Equity Fund No.2

 Other financial services  20.0   20.0  Dec.31,2018

Woori Bank-Company K Korea Movie Asset Fund

 Other financial services  25.0   25.0  Dec.31,2018

Well to Sea No. 3 Private Equity Fund(*12)

 Finance  50.0   50.0  Sep.30,2018(*3)

Partner One Value Up Ist Private Equity Fund(*8)

 Other financial services  —   23.3  Dec.31,2018

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership(*8)

 Other financial services  —   20.0  Dec.31,2018

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund(*8)

 Other financial services  —   25.0  Dec.31,2018

Woori Investment Bank Co., Ltd.:

    

Nomura-Rifa Private Real Estate Investment Trust No.17(*5)

 Other financial services  25.0   19.4  Dec.31,2018

Woori Private Equity Asset Management Co., Ltd.:

    

Uri Hanhwa Eureka Private Equity Fund(*5)(*8)

 Other financial services  —   0.8  Dec.31,2018
    Percentage of ownership
(%)		  

Location

 

Financial
statements as of

Joint ventures and associates

 

Main business

 December 31,
2018		  December 31,
2019		 

Woori Bank:

     

Woori Service Networks Co., Ltd.(*1)

 Freight & staffing services  4.9   4.9  Korea November 30, 2019(*5)

Korea Credit Bureau Co., Ltd.(*2)

 Credit information  9.9   9.9  Korea December 31, 2019

Korea Finance Security Co., Ltd.(*1)

 Security service  15.0   15.0  Korea November 30, 2019(*5)

Saman Corporation(*2)

 General construction Technology service  9.2   9.2  Korea September 30, 2019(*5)

Wongwang Co., Ltd.(*4)

 Wholesale and real estate  29.0   29.0  Korea —

Sejin Construction Co., Ltd.(*4)

 Construction  29.6   29.6  Korea —

ARES-TECH Co., Ltd.(*4)

 Electronic component manufacturing  23.4   23.4  Korea —

Reading Doctors Co., Ltd.(*4)

 Other services  35.4   35.4  Korea —

Cultizm Korea LTD Co., Ltd.(*4)

 Wholesale and retail sales  31.3   31.3  Korea —

NK Eng Co., Ltd.(*4)

 Manufacturing  23.1   23.1  Korea —

Woori Growth Partnerships New Technology Private Equity Fund

 Other financial services  23.1   23.1  Korea December 31, 2019

2016KIF-IMM Woori Bank Technology Venture Fund

 Other financial services  20.0   20.0  Korea December 31, 2019

K BANK Co., Ltd.(*2)

 Finance  14.1   14.5  Korea November 30, 2019(*5)

Smart Private Equity Fund No.2

 Other financial services  20.0   20.0  Korea December 31, 2019

Woori Bank-Company K Korea Movie Asset Fund

 Other financial services  25.0   25.0  Korea December 31, 2019

Well to Sea No. 3 Private Equity Fund(*7)

 Finance  50.0   50.0  Korea September 30, 2019(*5)

Partner One Value Up I Private Equity Fund

 Other financial services  23.3   23.3  Korea December 31, 2019

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

 Other financial services  20.0   20.0  Korea December 31, 2019

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

 Other financial services  25.0   25.0  Korea December 31, 2019

LOTTE CARD Co., Ltd.(*8)

 Credit card and installment financing  —   20.0  Korea September 30, 2019(*5)

Japanese Hotel Real Estate Private Equity Fund 2(*8)

 Other financial services  —   19.9  Korea October 31, 2019(*5)

Woori Investment Bank Co., Ltd.:

     

Nomura-Rifa Private Real Estate Investment Trust No.17(*6)

 Other financial services  19.4   —  Korea —

Woori Private Equity Asset Management Co., Ltd.:

     

Uri Hanhwa Eureka Private Equity Fund

 Other financial services  0.8   0.8  Korea December 31, 2019

Japanese Hotel Real Estate Private Equity Fund 1:

     

Godo Kaisha Oceanos 1(*8)

 Other financial services  —   47.8  Japan October 31, 2019(*5)

Woori bank and Woori card Co., Ltd.:

     

Dongwoo C & C Co., Ltd.(*4)

 Construction  24.5   24.5  Korea —

    Percentage of ownership
(%)		  

Location

 

Financial
statements as of

Joint ventures and associates

 

Main business

 December 31,
2018		  December 31,
2019		 

SJCO Co., Ltd.(*4)

 Aggregate transportation and wholesale  26.5   28.7  Korea —

G2 Collection Co., Ltd.(*4)

 Wholesale and retail sales  28.9   29.2  Korea —

The Base Enterprise Co., Ltd.(*4)

 Manufacturing  48.4   48.4  Korea —

Kyesan Engineering Co., Ltd.(*4)

 Construction  23.3   23.3  Korea —

Good Software Lap Co., Ltd.(*4)

 Service  29.4   29.4  Korea —

QTS Shipping Co., Ltd.(*4)

 Complex transportation brokerage  49.4   49.8  Korea —

DAEA SNC Co., Ltd.(*4)

 Wholesale and retail sales  24.0   25.5  Korea —

Force TEC Co., Ltd.(*4)

 Manufacturing  25.8   25.8  Korea —

Sinseong Trading Co., Ltd.(*4)

 Manufacturing  27.2   27.9  Korea —

PREXCO Co., Ltd.(*4)

 Manufacturing  28.1   28.1  Korea —

Jiwon Plating Co., Ltd.(*4)

 Plating  20.8   20.8  Korea —

Gil Co.,Ltd.(*6)

 Manufacturing  26.1   —  Korea —

Youngdong Sea Food Co., Ltd.(*4)

 Processed sea food manufacturing  24.0   24.5  Korea —

Woori Bank , Woori Investment Bank Co., Ltd. and Woori Private Equity Asset Management Co., Ltd.:

     

Woori-ShinyoungGrowth-Cap Private Equity Fund I(*8)

 Other financial services  —   31.9  Korea December 31, 2019

Woori Bank and Woori Investment Bank Co., Ltd.:

     

Chin Hung International Inc.(*3)

 Construction  25.3   25.3  Korea November 30, 2019(*5)

PCC-Woori LP Secondary Fund(*8)

 Other financial services  —   38.8  Korea December 31, 2019

Woori Bank and Woori Private Equity Asset Management Co., Ltd.:

     

Woori-Q Corporate Restructuring Private Equity Fund(*8)

 Trust and collective investment  —   38.4  Korea December 31, 2019

 

(*1)

The Group did not have significant influence over the entity due to the termination of the joint management procedures of the creditors’ financial institution, and thus the entity was excluded from the investment in associates for the years ended December 31, 2018.

(*2)

The investments in associates that have quoted market prices are Chin Hung International Inc. (current period: KRW 2,065, previous year: KRW 1,915).

(*3)

The significant transactions and events between the end of reporting period of the associates and the Group have been properly incorporated.

(*4)

Most of the significant business transactions of associates are with the Group as of December 31, 20172018 and 2018.2019.

(*5)2)

The Group can participate in decision-making body and exercise significant influence over financial policies and operational policies decision making of the associates.

(*3)

Equity securities that have published market price among investment assets of associates through business partnerships.are common shares of Chin Hung International Inc. Quoted market prices of Chin Hung International Inc. are 2,065 Won and 2,310 Won as of December 31, 2018 and 2019, respectively.

(*4)

There is no investment balance as of December 31, 2018 and 2019.

(*5)

The equity method was applied using the most recent financial statements available from the settlement date because no financial statements were available at the end of December and the significant transactions or events that occurred between the end of the reporting period of the associate and the end of the reporting period of the subsidiary were duly reflected.

(*6)

The carrying values of investments in associates are nilentity was excluded from the associate as ofthe Group sold its entire stake during the year ended December 31, 2017 and 2018.2019.

(*7)

Even though the Group’s ownership ratio of the entity was more than 20%,The Group has signed a contract that the Group did not have significant influence over(or the entity becausethird party designated by the entity was going through workout process under receivership and thus was excluded fromGroup) has the investment in associates. However, aspriority to purchase the workout process was completed for the year ended December 31, 2018,underlying assets (Aju Capital Co. Ltd.) when it has been included in the investment in associates.is disposed by Well to Sea No. 3 Private Equity Fund.

(*8)

Due to capital contribution by the Group for the year ended December 31, 2018,2019, the entities hashave been included in the investment in associates.

(*9)

The Group lost significant influence over the entity due to the stock consolidation and the capital increase of the associate during the year ended December 31, 2018, and thus the entity was excluded from the list of associates.

(*10)

The entity was sold after it was transferred to assets held for sale and was excluded from the investment in associates.

(*11)

The entity was excluded from the associate as the group sold its entire stake during the year ended December 31, 2018.

(*12)

The Group has entered into a contract whereas the Group (or a third party designated by the Group) obtains a preemptive right to acquire the base assets (Aju Capital Co. Ltd.) of Well to Sea No. 3 Private Equity Fund, an affiliate of the Group, when the Fund disposes them.

(2)

Changes in the carrying value of investments in joint ventures and associates accounted for using the equity method of accounting are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31, 2016 
  Acquisition
cost		  January 1,
2016		  Share of
profits
(losses)		  Acquisition(*1)  Disposal and
others(*2)		  Dividends  Change in
Capital		  Impairment  December 31,
2016		 

Woori Blackstone Korea Opportunity Private Equity Fund No.1

  43,917   56,044   10,093   —   (37,036)   (13,812)   —   —   15,289 

Kumho Tire Co., Inc.

  175,652   214,050   (13,172)   —   —   —   (546)   —   200,332 

Woori Service Networks Co., Ltd.

  108   139   18   —   —   (12)   —   —   145 

Korea Credit Bureau Co., Ltd.

  3,313   5,291   436   —   —   (135)   —   —   5,592 

Korea Finance Security Co., Ltd.

  3,266   3,711   (281)   —   —   (54)   —   —   3,376 

United PF 1st Corporate financial stability

  172,441   187,592   3,265   —   (190,857)   —   —   —   — 

Chin Hung International Inc.

  89,725   43,936   (996)   —   —   —   92   —   43,032 

Poonglim Industrial Co., Ltd.

  13,916   5,313   (2,378)   —   —   —   (2,935)   —   — 

STX Engine Co., Ltd.

  92,038   51,276   (6,665)   —   —   —   (1,575)   —   43,036 

Samho Co., Ltd.

  7,492   14,325   5,392   —   —   —   12   —   19,729 

STX Corporation

  42,215   4,251   (4,222)   —   —   —   (29)   —   — 

Osung LST Co., Ltd.

  15,405   10,985   (2,903)   —   (6,909)   —   —   (1,173)   — 

Saman Corporation

  8,521   8,521   252   —   —   —   (74)   —   8,699 

K-Growth crowd 2step Fund

  800   —   (13)   800   (787)   —   —   —   — 

Woori Growth Partnerships New Technology Private Equity Fund

  13,602   —   (640)   13,602   —   —   156   —   13,118 

2016KIF-IMM Woori Bank Technology Venture Fund

  1,800   —   —   1,800   —   —   —   —   1,800 

K BANK Co., Ltd.

  32,500   —   (1,589)   32,500   —   —   (469)   —   30,442 

Woori Renaissance Holdings

  63,000   37,121   17,303   —   —   (2)   —   —   54,422 

Woori Columbus First PEF

  1,200   1,306   (43)   —   (1,065)   (198)   —   —   — 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  780,911   643,861   3,857   48,702   (236,654)   (14,213)   (5,368)   (1,173)   439,012 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

AFS financial assets decreased by 5,421 million Won due to transfers to investments in associates during the year ended December 31, 2016.

(*2)

The transfers from investments in associates to AFS financial assets amounted to 155,220 million Won and the transfers from investments in associates to assets held for sale amounted to 6,909 million Won during the year ended December 31, 2016.

  For the year ended December 31, 2017 
  Acquisition
cost		  January 1,
2017		  Share of
profits
(losses)		  Acquisition(*)  Disposal and
others		  Dividends  Change in
capital		  Impairment  Others(*)  December 31,
2017		 

Woori Blackstone Korea Opportunity No.1 Private Equity Fund

  —   15,289   (4,617)   —   (7,369)   (3,303)   —   —   —   — 

Kumho Tire Co., Inc.

  175,652   200,332   (102)   —   —   —   1,545   (102,842)   —   98,933 

Woori Service Networks Co., Ltd.

  108   145   21   —   —   (8)   —   —   —   158 

Korea Credit Bureau Co., Ltd.

  3,313   5,592   371   —   —   (147)   —   —   —   5,816 

Korea Finance Security Co., Ltd.

  3,266   3,376   197   —   —   (54)   —   —   —   3,519 

Chin Hung International Inc.

  89,725   43,032   (14,375)   41,053   —   —   1,535   —   (26,144)   45,101 

Poonglim Industrial Co., Ltd.

  13,916   —   (6,733)   —   —   —   —   —   6,733   — 

STX Engine Co., Ltd.

  92,038   43,036   (1,010)   —   (46,217)   —   4,191   —   —   — 

Samho Co., Ltd.

  7,492   19,729   2,021   —   (16,354)   —   (73)   (5,323)   —   — 

STX Corporation

  42,215   —   (29,788)   8,546   —   —   417   —   27,772   6,947 

Saman Corporation

  8,521   8,699   (733)   —   —   —   26   (6,738)   —   1,254 

Woori Growth Partnerships New Technology Private Equity Fund

  13,602   13,118   (582)   15,729   (498)   —   (156)   —   —   27,611 

2016KIF-IMM Woori Bank Technology Venture Fund

  1,800   1,800   —   5,040   —   —   —   —   —   6,840 

K BANK Co., Ltd.

  32,500   30,442   (11,381)   12,892   —   —   (245)   —   27   31,735 

Smart Private Equity Fund No.2

  3,000   —   (68)   3,000   —   —   —   —   —   2,932 

Woori Bank-Company K Korea Movie Asset Fund

  1,500   —   (43)   3,000   —   —   —   —   —   2,957 

Well to Sea No.3 Private Equity Fund

  102,500   —   80,894   102,500   (508)   —   (577)   —   —   182,309 

Woori Renaissance Holdings

  —   54,422   (622)   —   —   (57,109)   —   —   3,309   — 

Nomura-Rifa Private Real Estate Investment Trust No.17

  1,000   —   (61)   1,000   —   —   —   —   —   939 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  592,148   439,012   13,389   192,760   (70,946)   (60,621)   6,663   (114,903)   11,697   417,051 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)

Changes in investments in joint ventures and associates due to debt-equity swap is 51,227 million Won.

 For the year ended December 31, 2018  For the year ended December 31, 2018 
 Acquisition
cost		 January 1,
2018		 Share of
profits
(losses)		 Acquisition Disposal and
others(*)		 Dividends Change in
capital		 Impairment Others December 31,
2018		  Acquisition
cost		 January 1,
2018		 Share of
profits
(losses)		 Acquisition Disposal and
others(*)		 Dividends Change in
capital		 Impairment Others December 31,
2018		 

Kumho Tire Co., Inc.

 175,652  98,933  (10,451)   —  (83,286)   —  (5,196)   —   —   —  175,652  98,933  (10,451)   —  (83,286)   —  (5,196)   —   —   — 

Woori Service Networks Co., Ltd.

 108  158  1   —   —  (2)   —   —   —  157  108  158  1   —   —  (2)   —   —   —  157 

Korea Credit Bureau Co., Ltd.

 3,313  5,816  1,087   —   —  (113)   —   —   —  6,790  3,313  5,816  1,087   —   —  (113)   —   —   —  6,790 

Korea Finance Security Co., Ltd.

 3,267  3,519  (10)   —   —  (54)  1   —   —  3,456  3,267  3,519  (10)   —   —  (54)  1   —   —  3,456 

Chin Hung International Inc.

 130,779  45,101  1,206   —   —   —  (1,725)   —  159  44,741  130,779  45,101  1,206   —   —   —  (1,725)   —  159  44,741 

Poonglim Industrial Co., Ltd.

 13,916   —   —   —   —   —   —   —   —   —  13,916   —   —   —   —   —   —   —   —   — 

STX Corporation

 50,760  6,947  (816)   —  (5,865)   —  (266)   —   —   —  50,760  6,947  (816)   —  (5,865)   —  (266)   —   —   — 

Saman Corporation

 8,521  1,254  (98)   —   —   —  35  (177)   —  1,014  8,521  1,254  (98)   —   —   —  35  (177)   —  1,014 

Woori Growth Partnerships New Technology Private Equity Fund

 25,847  27,611  950  360  (3,346)  (484)   —   —   —  25,091  25,847  27,611  950  360  (3,346)  (484)   —   —   —  25,091 

2016KIF-IMM Woori Bank Technology Venture Fund

 15,000  6,840   —  8,160   —   —  300   —   —  15,300  15,000  6,840   —  8,160   —   —  300   —   —  15,300 

K BANK Co., Ltd.

 67,343  31,735  (10,705)  21,951   —   —  144   —  584  43,709  67,343  31,735  (10,705)  21,951   —   —  144   —  584  43,709 

Smart Private Equity Fund No.2

 3,000  2,932  (42)   —   —   —   —   —   —  2,890  3,000  2,932  (42)   —   —   —   —   —   —  2,890 

Woori Bank-Company K Korea Movie Asset Fund

 3,000  2,957  (257)   —   —   —   —   —   —  2,700  3,000  2,957  (257)   —   —   —   —   —   —  2,700 

Well to Sea No.3 Private Equity Fund

 101,992  182,309  22,546   —  (508)  (517)  (6,437)   —   —  197,393  101,992  182,309  22,546   —  (508)  (517)  (6,437)   —   —  197,393 

Partner One Value Up Ist Private Equity Fund

 10,000   —  (52)  10,000   —   —   —   —   —  9,948  10,000   —  (52)  10,000   —   —   —   —   —  9,948 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

 4,426   —   —  4,426   —   —   —   —   —  4,426  4,426   —   —  4,426   —   —   —   —   —  4,426 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

 3,025   —   —  3,025   —   —   —   —   —  3,025  3,025   —   —  3,025   —   —   —   —   —  3,025 

Nomura-Rifa Private Real Estate Investment Trust No.17

 1,000  939  (152)   —   —   —   —   —   —  787  1,000  939  (152)   —   —   —   —   —   —  787 

Uri Hanhwa Eureka Private Equity Fund

 350   —  (11)  350   —   —   —   —   —  339  350   —  (11)  350   —   —   —   —   —  339 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 621,299  417,051  3,196  48,272  (93,005)  (1,170)  (13,144)  (177)  743  361,766  621,299  417,051  3,196  48,272  (93,005)  (1,170)  (13,144)  (177)  743  361,766 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*)

InvestmentsThe amount transferred from the investments in joint ventures and associates decreased by 83,286 million Won through transfers to financial assets at FVTOCI (IFRS 9) which occurred during the year ended December 31, 2018.is 83,286 million Won.

  For the year ended December 31, 2019 
  Acquisition
cost		  January 1,
2019		  Share of
profits
(losses)		  Acquisition  Disposal and
others		  Dividends  Change in
capital		  December 31,
2019		 

Woori Service Networks Co., Ltd.

  108   157   31   —   —   (2)   —   186 

Korea Credit Bureau Co., Ltd.

  3,313   6,790   190   —   —   (135)   —   6,845 

Korea Finance Security Co., Ltd.

  3,267   3,456   (169)   —   —   —   —   3,287 

Chin Hung International Inc.

  130,779   44,741   6,426   —   —   —   9   51,176 

Saman Corporation

  8,521   1,014   (198)   —   —   —   33   849 

Woori Growth Partnerships New Technology Private Equity Fund

  18,666   25,091   1,466   309   (7,490)   (164)   —   19,212 

2016KIF-IMM Woori Bank Technology Venture Fund

  12,385   15,300   1,193   —   (2,615)   —   1,263   15,141 

K BANK Co., Ltd.

  73,150   43,709   (18,233)   5,807   —   —   (29)   31,254 

Smart Private Equity Fund No.2

  2,915   2,890   (41)   —   (85)   —   —   2,764 

Woori Bank-Company K Korea Movie Asset Fund

  3,000   2,700   623   —   —   —   —   3,323 

Well to Sea No.3 Private Equity Fund

  101,483   197,393   30,343   —   —   (18,836)   123   209,023 

Partner One Value Up I Private Equity Fund

  10,000   9,948   (40)   —   —   —   —   9,908 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

  4,576   4,426   —   150   —   —   —   4,576 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

  4,375   3,025   —   1,350   —   —   —   4,375 

Woori-ShinyoungGrowth-Cap Private Equity Fund I

  12,665   —   (824)   12,665   —   —   —   11,841 

LOTTE CARD Co.,Ltd

  346,000   —   63,444   346,000   —   —   —   409,444 

Woori-Q Corporate Restructuring Private Equity Fund

  6,129   —   (83)   6,129   —   —   —   6,046 

PCC-Woori LP Secondary Fund

  2,525   —   —   2,525   —   —   —   2,525 

Nomura-Rifa Private Real Estate Investment Trust No.17

  1,000   787   (136)   —   (651)   —   —   — 

Uri Hanhwa Eureka Private Equity Fund

  350   339   3   —   —   —   —   342 

Godo Kaisha Oceanos 1

  10,870   —   2   10,870   (15)   (105)   200   10,952 

Japanese Hotel Real Estate Private Equity Fund 2

  3,291   —   —   3,291   —   —   —   3,291 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  759,368   361,766   83,997   389,096   (10,856)   (19,242)   1,599   806,360 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(3)

Summary financial information relating to investments in joint ventures and associates accounted for using the equity method of accounting is as follows (Unit: Korean Won in millions):

 

  December 31, 2017  December 31, 2018 
  Assets   Liabilities   Operating
revenue		   Net income
(loss)		  Assets Liabilities Operating
revenue		 Net income
(loss)		 

Kumho Tire Co., Inc.

   5,105,107    3,928,327    2,136,569    (61,748) 

Woori Service Networks Co., Ltd.

   4,982    1,780    14,887    1,003  5,066  1,886  15,803  819 

Korea Credit Bureau Co., Ltd.

   75,504    19,323    68,750    3,580  88,797  22,788  78,018  9,901 

Korea Finance Security Co., Ltd.

   33,915    10,461    55,610    1,071  35,155  12,114  60,706  17 

Chin Hung International Inc.

   341,284    259,454    513,285    28,698  412,205  332,268  606,192  6,402 

Poonglim Industrial Co., Ltd.

   241,063    309,925    107,360    (29,812) 

STX Corporation

   595,348    543,458    1,371,272    342,869 

Saman Corporation

   98,435    69,929    76,135    (6,096)  97,720  69,915  75,825  (869) 

Woori Growth Partnerships New Technology Private Equity Fund

   120,133    485    1,024    (3,199)  109,167  440  5,943  4,117 

2016KIF-IMM Woori Bank Technology Venture Fund

   32,815    380    6    (1,515)  73,231  12  16  (1,510) 

K BANK Co., Ltd.

   1,244,270    1,001,121    19,231    (74,403)  2,024,856  1,807,502  60,039  (69,256) 

Smart Private Equity Fund No.2

   14,711    51    1    (340)  14,502  51  1  (209) 

Woori Bank-Company K Korea Movie Asset Fund

   11,830    2    16    (172)  10,805  5  1,663  (299) 

Well to Sea No.3 Private Equity Fund

   5,068,424    4,534,957    131,488    162,743  5,968,591  5,395,307  429,742  39,711 

Partner One Value Up Ist Private Equity Fund

 42,776   —  326  (224) 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

 21,200  757  390  (1,268) 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

 12,014  105  3  (191) 

Nomura-Rifa Private Real Estate Investment Trust No.17

   20,265    16,507    62    (242)  20,197  16,178  10  (228) 

Uri Hanhwa Eureka Private Equity Fund

 42,332  181  1  (1,349) 

 

  December 31, 2018  December 31, 2019 
  Assets   Liabilities   Operating
revenue		   Net income
(loss)		  Assets Liabilities Operating
revenue		 Net income
(loss)		 

Woori Service Networks Co., Ltd.

   5,066    1,886    15,803    819  5,742  1,969  17,572  1,322 

Korea Credit Bureau Co., Ltd.

   88,797    22,788    78,018    9,901  96,855  30,289  91,200  1,480 

Korea Finance Security Co., Ltd.

   35,155    12,114    60,706    17  32,574  10,660  61,939  (1,265) 

Chin Hung International Inc.

   412,205    332,268    606,192    6,402  335,147  229,764  499,152  26,617 

Saman Corporation

   97,720    69,915    75,825    (869)  92,206  66,184  91,088  (485) 

Woori Growth Partnerships New Technology Private Equity Fund

   109,167    440    5,943    4,117  83,583  330  7,866  6,355 

2016KIF-IMM Woori Bank Technology Venture Fund

   73,231    12    16    (1,510)  72,768  343  8,939  7,462 

K BANK Co., Ltd.

   2,024,856    1,807,502    60,039    (69,256)  2,679,968  2,464,168  84,928  (89,779) 

Smart Private Equity Fund No.2

   14,502    51    1    (209)  13,872  51  2  (204) 

Woori Bank-Company K Korea Movie Asset Fund

   10,805    5    1,663    (299)  13,294  2  4,532  2,492 

Well to Sea No.3 Private Equity Fund

   5,968,591    5,395,307    429,742    39,711  7,073,363  6,470,540  524,319  48,357 

Partner One Value Up Ist Private Equity Fund

   42,776    —    326    (224) 

Partner One Value Up I Private Equity Fund

 42,602   —  457  (175) 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

   21,200    757    390    (1,268)  21,208  691  766  (676) 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

   12,014    105    3    (191)  16,939  124  10  (494) 

Nomura-Rifa Private Real Estate Investment Trust No.17

   20,197    16,178    10    (228) 

Woori-ShinyoungGrowth-Cap Private Equity Fund I

 37,642  620  2  (2,679) 

LOTTE CARD Co.,Ltd(*)

 12,936,977  10,659,889  1,366,512  42,538 

Woori-Q Corporate Restructuring Private Equity Fund

 15,975  823   —  (823) 

PCC-Woori LP Secondary Fund

 6,498   —   —  (2) 

Uri Hanhwa Eureka Private Equity Fund

   42,332    181    1    (1,349)  41,950  236  41  (436) 

Godo Kaisha Oceanos 1

 70,869  47,960  778  119 

Japanese Hotel Real Estate Private Equity Fund 2

 16,561  6   —  (600) 

(*)

The amount is after reflecting the fair value adjustment that occurred when acquiring the shares and the adjustments that occurred by difference of accounting policies with the Group.

(4) The entities that the Group has not applied equity method of accounting although the Group’s ownership interest is more than 20% as of December 31, 2017 and 2018, are as follows:

   December 31, 2017 

Associate(*)

  Number of shares owned   Ownership (%) 

Orient Shipyard Co., Ltd.

   465,050    21.4 

Saenuel Co., Ltd.

   3,531    37.4 

E Mirae Tech Co., Ltd.

   7,696    41.0 

Jehin Trading Co., Ltd.

   81,610    27.3 

The Season Company Co., Ltd.

   18,187    30.1 

Yuil PESC Co., Ltd.

   8,642    24.0 

Youngdong Sea Food Co., Ltd.

   12,106    24.0 

Sinseong Trading Co., Ltd.

   2,584    27.2 

CL Tech Co., Ltd.

   13,759    38.6 

Force TEC Co., Ltd.

   4,780,907    25.8 

Protronics Co., Ltd.

   95,921    48.1 

Instern Co., Ltd.

   14,296    20.1 
(4)

The entities that the Group has not applied equity method of accounting although the Group’s ownership interest is more than 20% as of December 31, 2018 and 2019, are as follows:

 

   December 31, 2018 

Associate(*)

  Number of shares owned   Ownership (%) 

Orient Shipyard Co., Ltd.

   464,812    21.4 

Saenuel Co., Ltd.

   3,531    37.4 

E Mirae Tech Co., Ltd.

   7,696    41.0 

Jehin Trading Co., Ltd.

   81,610    27.3 

The Season Company Co., Ltd.

   18,187    30.1 

Yuil PESC Co., Ltd.

   8,642    24.0 

CL Tech Co., Ltd.

   13,759    38.6 

   December 31, 2019 

Associate(*)

  Number of shares owned   Ownership (%) 

Orient Shipyard Co., Ltd.

   464,812    21.4 

Saenuel Co., Ltd.

   3,531    37.4 

E Mirae Tech Co., Ltd.

   7,837    41.8 

Jehin Trading Co., Ltd.

   83,056    27.7 

The Season Company Co., Ltd.

   18,283    30.3 

Yuil PESC Co., Ltd.

   8,642    24.0 

CL Tech Co., Ltd.

   13,759    38.6 

 

(*)

Even though the Group’s ownership interest of the entity is more than 20%, the Group does not have significant influence over the entity since it is going throughwork-out process under receivership, thus it is excluded from the investment in joint ventures and associates.

(5)

As of December 31, 2016, 2017, 2018 and 2018,2019, the reconciliations from the net assets of the associates based onto the ownership ratiobook value of the Group to its corresponding book valueshares of the investment in joint ventures and associates are as follows (Unit: Korean Won in millions except for ownership):

 

  December 31, 2016 
  Total net
asset		  Ownership
(%)		  Ownership
portion of net
assets		  Basis
difference		  Impairment  Intercompany
transaction		  Book
Value		 

Woori Blackstone Korea Opportunity Private Equity Fund No.1

  57,544   26.4   15,191   —   —   98   15,289 

Kumho Tire Co., Inc.(*)

  1,055,219   14.2   149,324   48,459   —   2,549   200,332 

Woori Service Networks Co., Ltd.

  2,940   4.9   145   —   —   —   145 

Korea Credit Bureau

  53,923   9.9   5,344   248   —   —   5,592 

Korea Finance Security Co., Ltd.

  22,503   15.0   3,376   —   —   —   3,376 

Chin Hung International Inc.(*)

  65,387   28.4   18,593   24,565   —   (126)   43,032 

Poonglim Industrial Co., Ltd.(*)

  (111,156)   31.0   (34,463)   54,149   (21,062)   1,376   — 

STX Engine Co., Ltd.

  95,784   29.2   28,002   14,954   —   80   43,036 

SamHo Co., Ltd.

  251,656   7.8   19,729   —   —   —   19,729 

STX Corporation(*)

  (250,018)   9.5   (23,633)   24,614   (27,904)   26,923   — 

Saman Corporation

  36,205   9.2   3,326   5,373   —   —   8,699 

Woori Growth Partnerships New Technology Private Equity Fund

  56,846   23.1   13,118   —   —   —   13,118 

2016KIF-IMM Woori Bank Technology Venture Fund

  8,751   20.0   1,750   —   —   50   1,800 

K BANK Co., Ltd.

  234,173   13.0   30,442   —   —   —   30,442 

Woori Renaissance Holdings

  100,708   51.6   51,965   —   (6,441)   8,898   54,422 

Woori Columbus First PEF

  305   2.0   6   —   —   (6)   — 

  December 31, 2017 
  Total net
asset		  Ownership
(%)		  Ownership
portion of net
assets		  Basis
difference		  Impairment  Intercompany
transaction		  Book
value		 

Kumho Tire Co., Inc.(*)

  1,065,421   14.2   150,767   48,459   (102,843)   2,550   98,933 

Woori Service Networks Co., Ltd.

  3,202   4.9   158   —   —   —   158 

Korea Credit Bureau Co., Ltd.

  56,181   9.9   5,568   248   —   —   5,816 

Korea Finance Security Co., Ltd.

  23,454   15.0   3,519   —   —   —   3,519 

Chin Hung International Inc.(*)

  81,686   25.3   20,671   24,565   —   (135)   45,101 

Poonglim Industrial Co., Ltd.(*)

  (168,154)   29.4   (49,446)   54,542   (20,504)   15,408   — 

STX Corporation

  51,890   19.7   10,232   24,614   (27,904)   5   6,947 

Saman Corporation

  28,506   9.2   2,619   5,373   (6,738)   —   1,254 

Woori Growth Partnerships New Technology Private Equity Fund

  119,648   23.1   27,611   —   —   —   27,611 

2016KIF-IMM Woori Bank Technology Venture Fund

  32,435   20.0   6,487   —   —   353   6,840 

K BANK Co., Ltd.

  243,149   13.0   31,535   —   —   200   31,735 

Smart Private Equity Fund No.2

  14,660   20.0   2,932   —   —   —   2,932 

Woori Bank-Company K Korea Movie Asset Fund

  11,828   25.0   2,957   —   —   —   2,957 

Well to Sea No.3 Private Equity Fund(*)

  364,909   50.0   182,366   —   —   (57)   182,309 

Nomura-Rifa Private Real Estate Investment Trust No.17

  3,758   25.0   939   —   —   —   939 

  December 31, 2018 
  Total net
asset		  Ownership
(%)		  Ownership
portion of net
assets		  Basis
difference		  Impairment  Intercompany
transaction		  Book
value		 

Woori Service Networks Co., Ltd.

  3,180   4.9   157   —   —   —   157 

Korea Credit Bureau Co., Ltd.

  66,009   9.9   6,544   246   —   —   6,790 

Korea Finance Security Co., Ltd.

  23,041   15.0   3,456   —   —   —   3,456 

Chin Hung International Inc.(*)

  79,793   25.3   20,192   24,565   —   (16)   44,741 

Saman Corporation

  27,805   9.2   2,556   5,373   (6,915)   —   1,014 

Woori Growth Partnerships New Technology Private Equity Fund

  108,727   23.1   25,091   —   —   —   25,091 

2016KIF-IMM Woori Bank Technology Venture Fund

  73,219   20.0   14,644   —   —   656   15,300 

K BANK Co., Ltd.(*)

  290,597   14.1   40,984   2,725   —   —   43,709 

Smart Private Equity Fund No.2

  14,451   20.0   2,890   —   —   —   2,890 

Woori Bank-Company K Korea Movie Asset Fund

  10,800   25.0   2,700   —   —   —   2,700 

Well to Sea No.3 Private Equity Fund(*)

  396,248   50.0   198,027   —   —   (634)   197,393 

Partner One Value Up Ist Private Equity Fund

  42,776   23.3   9,948   —   —   —   9,948 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

  20,443   20.0   4,089   —   —   337   4,426 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

  11,909   25.0   2,977   —   —   48   3,025 

Nomura-Rifa Private Real Estate Investment Trust No.17

  4,019   19.4   780   —   —   7   787 

Uri Hanhwa Eureka Private Equity Fund

  42,151   0.8   339   —   —   —   339 

 

(*)

The net asset amount is after reflecting debt-equity swap and others.

  December 31, 2018 
  Total net
asset		  Ownership
(%)		  Ownership
portion of net
assets		  Basis
difference		  Impairment  Intercompany
transaction		  Book
value		 

Woori Service Networks Co., Ltd.

  3,180   4.9   157   —   —   —   157 

Korea Credit Bureau Co., Ltd.

  66,009   9.9   6,544   246   —   —   6,790 

Korea Finance Security Co., Ltd.

  23,041   15.0   3,456   —   —   —   3,456 

Chin Hung International Inc.(*)

  79,793   25.3   20,192   24,565   —   (16)   44,741 

Saman Corporation

  27,805   9.2   2,556   5,373   (6,915)   —   1,014 

Woori Growth Partnerships New Technology Private Equity Fund

  108,727   23.1   25,091   —   —   —   25,091 

2016KIF-IMM Woori Bank Technology Venture Fund

  73,219   20.0   14,644   —   —   656   15,300 

K BANK Co., Ltd.(*)

  290,597   14.1   40,984   2,725   —   —   43,709 

Smart Private Equity Fund No.2

  14,451   20.0   2,890   —   —   —   2,890 

Woori Bank-Company K Korea Movie Asset Fund

  10,800   25.0   2,700   —   —   —   2,700 

Well to Sea No.3 Private Equity Fund(*)

  396,248   50.0   198,027   —   —   (634)   197,393 

Partner One Value Up Ist Private Equity Fund

  42,776   23.3   9,948   —   —   —   9,948 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

  20,443   20.0   4,089   —   —   337   4,426 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

  11,909   25.0   2,977   —   —   48   3,025 

Nomura-Rifa Private Real Estate Investment Trust No.17

  4,019   19.4   780   —   —   7   787 

Uri Hanhwa Eureka Private Equity Fund

  42,151   0.8   339   —   —   —   339 

(*)

The net asset equity amount is after thedebt-for-equity swap.

  December 31, 2019 
  Total net
asset		  Ownership
(%)		  Ownership
portion of net
assets		  Basis
difference		  Impairment  Intercompany
transaction		  Book
value		 

Woori Service Networks Co., Ltd.

  3,773   4.9   186   —   —   —   186 

Korea Credit Bureau Co., Ltd.

  66,566   9.9   6,597   246   —   2   6,845 

Korea Finance Security Co., Ltd.

  21,914   15.0   3,287   —   —   —   3,287 

Chin Hung International Inc.(*1)

  105,383   25.3   26,646   24,565   —   (35)   51,176 

Saman Corporation

  26,022   9.2   2,391   5,373   (6,915)   —   849 

Woori Growth Partnerships New Technology Private Equity Fund

  83,253   23.1   19,215   —   —   (3)   19,212 

2016KIF-IMM Woori Bank Technology Venture Fund

  72,425   20.0   14,485   —   —   656   15,141 

K BANK Co., Ltd.(*1) (*2)

  215,800   14.5   31,248   3,634   (3,634)   6   31,254 

Smart Private Equity Fund No.2

  13,821   20.0   2,764   —   —   —   2,764 

Woori Bank-Company K Korea Movie Asset Fund

  13,292   25.0   3,323   —   —   —   3,323 

Well to Sea No.3 Private Equity Fund(*1)

  418,250   50.0   209,041   —   —   (18)   209,023 

Partner One Value Up Ist Private Equity Fund

  42,602   23.3   9,909   —   —   (1)   9,908 

IBK KIP Seongjang Dideemdol 1st Private Investment Limited Partnership

  20,517   20.0   4,103   —   —   473   4,576 

Crevisse Raim Impact 1st Startup Venture Specialist Private Equity Fund

  16,815   25.0   4,204   —   —   171   4,375 

Woori-ShinyoungGrowth-Cap Private Equity Fund I

  37,022   31.9   11,841   —   —   —   11,841 

LOTTE CARD Co., Ltd(*1)

  2,047,220   20.0   409,444   —   —   —   409,444 

Woori-Q Corporate Restructuring Private Equity Fund

  15,152   38.4   5,813   —   —   233   6,046 

PCC-Woori LP Secondary Fund

  6,498   38.8   2,524   —   —   1   2,525 

Uri Hanhwa Eureka Private Equity Fund

  41,714   0.8   342   —   —   —   342 

Godo Kaisha Oceanos 1

  22,909   47.8   10,952   —   —   —   10,952 

Japanese Hotel Real Estate Private Equity Fund 2

  16,555   19.9   3,291   —   —   —   3,291 

(*1)

The net asset equity amount is after thedebt-for-equity swap,non-controlling etc.

(*2)

As a result of conducting an impairment test on the investment stocks of the related companies, the recoverable value was less than the carrying amount and thus the impairment loss was recognized.

 

14.

INVESTMENT PROPERTIES

 

(1)

Details of investment properties are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		 December 31,
2018		   December 31,
2018		 December 31,
2019		 

Acquisition cost

   404,741  416,796    416,796  299,802 

Accumulated depreciation

   (33,440)  (38,600)    (38,600)  (19,563) 
  

 

  

 

   

 

  

 

 

Net carrying value

   371,301  378,196    378,196  280,239 
  

 

  

 

   

 

  

 

 

(2)

Changes in investment properties are as follows (Unit: Korean Won in millions):

 

   For the years ended December 31, 
   2016  2017  2018 

Beginning balance

   351,496   358,497   371,301 

Acquisition

   4,428   9,872   15,195 

Disposal

   —   (458)   (3,045) 

Depreciation

   (3,762)   (3,902)   (4,045) 

Transfers from(to) premises and equipment

   6,314   2,472   7,623 

Classified to assets held for sale

   —   (371)   (10,056) 

Foreign currencies translation adjustments

   21   (324)   (5) 

Others

   —   5,515   1,228 
  

 

 

  

 

 

  

 

 

 

Ending balance

   358,497   371,301   378,196 
  

 

 

  

 

 

  

 

 

 
   For the years ended December 31 
   2017  2018  2019 

Beginning balance(*)

   358,497   371,301   178,910 

Acquisition

   9,872   15,195   70,346 

Disposal

   (458)   (3,045)   (193) 

Depreciation

   (3,902)   (4,045)   (2,225) 

Transfers from(to) premises and equipment

   2,472   7,623   32,394 

Classified to assets held for sale

   (371)   (10,056)   — 

Foreign currencies translation adjustments

   (324)   (5)   402 

Others

   5,515   1,228   605 
  

 

 

  

 

 

  

 

 

 

Ending balance

   371,301   378,196   280,239 
  

 

 

  

 

 

  

 

 

 

(*)

199,286 million Won is deducted which was reclassified from the investment properties to premises and equipment at the beginning of the period within the net carrying mount of the previous term.

(3)

Fair value of investment properties is amountingamounted to 396,587438,534 million Won and 438,534 million502,305million Won as of December 31, 20172018 and 2018,2019, respectively. The fair value of investment properties has been assessed on the basis of recent similar real estate market price and officially assessed land price in the area of the investment properties, is classified as level 3 on the fair value hierarchy.

 

(4)

Rental fee earned from investment properties is amounting to 5,027 million Won, 4,579 million Won, 5,080 million Won and 5,08010,106 million Won for the years ended December 31, 2016, 2017, 2018 and 2019, respectively. Operating expenses directly related to the investment properties where rental fee was earned amounted to 4,466 million Won, 4,120 million Won and 3,010 million Won for the years ended December 31, 2017, 2018 respectively.and 2019.

 

(5)

The lease payments expected to be received in the future under lease contracts as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

   December 31,
2018		   December 31,
2019		 

Lease payments:

    

Within a year

   5,454    6,574 

More than 1 year and within 2 years

   3,702    4,924 

More than 2 years and within 3 years

   3,009    4,018 

More than 3 years and within 4 years

   2,619    3,618 

More than 4 years and within 5 years

   2,222    3,126 

More than 5 years

   —    241 
  

 

 

   

 

 

 

Total

   17,006    22,501 
  

 

 

   

 

 

 
15.

PREMISES AND EQUIPMENT

 

(1)

Details of premises and equipment as of December 31, 2019 are as follows (Unit: Korean Won in millions):

 

  December 31, 2017 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Acquisition cost

  1,487,278   867,804   1,024,186   429,665   64,559   20   3,873,512 

Accumulated depreciation

  —   (186,958)   (844,114)   (364,878)   —   (17)   (1,395,967) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

  1,487,278   680,846   180,072   64,787   64,559   3   2,477,545 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  December 31, 2019 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Premises and equipment(owned)

  1,761,159   802,299   278,016   54,839   1,287   2   2,897,602 

Right-of-use asset

  —   449,878   17,236   —   —   —   467,114 

Carrying value

  1,761,159   1,252,177   295,252   54,839   1,287   2   3,364,716 

(2)

Details of premises and equipment(owned) as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

  December 31, 2018 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Acquisition cost

  1,481,871   872,282   1,031,431   446,264   9,099   20   3,840,967 

Accumulated depreciation

  —   (210,370)   (791,418)   (388,670)   —   (17)   (1,390,475) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

  1,481,871   661,912   240,013   57,594   9,099   3   2,450,492 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

  December 31, 2019 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Acquisition cost

  1,761,159   1,063,756   1,123,101   463,181   1,287   20   4,412,504 

Accumulated depreciation

  —   (261,457)   (845,085)   (408,342)   —   (18)   (1,514,902) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net carrying value

  1,761,159   802,299   278,016   54,839   1,287   2   2,897,602 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(2)(3)

Details of changes in premises and equipment are as follows (Unit: Korean Won in millions):

 

 For the year ended December 31, 2016  For the year ended December 31, 2017 
 Land Building Equipment
and vehicles		 Leasehold
improvement		 Construction
in progress		 Structures Total  Land Building Equipment
and vehicles		 Leasehold
improvement		 Construction
in progress		 Structures Total 

Beginning balance

 1,493,628  704,017  193,291  79,744  522  4  2,471,206  1,488,745  691,699  189,902  68,958  18,717  4  2,458,025 

Acquisition

  —  15,939  74,336  19,615  21,231   —  131,121 

Disposal

 (30)  (1,474)  (233)  (2,623)  (102)   —  (4,462) 

Acquisitions

 4,755  22,579  59,694  23,420  51,797   —  162,245 

Disposals

 (1,840)  (2,593)  (442)  (1,231)   —   —  (6,106) 

Depreciation

  —  (24,887)  (82,445)  (48,587)   —   —  (155,919)   —  (26,156)  (74,223)  (31,728)   —  (1)  (132,108) 

Classified to assets held for sale

 (4,063)  (251)   —   —   —   —  (4,314)  (2,693)  (1,059)  549   —   —   —  (3,203) 

Foreign currencies translation adjustment

 625  516  307  376  153   —  1,977 

Acquisition through business combination

  —   —  209  442   —   —  651 

Transfer

 (1,415)  (1,557)   —   —  (3,087)   —  (6,059)  (196)  (2,134)  5,411   —  (5,553)   —  (2,472) 

Foreign currencies translation adjustments

 (1,493)  (1,393)  (2,023)  (1,315)  (402)   —  (6,626) 

Others

  —  (604)  4,437  19,991   —   —  23,824   —  (97)  1,204  6,683   —   —  7,790 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 1,488,745  691,699  189,902  68,958  18,717  4  2,458,025  1,487,278  680,846  180,072  64,787  64,559  3  2,477,545 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

  For the year ended December 31, 2018 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Beginning balance

  1,487,278   680,846   180,072   64,787   64,559   3   2,477,545 

Acquisitions

  1,372   14,701   76,783   17,527   8,285   —   118,668 

Disposals

  (29)   —   (5,192)   (737)   (187)   —   (6,145) 

Depreciation

  —   (26,014)   (76,171)   (32,162)   —   —   (134,347) 

Classified to assets held for sale

  (3,651)   (2,592)   —   —   —   —   (6,243) 

Transfer

  (2,863)   (4,760)   63,432   —   (63,432)   —   (7,623) 

Foreign currencies translation adjustments

  (236)   (257)   (69)   323   (126)   —   (365) 

Business combination

  —   —   969   661   —   —   1,630 

Others

  —   (12)   189   7,195   —   —   7,372 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  1,481,871   661,912   240,013   57,594   9,099   3   2,450,492 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 For the year ended December 31, 2017  For the year ended December 31, 2019 
 Land Building Equipment
and vehicles		 Leasehold
improvement		 Construction
in progress		 Structures Total  Land Building Equipment
and
vehicles		 Leasehold
improvement		 Construction
in progress		 Structures Total 

Beginning balance

 1,488,745  691,699  189,902  68,958  18,717  4  2,458,025  1,481,871  661,912  240,013  57,594  9,099  3  2,450,492 

Acquisitions

 4,755  22,579  59,694  23,420  51,797   —  162,245  186,303  87,667  119,474  28,788  7,315   —  429,547 

Disposals

 (1,840)  (2,593)  (442)  (1,231)   —   —  (6,106)  (3,015)  (2,245)  (1,203)  (2,738)   —   —  (9,201) 

Depreciation

  —  (26,156)  (74,223)  (31,728)   —  (1)  (132,108)   —  (30,766)  (87,453)  (27,134)   —  (1)  (145,354) 

Classified to assets held for sale

 (2,693)  (1,059)  549   —   —   —  (3,203)  (21)  (74)   —   —   —   —  (95) 

Transfer

 (196)  (2,134)  5,411   —  (5,553)   —  (2,472)  93,956  83,260  3,670  912  (14,886)   —  166,912 

Foreign currencies translation adjustments

 (1,493)  (1,393)  (2,023)  (1,315)  (402)   —  (6,626)  880  801  1,459  609  36   —  3,785 

Business combination (Note 44)

 1,185  74  926  1   —   —  2,186 

Others

  —  (97)  1,204  6,683   —   —  7,790   —  1,670  1,130  (3,193)  (277)   —  (670) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 1,487,278  680,846  180,072  64,787  64,559  3  2,477,545  1,761,159  802,299  278,016  54,839  1,287  2  2,897,602 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

  For the year ended December 31, 2018 
  Land  Building  Equipment
and vehicles		  Leasehold
improvement		  Construction
in progress		  Structures  Total 

Beginning balance

  1,487,278   680,846   180,072   64,787   64,559   3   2,477,545 

Acquisitions

  1,372   14,701   76,783   17,527   8,285   —   118,668 

Disposals

  (29)   —   (5,192)   (737)   (187)   —   (6,145) 

Depreciation

  —   (26,014)   (76,171)   (32,162)   —   —   (134,347) 

Classified to assets held for sale

  (3,651)   (2,592)   —   —   —   —   (6,243) 

Transfer

  (2,863)   (4,760)   63,432   —   (63,432)   —   (7,623) 

Foreign currencies translation adjustments

  (236)   (257)   (69)   323   (126)   —   (365) 

Acquisition through business combination

  —   —   969   661   —   —   1,630 

Others

  —   (12)   189   7,195   —   —   7,372 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  1,481,871   661,912   240,013   57,594   9,099   3   2,450,492 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(4)

Details ofright-of-use assets as of December 31, 2019 are as follows (Unit: Korean Won in millions):

16.

   December 31, 2019 
   Building  Equipment and
vehicles		  Total 

Acquisition cost

   615,201   25,563   640,764 

Accumulated depreciation

   (165,323)   (8,327)   (173,650) 
  

 

 

  

 

 

  

 

 

 

Net carrying value

   449,878   17,236   467,114 
  

 

 

  

 

 

  

 

 

 

(5)

Details of changes inright-of-use assets as of December 31, 2019 are as follows (Unit: Korean Won in millions):

   December 31, 2019 
   Building  Equipment and
vehicles		  Total 

Beginning balance

   416,828   18,963   435,791 

New contracts

   251,992   8,306   260,298 

Termination

   (3,803)   (178)   (3,981) 

Depreciation

   (219,743)   (9,984)   (229,727) 

Business combination (Note 44)

   5,438   114   5,552 

Others

   (834)   15   (819) 
  

 

 

  

 

 

  

 

 

 

Ending balance

   449,878   17,236   467,114 
  

 

 

  

 

 

  

 

 

 

16.

INTANGIBLE ASSETS

 

(1)

Details of intangible assets are as follows (Unit: Korean Won in millions):

 

 December 31, 2017  December 31, 2018 
 Goodwill Software Industrial
property
rights		 Development
cost		 Others Membership
deposit		 Construction
in progress		 Total  Goodwill Software Industrial
property
rights		 Development
cost		 Other
intangible
assets		 Membership
deposit		 Construction
in progress		 Total 

Acquisition cost

 108,707  203,418  1,063  260,087  634,150  27,337  153,209  1,387,971  153,602  156,109  1,258  469,226  729,052  27,025  10,415  1,546,687 

Accumulated amortization

  —  (162,746)  (524)  (182,846)  (516,467)   —   —  (862,583)   —  (126,382)  (696)  (228,906)  (589,618)   —   —  (945,602) 

Accumulated impairment losses

  —   —   —   —  (137)  (6,652)   —  (6,789)   —   —   —   —  (137)  (3,428)   —  (3,565) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net carrying value

 108,707  40,672  539  77,241  117,546  20,685  153,209  518,599  153,602  29,727  562  240,320  139,297  23,597  10,415  597,520 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 December 31, 2018  December 31, 2019 
 Goodwill Software Industrial
property
rights		 Development
cost		 Others Membership
deposit		 Construction
in progress		 Total  Goodwill Software Industrial
property
rights		 Development
cost		 Other
intangible
assets		 Membership
deposit		 Construction
in progress		 Total 

Acquisition cost

 153,602  156,109  1,258  469,226  729,052  27,025  10,415  1,546,687  350,682  174,132  1,576  517,224  862,313  32,583  4,066  1,942,576 

Accumulated amortization

  —  (126,382)  (696)  (228,906)  (589,618)   —   —  (945,602)   —  (138,300)  (884)  (292,031)  (638,005)   —   —  (1,069,220) 

Accumulated impairment losses

  —   —   —   —  (137)  (3,428)   —  (3,565)   —   —   —   —  (25,993)  (3,253)   —  (29,246) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Net carrying value

 153,602  29,727  562  240,320  139,297  23,597  10,415  597,520  350,682  35,832  692  225,193  198,315  29,330  4,066  844,110 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(2)

Details of changes in intangible assets are as follows (Unit: Korean Won in millions):

  For the year ended December 31, 2016 
  Goodwill  Software  Industrial
property
rights		  Development
cost(*)		  Others  Membership
deposit		  Total 

Beginning balance

  103,525   38,171   344   51,357   201,769   24,640   419,806 

Acquisition

  —   8,708   64   92,969   30,842   2,306   134,889 

Disposal

  —   —   —   —   (23)   (3,785)   (3,808) 

Amortization

  —   (15,795)   (95)   (18,657)   (57,803)   —   (92,350) 

Impairment losses

  —   —   —   —   3,230   (1,585)   1,645 

Foreign currencies translation adjustment

  7,338   16   —   —   853   50   8,257 

Acquisition through business combination

  7,857   162   —   —   —   43   8,062 

Others

  6,083   4,215   —   13,027   (14,504)   (1,583)   7,238 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  124,803   35,477   313   138,696   164,364   20,086   483,739 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*)

Development cost includes the amount of Construction in progress.

 

  For the year ended December 31, 2017 
  Goodwill  Software  Industrial
property
rights		  Development
cost		  Others  Membership
deposit		  Construction
in progress		  Total 

Beginning balance

  124,803   35,477   313   70,697   164,364   20,086   67,999   483,739 

Acquisitions

  105   9,722   349   29,133   22,531   1,867   93,716   157,423 

Disposal

  —   —   —   —   (37)   (944)   —   (981) 

Amortization(*)

  —   (16,258)   (123)   (22,534)   (60,869)   —   —   (99,784) 

Impairment loss

  —   —   —   —   (78)   (159)   —   (237) 

Transfer

  —   7,987   —   —   —   —   (7,987)   — 

Foreign currencies translation adjustment

  (16,201)   (952)   —   36   (2,742)   (160)   (519)   (20,538) 

Others

  —   4,696   —   (91)   (5,623)   (5)   —   (1,023) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  108,707   40,672   539   77,241   117,546   20,685   153,209   518,599 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)

Amortization of other intangible assets amounting to 48,292 million Won is included in other operating expenses.

 For the year ended December 31, 2018  For the year ended December 31, 2018 
 Goodwill Software Industrial
property
rights		 Development
cost		 Others Membership
deposit		 Construction
in progress		 Total  Goodwill Software Industrial
property
rights		 Development
cost		 Other
intangible
assets		 Membership
deposit		 Construction
in progress		 Total 

Beginning balance

 108,707  40,672  539  77,241  117,546  20,685  153,209  518,599  108,707  40,672  539  77,241  117,546  20,685  153,209  518,599 

Acquisitions

  —  6,839  195  20,935  45,205  5,162  97,067  175,403   —  6,839  195  20,935  45,205  5,162  97,067  175,403 

Disposal

  —  (4,359)   —   —  (196)  (2,871)   —  (7,426)   —  (4,359)   —   —  (196)  (2,871)   —  (7,426) 

Amortization(*)

  —  (14,028)  (172)  (46,045)  (73,913)   —   —  (134,158)   —  (14,028)  (172)  (46,045)  (73,913)   —   —  (134,158) 

Reversal of impairment loss

  —   —   —   —   —  674   —  674   —   —   —   —   —  674   —  674 

Transfer

  —   —   —  188,189  51,672   —  (239,861)   —   —   —   —  188,189  51,672   —  (239,861)   — 

Acquisition through business combination

 46,752  763   —   —   —   —   —  47,515 

Business combination

 46,752  763   —   —   —   —   —  47,515 

Foreign currencies translation adjustment

 (1,857)  (165)   —   —  (227)  (53)   —  (2,302)  (1,857)  (165)   —   —  (227)  (53)   —  (2,302) 

Others

  —  5   —   —  (790)   —   —  (785)   —  5   —   —  (790)   —   —  (785) 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Ending balance

 153,602  29,727  562  240,320  139,297  23,597  10,415  597,520  153,602  29,727  562  240,320  139,297  23,597  10,415  597,520 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

(*)

Amortization of other intangible assets amounting to 51,770 million Won is included in other operating expenses.

 

  For the year ended December 31, 2019 
  Goodwill  Software  Industrial
property
rights		  Development
cost		  Other
intangible
assets		  Membership
deposit		  Construction
in progress		  Total 

Beginning balance

  153,602   29,727   562   240,320   139,297   23,597   10,415   597,520 

Acquisitions

  —   13,133   318   41,373   87,538   4,931   8,754   156,047 

Disposal

  —   —   —   —   —   (675)   —   (675) 

Amortization(*1)

  —   (9,389)   (188)   (64,415)   (54,421)   —   —   (128,413) 

Impairment losses(*2)

  —   —   —   —   (25,858)   (939)   —   (26,797) 

Transfer

  —   —   —   7,915   7,188   —   (15,103)   — 

Foreign currencies translation adjustment

  10,234   1,269   —   —   1,023   60   —   12,586 

Business combination (Note 44)

  186,846   835   —   —   43,530   2,143   —   233,354 

Others

  —   257   —   —   18   213   —   488 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

  350,682   35,832   692   225,193   198,315   29,330   4,066   844,110 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

Amortization of other intangible assets amounting to 22,317 million Won is included in other operating expenses.

(*2)

The impairment test for other intangible assets indicates that the recoverable value is less than the carrying amount and thus the impairment loss is recognized.

(3)

Goodwill

1)

Details of allocated goodwill based on each cash-generating unit as of December 31, 20172018 and 20182019 are as followfollows (Unit: KoreaKorean Won in millions)million):

Goodwill is allocated to cash-generating units, based on management’s analysis, that are expected to benefit from the synergies of the combination for impairment testing, and cash-generating units consist of an operating segment or units which are not larger than an operating segment.

Cash-generating unit(*1)

  December 31,
2018		   December 31,
2019		 

Woori Asset Management Corp.

   —    43,036 

Woori Global Asset Management Co., Ltd.

   —    2,030 

Woori Asset Trust Co., Ltd.

   —    141,780 

PT Bank Woori Saudara Indonesia 1906 Tbk(*2)

   98,229    106,173 

WB Finance Co., Ltd(*3)

   47,681    49,374 

Others

   7,692    8,289 
  

 

 

   

 

 

 

Total

   153,602    350,682 
  

 

 

   

 

 

 

(*1)

Goodwill is allocated to the cash-generating unit that will benefit from the synergy effect of the business combination, and the cash-generating unit is generally comprised of the operating orsub-sectors.

(*2)

The Group has acquired Saudara Bank to expand retail sales in Indonesia, and recognized the goodwill as it is expected to strengthen our competitiveness by securing a local sales network in Indonesia.

(*3)

The Group has acquired VisionFund Cambodia to expand Cambodian retail sales, and recognized goodwill based on the economies of scale and acquired customer base.

2)

Impairment test

The recoverable amount of athe cash-generating unit is measured at larger amount among the higher of its fair value less costs to sell or the value to use.

The net fair value is calculated by deducting costs of disposal from the amount received from the sale of the cash-generating unit in an arm’s length transaction between the parties with reasonable judgment and its valuewillingness to negotiate. In case of difficulty in use. Themeasuring this amount, the sale amount of a similar cash-generating unit in the past market is calculated by reflecting the characteristics of the cash-generating unit. If reliable information related to fair value less costs to sell is the amount obtainable from the sale in an arm’s length transaction between knowledgeable, willing parties, less the costs of disposal. If it is difficult to measure the amount obtainable from the sale, the Group measures the fair value less costs to sell by reflecting the characteristics of the measured cash-generating unit. If it is not possible to obtain reliable information to measure the fair value less costs to sell, the Group uses the asset’savailable, value in use is considered as its recoverable amount. Value in use is the present value of the future cash flows expected to be derived from an asset orgenerated by the cash-generating unit. The projections of the futureFuture cash flows are estimated based on the most recentlatest financial budget approved by the management, and generally cover awith an estimated period of up to five years. The Group estimates cash flows based on an annual growth rate of up to 4.0% in relation to cash flows after the longest period. The main assumptions used to estimate cash flows are about the size of the market and the share of the group. The appropriate discount rate for discounting future cash flows after projection period are estimated onis the assumption that the future cash flows will increase by 3.0% for all other cash-generating units. The key assumptions used for the estimation of the future cash flows are the market size and the Group’s market share. Thepre-tax discount rate, is apre-tax rate that reflectsincluding assumptions regardingabout risk-free interest rate,rates, market risk premium, and systemic risk of cash-generating units. The impairment test, which compares the risks specificcarrying amount and recoverable amount of the cash-generating unit to which goodwill has been allocated, is conducted every year and every time an impairment sign occurs.

Category

  Woori Asset
Management Corp.		   Woori Global
Asset Management
Co., Ltd		   PT Bank Woori
Saudara
Indonesia 1906
Tbk		   WB Finance
Co., Ltd		 

Discount rate (%)

   7.3    8.8    18.3    17.3 

Terminal growth rate (%)

   1.0    1.0    4.0    3.0 

Recoverable amount

   145,820    45,367    952,692    133,149 

Carrying amount

   106,735    29,577    577,075    93,143 

As a result of the asset forimpairment test on goodwill, it is determined that the carrying amount of the cash-generating unit to which the future cash flow estimates havegoodwill has been allocated will not been adjusted.exceed the recoverable amount.

17. ASSETS HELD FOR SALEDISTRIBUTION (SALE)

As of the end of the current term, the Group is planning to sell lands, buildings and machinery items that are from subsidiary companies, Seari First Securitization Specialty Co., Ltd., Namjong 1st Securitization Specialty Co., Ltd., Bukgeum First Securitization First Specialty Co., Ltd. and Bukgeum Second Securitization Specialty Co., Ltd., and therefore they are classified as assets held for sale. In addition, tangible assets that are highly likely to be sold within another year are classified as held for sale.

Assets held for saledistribution (sale) are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		 

Investments in joint ventures and associates

   46,217    — 

Premises and equipment, etc.(*)

   2,407    17,912 
  

 

 

   

 

 

 

Total

   48,624    17,912 
  

 

 

   

 

 

 

(*)

The Group classified premises and equipment that are highly likely to be sold within one year as assets held for sale.

   December 31,
2018		   December 31,
2019		 

Lands

   7,280    5,164 

Buildings

   7,736    4,815 

Others

   2,896    577 
  

 

 

   

 

 

 

Total

   17,912    10,556 
  

 

 

   

 

 

 

The Group measured assets held for sale asat the smaller amount between thelower of their net fair value less cost of sale and book value.or carrying amount

18. ASSETS SUBJECT TO LIEN AND ASSETS ACQUIRED THROUGH FORECLOSURES

 

(1)

Assets subjected to lien are as follows (Unit: Korean Won in millions):

 

December 31, 2017

Collateral given to

Amount

Reason for collateral

Loan and receivables

Due from banks on time in local currency

Bank of China and others

6,629

Collaterals for issuing letter of guarantee and others

Due from banks in local currencies

Samsung Securities Co., Ltd. and others

10,809

Margin deposit for futures or option

Due from banks in foreign currencies

Korea Investment & Securities Co., Ltd. and others

9,136

Foreign margin deposit for future or option and others

Financial assets at FVTPL

Korean financial institutions’ debt securities and others

Yuanta Securities Co., Ltd. and others

501,523

Substitute securities and others

AFS financial assets

Korean treasury and corporate bonds

Korea Securities Depository and others

9,998

Related to bonds sold under repurchase agreements(*)

Korean treasury and government bonds and others

The BOK and others

1,570,608

Settlement risk and others

HTM financial assets

Korean treasury and government bonds

Korea Securities Depository

5,436

Related to bonds sold under repurchase agreements(*)

Korean financial institutions’ debt securities and others

The BOK and others

7,605,292

Settlement risk and others

Premises and equipment

Land and building

Credit Counselling & Recovery Service and others

6,186

Leasehold rights and others

Total9,725,617

     

December 31, 2018

     

Collateral given to

  Amount   

Reason for collateral

Loan at amortized cost and other financial assets

 

Due from banks on time in local currency

  

Daishin AMC and others

  

1,500

  

Right of pledge

 

Due from banks in local currencies

  

Samsung Securities Co., Ltd. and others

   38,112   

Margin deposit for futures or option

 

Due from banks in foreign currencies

  

Korea Investment & Securities Co., Ltd. and others

   202,156   

Foreign margin deposit for future or option and others

Financial assets at FVTOCI

 

Korean financial institutions’ debt securities and others

  

The BOK and others

  

2,919,042

  

Settlement risk and others

 

Korean financial institutions’ debt securities

  

Banco Bilbao Vizcaya Argentaria, S.A

   33,588   

Related to bonds sold under repurchase agreements(*)

Securities at amortized cost

 

Korean treasury and government bonds

  

Korea Securities Depository

  

5,552

  

Related to bonds sold under repurchase agreements(*)

 

Korean treasury and government bonds and others

  

The BOK and others

   6,382,188   

Settlement risk and others

Premises and equipment

 

Land and building

  

Credit Counselling & Recovery Service and others

   5,987   

Right to collateral and others

     

 

 

   
   Total   9,588,125   
     

 

 

   

 

(*)

The Group has the agreements to repurchase the sold assets at the predetermined price or the price that includes the rate of return and to provide the guarantee on the assets. The transferee has the right to sell or to provide as guarantee. Therefore, the Group does not derecognize the assets, but recognizes the relevant amounts as liability (bonds sold under repurchase agreements).

(2)

There is no carrying amount of assets acquired through foreclosure of December 31, 2018 and the carrying amounts of assets acquired through foreclosure of December 31, 2017 are as follows. (Unit: Korean Won in millions):

  

December 31,
2017 2019

 

Collateral given to

Amount

Reason for collateral

LandFinancial assets at FVTPL

Korean treasury and government bonds and others

Nonghyup bank

   33219,720 

Related to bonds sold under repurchase agreements (*)

BuildingsKorean corporate debt securities

Kookmin bank and others

   44168,327 

Related to bonds sold under repurchase agreements (*)

Korean corporate debt securities

Eugene investment &

futures co., Ltd. .

3,008

Collateral for futures transaction

Korean financial institutions’ debt securities and others

Nonghyup bank and others

219,938

Related to bonds sold under repurchase agreements (*)

Financial assets at FVTOCI

Korean financial institutions’ debt securities and others

BOK and others

5,127,383

Settlement risk

Foreign corporate debt securities

Spain BBVA and others

56,975

Related to bonds sold under repurchase agreements (*)

Korean corporate debt securities

Nonghyup bank futures and others

9,042

Collateral for futures transaction

Securities at amortized cost

Korean treasury and government bonds

Korea Securities Depository

5,570

Related to bonds sold under repurchase agreements (*)

Korean treasury and government bonds and others

The BOK and others

6,190,630

Settlement risk and others

Foreign financial institutions’ debt securities

NATIXIS and others

37,271

Related to bonds sold under repurchase agreements (*)

Loan at amortized cost and other financial assets

Due from banks in local currency

Branch of IBK at Phnom Penh and others

11,352

Collateral deposits for local currency borrowings

Due from banks in local currencies

Daishin AMC and others

1,500

Right of pledge

Other due from banks in local currenciesSamsung Securities Co., Ltd. and others17,345Margin deposit for futures or option
Other due from banks in foreign currenciesKorea Investment & Securities Co., Ltd. and others180,919Foreign margin deposit for future or option and others
Foreign currency loansIndustrial and Commercial Bank of China82,594Related to bonds sold under repurchase agreements (*)
Premises and equipmentLand and buildingCredit Counselling & Recovery Service and others689Right to collateral and others
  

 

 

 

Total

   37612,132,263 
  

 

 

 

(*)

The Group has the agreements to repurchase the sold assets at the predetermined price or the price that includes the rate of return and to provide the guarantee on the assets. The transferee has the right to sell or to provide as guarantee. Therefore, the Group does not derecognize the assets, but recognizes the relevant amounts as liability (bonds sold under repurchase agreements).

(2)

As of December 31, 2018 and 2019 there is no asset acquired through foreclosures.

 

(3)

Securities loaned are as follows (Unit: Korean Won in millions):

 

    December 31,
2017		  December 31,
2018		  

Loaned to

Financial assets at FVTOCI

 Korean financial institutions’ debt securities and others  —   40,029  

Korea Securities Finance Corporation

AFS financial assets

 Korean treasury, government bonds and others  170,256   —  

Korea Securities Finance Corporation and others

  

 

 

  

 

 

  

Total

   170,256   40,029  
  

 

 

  

 

 

  
      December 31,
2018		   December 31,
2019		   

Loaned to

Financial assets at FVTOCI

  Korean financial institutions’ debt securities and others   40,029    80,737   

Korea Securities Finance Corporation

Securities loaned are lending of specific securities to borrowers who agree to return the same quantityamount of the same security at the end of lending period. As the Group does not derecognize these securities, there are no liabilities recognized through such transactions relates to securities loaned.

 

(4)

Collaterals held that can be disposed andre-subjected to lien regardless of defaults of counterparties

Fair values of collaterals held that can be disposed andre-subjected to lien regardless of defaults of counterparties as of December 31, 20172018 and 20182019 are as follows (Unit: Korean Won in millions):

 

December 31, 2017

Fair values of collaterals

Fair values of collaterals were disposed
or re-subjected to lien

Securities

17,671,490—

   

December 31, 2018

   

Fair values of collaterals

 

Fair values of collaterals were disposed
orre-subjected to lien

Securities

  12,262,041 —

December 31, 2019
Fair values of collateralsFair values of collaterals were disposed
orre-subjected to lien

Securities

9,340,517—

19. OTHER ASSETS

Details of other assets are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		   December 31,
2018		   December 31,
2018		   December 31,
2019		 

Prepaid expenses

   130,245    161,129    161,129    135,010 

Advance payments

   18,363    18,467    18,467    78,306 

Assets fornon-business purpose

   376    — 

Others

   9,420    18,057    18,057    20,330 
  

 

   

 

   

 

   

 

 

Total

   158,404    197,653    197,653    233,646 
  

 

   

 

   

 

   

 

 

20. FINANCIAL LIABILITIES AT FVTPL

 

(1)

Financial liabilities at FVTPL are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		 

Financial liabilities at fair value through profit or loss mandatorily measured at fair value

   —    2,117,919 

Financial liabilities held for trading

   3,176,113    — 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

   —    164,767 

Financial liabilities designated as at FVTPL

   251,796    — 
  

 

 

   

 

 

 

Total

   3,427,909    2,282,686 
  

 

 

   

 

 

 
   December 31,
2018		   December 31,
2019		 

Financial instruments at fair value through profit or loss mandatorily measured at fair value

   2,117,919    2,870,676 

Financial liabilities at fair value through profit or loss designated as upon initial recognition

   164,767    87,626 
  

 

 

   

 

 

 

Total

   2,282,686    2,958,302 
  

 

 

   

 

 

 

(2)

Financial liabilities at fair value through profit or loss mandatorily measured at fair value (Financial liabilities held for trading) are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		   December 31,
2018		   December 31,
2018		   December 31,
2019		 

Deposits

        

Gold banking liabilities

   25,964    27,058    27,058    27,530 

Derivative liabilities

   3,150,149    2,090,861    2,090,861    2,843,146 
  

 

   

 

   

 

   

 

 

Total

   3,176,113    2,117,919    2,117,919    2,870,676 
  

 

   

 

   

 

   

 

 

(3)

Financial liabilities at fair value through profit or loss designated as upon initial recognition (Financial liabilities designated as at FVTPL)of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

   December 31,
2017		   December 31,
2018		 

Equity-linked securities index

    

Equity-linked securities index in short position

   160,057    164,767 

Debentures

    

Debentures in local currency

   91,739    — 
  

 

 

   

 

 

 

Total

   251,796    164,767 
  

 

 

   

 

 

 
   December 31,
2018		   December 31,
2019		 

Equity-linked securities

    

Equity-linked securities in short position

   164,767    87,626 

Financial liabilities at fair value through profit or loss designated as upon initial recognition are designated in order to eliminate or significantly reduce accounting mismatch arising from recognition or measurement.

 

(4)

AccumulatedThere are no accumulated changes in credit risk adjustments to financial liabilities at fair value through profit or loss designated as upon initial recognition does not have.recognition.

The adjustment to reflect Group’s credit risk is considered in measuring the fair value of equity-linked securities index and debentures.index. The Group’s credit risk is determined by adjusting credit spread observed in credit rating of Group.

 

(5)

The difference between carrying amount and maturity amount of financial liabilities at fair value through profit or loss designated as upon initial recognition (Financial liabilities designated as at FVTPL) are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		 December 31,
2018		   December 31,
2018		 December 31,
2019		 

Carrying amount

   251,796  164,767    164,767  87,626 

Nominal amount at maturity

   255,408  217,280    217,280  97,503 
  

 

  

 

   

 

  

 

 

Difference

   (3,612)  (52,513)    (52,513)  (9,877) 
  

 

  

 

   

 

  

 

 

 

(6)

Changes in equity in relation to financial liabilities at fair value through profit or loss designated as upon initial recognition

The cumulative gain or loss realized as a result of the derecognition of financial liabilities designated as at FVTPLfair value through profit or loss that is presented in other comprehensive income and transferred within equity is 4 million (after income tax expense) Won for the year ended December 31, 2018.

21. DEPOSITS DUE TO CUSTOMERS

Details of deposits due to customers by type are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		 December 31,
2018		   December 31,
2018		 December 31,
2019		 

Deposits in local currency:

      

Deposits on demand

   9,349,070  11,076,417    11,076,417  8,655,228 

Deposits at termination

   194,292,679  204,051,570    204,051,570  224,115,771 

Mutual installment

   34,055  30,783    30,783  28,574 

Deposits on notes payables

   1,323,679  1,891,556    1,891,556  2,174,995 

Deposits on CMA

   164,431  137,316    137,316  150,300 

Customer deposit for security investment

   50,000  30,000    30,000   — 

Certificate of deposits

   4,436,443  6,510,571    6,510,571  973,625 

Other deposits

   1,401,841  1,409,505    1,409,505  1,451,470 
  

 

  

 

   

 

  

 

 

Sub-total

   211,052,198  225,137,718    225,137,718  237,549,963 
  

 

  

 

   

 

  

 

 

Deposits in foreign currency:

      

Deposits in foreign currencies

   23,682,896  23,626,234    23,626,234  27,143,710 
  

 

  

 

   

 

  

 

 

Present value discount

   (40,010)  (73,013)    (73,013)  (8,095) 
  

 

  

 

   

 

  

 

 

Total

   234,695,084  248,690,939    248,690,939  264,685,578 
  

 

  

 

   

 

  

 

 

22. BORROWINGS AND DEBENTURES

 

(1)

Details of borrowings are as follows (Unit: Korean Won in millions):

 

 

December 31, 2017

  

December 31, 2018

 
 

Lenders

  Interest
rate (%)		   Amount  

Lenders

  Interest
rate (%)		   Amount 

Borrowings in local currency:

          

Borrowings from The BOK

 The BOK   0.5 ~ 0.8    1,404,087  The BOK   0.5 ~ 0.8    1,335,459 

Borrowings from government funds

 Small Enterprise And Market Service and others   0.0 ~ 2.9    1,723,340  Small Enterprise And Market Service and others   0.0 ~ 3.5    1,771,379 

Others

 The Korea Development Bank and others   0.0 ~ 3.2    3,957,421  The Korea Development Bank and others   0.0 ~ 4.0    4,716,231 
     

 

      

 

 

Sub-total

      7,084,848       7,823,069 
     

 

      

 

 

Borrowings in foreign currencies:

          

Borrowings in foreign currencies

 The Export-Import Bank of Korea and others   0.0 ~ 6.8    6,996,551  The Export-Import Bank of Korea and others   0.0 ~ 7.5    7,308,857 

Offshore borrowings in foreign currencies

 Commonwealth Bank   1.8    28,285  JPMORGAN CHASE BANK   2.9    33,543 
     

 

      

 

 

Sub-total

      7,024,836       7,342,400 
     

 

      

 

 

Bills sold

 Others   0.0 ~ 1.2    36,953  Others   0.0 ~ 1.8    19,336 

Call money

 Bank and others   1.5 ~ 2.7    635,061  Bank and others   0.0 ~ 7.3    975,358 

Bonds sold under repurchase agreements

 Other financial institutions   0.6 ~ 12.7    3,173  Other financial institutions   0.8 ~ 12.7    42,907 

Present value discount

      (165)       (84) 
     

 

      

 

 

Total

      14,784,706       16,202,986 
     

 

      

 

 

  

December 31, 2018

  

December 31, 2019

 
  

Lenders

  Interest
rate (%)		   Amount  

Lenders

  Interest rate
(%)		   Amount 

Borrowings in local currency:

           

Borrowings from The BOK

  The BOK   0.5 ~ 0.8    1,335,459  The BOK   0.5 ~ 0.8    1,770,726 

Borrowings from government funds

  Small Enterprise And Market Service and others   0.0 ~ 3.5    1,771,379  Small Enterprise And Market Service and others   0.0 ~ 2.8    1,844,798 

Others

  The Korea Development Bank and others   0.0 ~ 4.0    4,716,231  The Korea Development Bank and others   0.0 ~ 5.0    6,070,201 
      

 

      

 

 

Sub-total

       7,823,069       9,685,725 
      

 

      

 

 

Borrowings in foreign currencies:

      

Borrowings in foreign currencies(*):

     

Borrowings in foreign currencies

  The Export-Import Bank of Korea and others   0.0 ~ 7.5    7,308,857  The Export-Import Bank of Korea and others   (0.3) ~ 8.3    8,566,872 

Offshore borrowings in foreign currencies

  

JP Morgan Chase Bank

   2.9    33,543  HSBC, HKG   3.0    34,734 
      

 

      

 

 

Sub-total

       7,342,400       8,601,606 
      

 

      

 

 

Bills sold

  Others   0.0 ~ 1.8    19,336  Others   0.0 ~ 1.6    9,367 

Call money

  Bank and others   0.0 ~ 7.3    975,358  Bank and others   (0.3) ~ 3.5    133,519 

Bonds sold under repurchase agreements

  Other financial institutions   0.8 ~ 12.7    42,907  Other financial institutions   1.4 ~ 12.7    569,002 

Present value discount

       (84)       (299) 
      

 

      

 

 

Total

       16,202,986       18,998,920 
      

 

      

 

 

(*)

Included borrowing in foreign currencies under cash flow hedge amounting to 34,443 million Won as of December 31, 2019.

 

(2)

Details of debentures are as follows (Unit: Korean Won in millions):

 

  December 31, 2017 December 31, 2018   December 31, 2018 December 31, 2019 
  Interest
rate (%)		   Amount Interest
rate (%)		   Amount   Interest
rate (%)		   Amount Interest
rate (%)		   Amount 

Face value of bond(*):

       

Face value of bond(*):

       

Ordinary bonds

   1.5 ~ 5.8    22,468,908  1.6 ~ 4.5    22,432,183    1.6 ~ 4.5    22,432,183  0.0 ~ 4.3    23,207,600 

Subordinated bonds

   3.4 ~ 12.6    4,781,301  3.0 ~ 12.6    5,358,838    3.0 ~ 12.6    5,358,838  2.1 ~ 5.9    6,732,687 

Other bonds

   1.6 ~ 17.0    649,615  1.9 ~ 17.0    974,230    1.9 ~ 17.0    974,230  1.2 ~ 17.0    942,421 
    

 

    

 

     

 

    

 

 

Sub-total

     27,899,824     28,765,251      28,765,251     30,882,708 
    

 

    

 

     

 

    

 

 

Discounts on bonds

     (30,173)     (29,389)      (29,389)     (24,653) 
    

 

    

 

     

 

    

 

 

Total

     27,869,651     28,735,862      28,735,862     30,858,055 
    

 

    

 

     

 

    

 

 

 

(*)

IncludesIncluded debentures under fair value hedge amounting to 3,089,7512,956,565 million Won and 2,956,5653,151,172 million Won as of December 31, 20172018 and 2018,2019, respectively. Also, debenturesDebentures under cash flow hedge amounting to 694,548823,219 million Won and 823,219829,082 million Won are also included as of December 31, 20172018 and 2018,2019, respectively.

23. PROVISIONS

 

(1)

Details of provisions are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018   December 31,
2018		   December 31,
2019		 

Asset retirement obligation

   61,872    67,200    67,200    66,485 

Provisions for guarantees(*1)

   183,247    89,761    89,761    92,486 

Provisions for unused loan commitments

   66,115    121,535    121,535    112,554 

Provisions for customer reward credits

   40,445    49,180 

Other provisions(*2)

   58,791    63,637 

Provisions for customer reward credits(*2)

   49,180    — 

Other provisions(*3)

   63,637    172,455 
  

 

   

 

   

 

   

 

 

Total

   410,470    391,313    391,313    443,980 
  

 

   

 

   

 

   

 

 

 

(*1)

Provisions for guarantees includeincludes provision for financial guarantee of 71,69747,817 million Won and 47,81762,764 million Won as of December 31, 20172018 and 2018,2019, respectively.

(*2)

The provisions for existing points that are paid to credit card members and others have been reclassified to other liabilities.

(*3)

Other provisions consist of provision for litigation, loss compensation and others.

 

(2)

Changes in provisions for guarantees and unused loan commitments are as follows (Unit: Korean Won in millions):

1) Provisions for guarantees

 

   For the year ended December 31, 
   2016  2017 

Beginning balance

   364,141   238,117 

Provisions provided

   4,281   4,876 

Provisions used and others

   (80,017)   (24,898) 

Reversal of unused amount

   (64,061)   (60,300) 

Foreign currencies translation adjustments

   —   9 

Others

   13,773   25,443 
  

 

 

  

 

 

 

Ending balance

   238,117   183,247 
  

 

 

  

 

 

 
For the year ended
December 31, 2017

Beginning balance

238,117

Provisions provided

4,876

Provisions used and others

(24,898) 

Reversal of unused amount

(60,300) 

Foreign currencies translation adjustments

9

Others

25,443

Ending balance

183,247

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2 Stage 3 Total   Stage1 Stage2 Stage3 Total 

Beginning balance(*1)

   47,132  18,281  127,511  192,924    47,132  18,281  127,511  192,924 

Replaced with12-month expected credit loss

   92  (92)   —   — 

Replaced with expected credit loss for the entire period

   (237)  91,008  (90,771)   — 

Replaced with credit-impaired financial assets

   (38)  (29)  67   — 

Transfer to12-month expected credit loss

   92  (92)   —   — 

Transfer to expected credit loss for the entire period

   (237)  91,008  (90,771)   — 

Transfer to credit-impaired financial assets

   (38)  (29)  67   — 

Provisions used

   (20,429)   —   —  (20,429)    (20,429)   —   —  (20,429) 

Net reversal of unused amount

   (4,866)  (75,410)  (25,709)  (105,985)    (4,866)  (75,410)  (25,709)  (105,985) 

Others(*2)

   23,249  2   —  23,251    23,249  2   —  23,251 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

   44,903  33,760  11,098  89,761    44,903  33,760  11,098  89,761 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(*1)

The beginning balance was restated in accordance with IFRS 9.

(*2)

This is the effectOthers have occurred as a result of new financial guarantee contracts that are initially measuredcontract valued at initial fair value.

   For the year ended December 31, 2019 
   Stage1  Stage2  Stage3  Total 

Beginning balance

   44,903   33,760   11,098   89,761 

Transfer to12-month expected credit loss

   13,568   (13,568)   —   — 

Transfer to expected credit loss for the entire period

   (317)   532   (215)   — 

Transfer to credit-impaired financial assets

   (30)   (32)   62   — 

Provisions used

   (27,711)   —   —   (27,711) 

Net provision (reversal) of unused amount

   (14,400)   5,611   4,437   (4,352) 

Others(*)

   34,788   —   —   34,788 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   50,801   26,303   15,382   92,486 
  

 

 

  

 

 

  

 

 

  

 

 

 

(*)

Others have occurred as a result of new financial guarantee contract valued at initial fair value.

2) Provisions for unused loan commitment

 

   For the year ended December 31, 
   2016  2017 

Beginning balance

   85,313   87,909 

Provisions provided

   8,502   2,028 

Provisions used and others

   22   (68) 

Reversal of unused amount

   (5,409)   (23,744) 

Foreign currencies translation adjustments and others

   (519)   (10) 
  

 

 

  

 

 

 

Ending balance

   87,909   66,115 
  

 

 

  

 

 

 
For the year ended
December 31, 2017

Beginning balance

87,909

Provisions provided

2,028

Provisions used and others

(68) 

Reversal of unused amount

(23,744) 

Foreign currencies translation adjustments and others

(10) 

Ending balance

66,115

 

  For the year ended December 31, 2018   For the year ended December 31, 2018 
  Stage 1 Stage 2 Stage 3 Total   Stage1 Stage2 Stage3 Total 

Beginning balance(*)

   75,232  27,875  1,878  104,985    75,232  27,875  1,878  104,985 

Replaced with12-month expected credit loss

   7,770  (7,396)  (374)   — 

Replaced with expected credit loss for the entire period

   (2,376)  2,525  (149)   — 

Replaced with credit-impaired financial assets

   (213)  (1,579)  1,792   — 

Transfer to12-month expected credit loss

   7,770  (7,396)  (374)   — 

Transfer to expected credit loss for the entire period

   (2,376)  2,525  (149)   — 

Transfer to credit-impaired financial assets

   (213)  (1,579)  1,792   — 

Net provision(reversal) of unused amount

   (5,813)  23,860  (1,521)  16,526    (5,813)  23,860  (1,521)  16,526 

Others

   24   —   —  24    24   —   —  24 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Ending balance

   74,624  45,285  1,626  121,535    74,624  45,285  1,626  121,535 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(*)

The beginning balance was restated in accordance with IFRS 9.

 

   For the year ended December 31, 2019 
   Stage1  Stage2  Stage3  Total 

Beginning balance

   74,624   45,285   1,626   121,535 

Transfer to12-month expected credit loss

   11,771   (11,024)   (747)   — 

Transfer to expected credit loss for the entire period

   (1,813)   1,945   (132)   — 

Transfer to credit-impaired financial assets

   (213)   (275)   488   — 

Net provision(reversal) of unused amount

   (19,394)   7,233   3,117   (9,044) 

Others

   63   —   —   63 
  

 

 

  

 

 

  

 

 

  

 

 

 

Ending balance

   65,038   43,164   4,352   112,554 
  

 

 

  

 

 

  

 

 

  

 

 

 

(3)

Changes in asset retirement obligation are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016 2017 2018       2017         2018         2019     

Beginning balance

   39,121  58,076  61,872    58,076  61,872  67,200 

Provisions provided

   2,034  2,225  1,489    2,225  1,489  2,729 

Provisions used

   (1,279)  (1,283)  (913)    (1,283)  (913)  (2,276) 

Reversal of provisions unused

   464  (733)  (1,038)    (733)  (1,038)  (2,926) 

Amortization

   (1)  428  564    428  564  435 

Increase in restoration costs and others

   17,737  3,159  5,226    3,159  5,226  994 

Business Combination (Note 44)

   —   —  329 
  

 

  

 

  

 

   

 

  

 

  

 

 

Ending balance

   58,076  61,872  67,200    61,872  67,200  66,485 
  

 

  

 

  

 

   

 

  

 

  

 

 

The amount of the asset retirement obligation is the present value of the best estimate of future expected expenditure to settle the obligation—obligation – arising from leased premises as of December 31, 2018,2019, discounted by appropriate discount rate. The restoration cost is expected to occur by the end of each premise’s lease period, and the Group has used average lease period of each category of leases terminated during the past years in order to rationally estimate the lease period. In addition, the Group used average amount of actual recovery cost for the past 3 years and the inflation rate for last year in order to estimate future recovery cost.

(4)

Changes in other provisions are as follows (Unit: Korean Won in millions):

 

   For the years ended December 31, 2016 
   Provisions for
customer
reward credits		  Other
provisions		  Total 

Beginning balance

   5,445   22,581   28,026 

Provisions provided

   23,525   8,034   31,559 

Provisions used and others

   (8,158)   (11,323)   (19,481) 

Reversal of unused amount

   —   —   — 

Foreign currencies translation adjustments

   —   2,990   2,990 

Transfer(*)

   503   —   503 

Others

   778   —   778 
  

 

 

  

 

 

  

 

 

 

Ending balance

   22,093   22,282   44,375 
  

 

 

  

 

 

  

 

 

 

   For the years ended December 31, 2017 
   Provisions for
customer
reward credits		  Other
provisions		  Total 

Beginning balance

   22,093   22,282   44,375 

Provisions provided

   62,593   42,042   104,635 

Provisions used

   (84,979)   (8,014)   (92,993) 

Reversal of unused amount

   —   (77)   (77) 

Foreign currencies translation adjustments

   —   (249)   (249) 

Transfer(*)

   21,808   —   21,808 

Others

   18,930   2,807   21,737 
  

 

 

  

 

 

  

 

 

 

Ending balance

   40,445   58,791   99,236 
  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2018 
   Provisions for
customer
reward credits		  Other
provisions		  Total 

Beginning balance

   40,445   58,791   99,236 

Provisions provided

   70,138   8,384   78,522 

Provisions used

   (98,170)   (6,940)   (105,110) 

Reversal of unused amount

   —   (52)   (52) 

Foreign currencies translation adjustments

   —   (194)   (194) 

Transfer(*)

   9,228   —   9,228 

Others

   27,539   3,648   31,187 
  

 

 

  

 

 

  

 

 

 

Ending balance

   49,180   63,637   112,817 
  

 

 

  

 

 

  

 

 

 

 

(*)

As the credits of the affiliates were transferred to the Group, the allowance for the provisionsProvision for customer reward credits have increased for the yearsGroup due to the point transfer from partners during the year ended in December 31, 2016. 20172017.

   For the year ended December 31, 2018 
   Provisions for
customer
reward credits		  Other
provisions		  Total 

Beginning balance

   40,445   58,791   99,236 

Provisions provided

   70,138   8,384   78,522 

Provisions used

   (98,170)   (6,940)   (105,110) 

Reversal of unused amount

   —   (52)   (52) 

Foreign currencies translation adjustments

   —   (194)   (194) 

Transfer(*1)

   9,228   —   9,228 

Others

   27,539   3,648   31,187 
  

 

 

  

 

 

  

 

 

 

Ending balance(*2)

   49,180   63,637   112,817 
  

 

 

  

 

 

  

 

 

 

(*1)

Provision for customer reward credits have increased for the Group due to the point transfer from partners during the year ended in December 31, 2018.

(*2)

The provisions for existing points that are paid to credit card members and 2018, respectively.others have been reclassified to other liabilities.

For the year ended
December 31, 2019
Other provision

Beginning balance

63,637

Provisions provided

109,875

Provisions used

(6,123) 

Reversal of provisions unused

(171) 

Foreign currencies translation adjustments

1,193

Others

224

Business combination (Note 44)

3,820

Ending balance

172,455

 

(5)

Others

The Group provides settlement services for payments in Korean Won to facilitate trade transactions between Korea and Iran. In connection with these services, the Group is currently being investigated by US government agencies including US prosecutors (United States Attorney’s Office and New York State Attorney General’s Office) as to whether the Group has violated United States laws by participating in prohibited transactions involving the following countries: Iran, Sudan, Syria and Cuba, which have been sanctioned by the US.

1)

As of September 23, 2019, the Group temporarily suspended thewon-payment business due to tightened U.S. sanctions on Iran while it was ongoing to settle trade transactions between Korea and Iran. In connection with these services, the Group is currently being investigated by US government agencies including US prosecutors (United States Attorney’s Office and New York State Attorney General’s Office) and Office of Foreign Assets Control as to whether the Group has violated United States laws by participating in prohibited transactions involving the following countries: Iran, Sudan, Syria and Cuba, which have been sanctioned by the US.

2)

The Group recognized the provision of the estimated compensation amount related to the miss-selling of the Derivative Linked Fund (DLF) incurred during the current term and a fine is expected to be imposed by the Financial Supervisory Service as the best estimate for the expenditure required to meet its obligations at the end of the reporting period. The Group estimated such provision will be paid at the request of each counter party, and estimates all amount will be paid within 2020. On the other hand, the actual amount of compensation of the Group may change due to interest rate changes since the end of the reporting period.

24. NET DEFINED BENEFIT LIABILITYLIABILITY(ASSET)

The characteristics of the Group’s defined benefit retirement pension plans 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 paysalary at the time of termination. The assets of the plans are measured at their fair value at the end of reporting date. The 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.

The Group is 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.

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 obligation.
Risk of inflation  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.

 

(1)

Details of net defined benefit liability are as follows (Unit: Korean Won in millions):

 

  December 31,
2017		 December 31,
2018		   December 31,
2018		 December 31,
2019		 

Present value of defined benefit obligation

   1,071,170  1,275,020    1,275,020  1,442,859 

Fair value of plan assets

   (1,027,906)  (1,101,911)    (1,101,911)  (1,352,971) 
  

 

  

 

   

 

  

 

 

Net defined benefit liability

   43,264  173,109 

Net defined benefit liability(*)

   173,109  89,888 
  

 

  

 

   

 

  

 

 

(*)

Net defined benefit liability of 89,888 million Won at the end of the current term is the subtracted amount of the net defined benefit asset of 2,582 million Won from the net defined benefit liability of 92,470 million Won.

 

(2)

Changes in the carrying value of defined benefit obligation are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 
   2016  2017  2018 

Beginning balance

   901,219   984,381   1,071,170 

Current service cost

   153,660   146,750   144,394 

Interest cost

   24,326   26,629   32,143 

Remeasurements

   (52,402)   (20,389)   100,854 

Foreign currencies translation adjustments

   80   (279)   (3) 

Retirement benefit paid

   (34,346)   (55,552)   (74,952) 

Curtailment or settlement

   (9,536)   (10,928)   — 

Others

   1,380   558   1,414 
  

 

 

  

 

 

  

 

 

 

Ending balance

   984,381   1,071,170   1,275,020 
  

 

 

  

 

 

  

 

 

 
For the year
ended
December 31,
2017

Beginning balance

984,381

Current service cost

146,750

Interest cost

26,629

Remeasurements

(20,389) 

Foreign currencies translation adjustments

(279) 

Retirement benefit paid

(55,552) 

Curtailment or settlement

(10,928) 

Others

558

Ending balance

1,071,170

   For the year ended
December 31		 
   2018  2019 

Beginning balance

   1,071,170   1,275,020 

Subsequent amount from transfer company

   —   93 

Current service cost

   144,394   163,369 

Interest cost

   32,143   32,693 
Remeasurements  

Financial assumption

   59,429   32,831 
  

Demographic assumptions

   7,728   49,453 
  

Experience adjustment

   33,697   (33,518) 

Foreign currencies translation adjustments

   (3)   179 

Retirement benefit paid

   (74,952)   (79,908) 

Business combination (Note 44)

   —   4,674 

Others

   1,414   (2,027) 
  

 

 

  

 

 

 

Ending balance

   1,275,020   1,442,859 
  

 

 

  

 

 

 

(3)

Changes in the plan assets are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31,   For the year ended December 31 
  2016 2017 2018   2017 2018 2019 

Beginning balance

   801,528  990,653  1,027,906    990,653  1,027,906  1,101,911 

Subsequent amount from transfer company

   —  —  93 

Interest income

   25,038  30,601  33,825    30,601  33,825  30,937 

Remeasurements

   (7,304)  (14,125)  (14,783)    (14,125)  (14,783)  125 

Employer’s contributions

   226,752  43,114  128,926    43,114  128,926  292,095 

Retirement benefit paid

   (33,341)  (51,877)  (71,672)    (51,877)  (71,672)  (76,304) 

Curtailment or settlement

   (9,198)  (11,052)   —    (11,052)   —   — 

Others

   (12,822)  40,592  (2,291)    40,592  (2,291)  (2,255) 

Business combination (Note 44)

   —   —  6,369 
  

 

  

 

  

 

   

 

  

 

  

 

 

Ending balance

   990,653  1,027,906  1,101,911    1,027,906  1,101,911  1,352,971 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(4)

Plan assets wholly consist of fixed deposits as of December 31, 20172018 and 2018.2019. Among plan assets, realized returns on plan assets amount to 17,734 million Won, 16,476 million Won, 19,042 million Won and 19,04231,062 million Won for the years ended December 31, 2016, 2017, 2018 and 2018,2019, respectively.

Meanwhile, the contribution expected to be paid in the next accounting year amounts to 161,571156,396 million Won.

(5)

Current service cost, net interest income, loss (gain) on the curtailment or settlement and remeasurements recognized in the consolidated statements comprehensive income are as follows (Unit: Korean Won in millions):

 

  For the year ended December 31,   For the year ended December 31 
  2016 2017 2018   2017 2018 2019 

Current service cost

   153,660  146,750  144,394    146,750  144,394  163,369 

Net interest income

   (712)  (3,972)  (1,682) 

Net interest income (expense)

   (3,972)  (1,682)  1,756 

Loss on the curtailment or settlement

   (339)  124   —    124   —   — 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cost recognized in net income

   152,609  142,902  142,712    142,902  142,712  165,125 
  

 

  

 

  

 

   

 

  

 

  

 

 

Remeasurements

   (45,098)  (6,264)  115,637    (6,264)  115,637  48,641 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cost recognized in total comprehensive income

   107,511  136,638  258,349    136,638  258,349  213,766 
  

 

  

 

  

 

   

 

  

 

  

 

 

Retirement benefit service costsbenefits related to defined contribution plans amount to 3,747 million Won,recognized as expenses are 3,946 million Won, 2,437 million Won and 2,4373,297 million Won for the years ended December 31, 2016, 2017, 2018 and 2018,2019, respectively.

 

(6)

Key actuarial assumptions used in net defined benefit liability measurement are as follows:

 

  

December 31, 2016

  

December 31, 2017

  

December 31, 2018

  December 31, 2017 December 31, 2018 December 31, 2019

Discount rate

  2.85%  3.18%  2,69%  3.18% 2.69% 2.18~2.50%

Future wage growth rate

  6.05%  6.18%  6.18%  6.18% 6.18% 1.89~6.00%

Mortality rate

  Issued by Korea Insurance Development Institute  Issued by Korea Insurance Development Institute  Issued by Korea Insurance Development Institute  Issued by Korea
Insurance Development
Institute		 Issued by Korea
Insurance Development
Institute		 Issued by Korea
Insurance Development
Institute

Retirement rate

  

Experience rate for

each employment classification

  

Experience rate for

each employment classification

  

Experience rate for

each employment classification

  Experience rate for
each employment
classification		 Experience rate for
each employment
classification		 Experience rate for
each employment
classification

The weighted average maturity of defined benefit liability is 8.05 ~ 13.21a minimum of 6.91 to a maximum 11.85 years.

(7)

The sensitivity to actuarial assumptions used in the assessment of defined benefit obligation is as follows (Unit: Korean Won in millions):

 

     December 31, 2017(*) December 31, 2018(*)      December 31, 2018 December 31, 2019 

Discount rate

  Increase by 1% point   (116,405)  (116,812)   Increase by 1% point   (116,812)  (151,104) 
Decrease by 1% point   137,151  136,990  Decrease by 1% point   136,990  178,434 

Future wage growth rate

  Increase by 1% point   136,707  135,767   Increase by 1% point   135,767  176,169 
Decrease by 1% point   (117,765)  (118,020)  Decrease by 1% point   (118,020)  (152,174) 

(*)

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. The sensitivity of the defined benefit obligation to changes in principal actuarial assumptions is calculated using the projected unit credit method, the same method applied when calculating the defined benefit obligations recognized on the statement of financial position.

25. OTHER FINANCIAL LIABILITIES AND OTHER LIABILITIES

Other financial liabilities and other liabilities are as follows (Unit: Korean Won in millions):

 

   December 31, 2017  December 31, 2018 

Other financial liabilities:

   

Accounts payable

   4,692,320   5,409,268 

Accrued expenses

   2,049,861   2,224,330 

Borrowings from trust accounts

   3,271,817   3,747,492 

Agency business revenue

   344,591   396,735 

Foreign exchange payables

   590,667   539,554 

Domestic exchange settlement credits

   1,309,646   7,134,966 

Other miscellaneous financial liabilities

   1,635,156   1,992,663 

Present value discount

   (1,597)   (2,484) 
  

 

 

  

 

 

 

Sub-total

   13,892,461   21,442,524 
  

 

 

  

 

 

 

Other liabilities:

   

Unearned income

   180,664   204,034 

Other miscellaneous liabilities

   103,317   142,044 
  

 

 

  

 

 

 

Sub-total

   283,981   346,078 
  

 

 

  

 

 

 

Total

   14,176,442   21,788,602 
  

 

 

  

 

 

 

   December 31, 2018  December 31, 2019 

Other financial liabilities:

   

Accounts payable

   5,409,268   6,131,339 

Accrued expenses

   2,224,330   2,516,231 

Borrowings from trust accounts

   3,747,492   3,277,795 

Agency business revenue

   396,735   362,820 

Foreign exchange payables

   539,554   1,153,457 

Domestic exchange settlement credits

   7,134,966   1,261,928 

Lease liabilities

   —   419,045 

Other miscellaneous financial liabilities

   1,992,663   2,587,193 

Present value discount

   (2,484)   (3,041) 
  

 

 

  

 

 

 

Sub-total

   21,442,524   17,706,767 
  

 

 

  

 

 

 

Other liabilities:

   

Unearned income

   204,034   224,840 

Other miscellaneous liabilities

   142,044   195,631 
  

 

 

  

 

 

 

Sub-total

   346,078   420,471 
  

 

 

  

 

 

 

Total

   21,788,602   18,127,238 
  

 

 

  

 

 

 

26. DERIVATIVES

 

(1)

Derivative assets and derivative liabilities are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018 
      Assets   Liabilities   Nominal
Amount		   Assets   Liabilities 
  Nominal
amount		   For fair
value
hedge		   For trading   For cash
flow
hedge		   For fair
value
hedge		   For trading   For fair
value
hedge		   For trading   For cash
flow
hedge		   For fair
value
hedge		   For trading 

Interest rate:

                        

Futures

   75,845    —    —    —    —    — 

Swaps

   130,197,378    59,272    223,935    —    12,103    253,972    150,710,490    35,503    218,140    665    17,654    266,207 

Purchase options

   630,000    —    12,346    —    —    —    530,000    —    10,461    —    —    — 

Written options

   795,000    —    —    —    —    12,869    525,000    —    —    —    —    12,438 

Currency:

                        

Futures

   318,217    —    —    —    —    —    320,213    —    —    —    —    — 

Forwards

   72,526,956    —    1,314,368    —    —    1,375,799    88,376,776    —    843,621    —    —    777,039 

Swaps

   48,176,306    —    1,352,924    55,651    —    1,347,905    67,179,195    —    761,907    33,089    —    773,701 

Purchase options

   2,291,154    —    64,267    —    —    —    1,933,454    —    17,544    —    —    — 

Written options

   4,038,237    —    —    —    —    58,687    3,134,774    —    —    —    —    20,747 

Equity:

                        

Futures

   91,436    —    —    —    —    —    186,737    —    —    —    —    — 

Swaps

   15,000    —    103    —    —    10    441,573    —    31,377    —    —    1,217 

Purchase options

   5,060,706    —    146,775    —    —    —    4,925,315    —    143,029    —    —    — 

Written options

   4,504,290    —    —    —    —    99,770    6,145,935    —    —    —    —    239,512 

Others:

            

Futures

   —    —    —    —    —    — 

Swaps

   7,805    —    1,056    ���    —    1,037 

Purchase options

   —    —    —    —    —    — 

Written options

   5,000    —    —    —    —    100 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   268,733,330    59,272    3,115,774    55,651    12,103    3,150,149    324,409,462    35,503    2,026,079    33,754    17,654    2,090,861 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

  December 31, 2018   December 31, 2019 
      Assets   Liabilities       Assets   Liabilities 
  Nominal
amount		   For fair
value
hedge		   For trading   For cash
flow
hedge		   For fair
value
hedge		   For trading   Nominal
amount		   For cash
flow
hedge		   For fair
value
hedge		   For
trading		   For cash
flow
hedge		   For fair
value
hedge		   For trading 

Interest rate:

                          

Futures

   —    —    —    —    —    —    124,737    —    —    —    —    —    — 

Swaps

   150,710,490    35,503    218,140    665    17,654    266,207    150,731,987    —    111,764    300,750    1,323    —    413,195 

Purchase options

   530,000    —    10,461    —    —    —    460,000    —    —    11,888    —    —    — 

Written options

   525,000    —    —    —    —    12,438    395,789    —    —    —    —    —    9,655 

Currency:

                          

Futures

   320,213    —    —    —    —    —    1,934    —    —    —    —    —    — 

Forwards

   88,376,776    —    843,621    —    —    777,039    113,988,295    —    —    1,447,811    321    —    1,030,246 

Swaps

   67,179,195    —    761,907    33,089    —    773,701    82,125,050    9,367    —    966,181    5,193    —    1,106,423 

Purchase options

   1,933,454    —    17,544    —    —    —    1,588,746    —    —    18,835    —    —    — 

Written options

   3,134,774    —    —    —    —    20,747    2,341,179    —    —    —    —    —    9,403 

Equity:

                          

Futures

   186,737    —    —    —    —    —    630,562    —    —    —    —    —    — 

Forwards

   11    —    —    —    —    —    — 

Swaps

   441,573    —    31,377    —    —    1,217    1,280,436    —    —    1,217    —    —    54,393 

Purchase options

   4,925,315    —    143,029    —    —    —    8,851,984    —    —    175,221    —    —    — 

Written options

   6,145,935    —    —    —    —    239,512    8,978,953    —    —    —    —    —    219,831 
  

 

 �� 

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   324,409,462    35,503    2,026,079    33,754    17,654    2,090,861    371,499,663    9,367    111,764    2,921,903    6,837    —    2,843,146 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Derivatives held for trading are classified into financial assets at FVTPL (Note 7) and financial liabilities at FVTPL (Note 20), and derivatives designated for hedging are presented as a separate line item in the consolidated statements of financial position.

 

(2)

Overview of the Group’s hedge accounting

The hedging relationships the entity applies fair value hedge accounting and cash flow hedge accounting to are affected by interest rate which is related with Interest Rate Benchmark Reform. The interest rates to which the hedging relationships are exposed are USD 1M LIBOR, USD 3M LIBOR, USD 6M LIBOR, and 3M EURIBOR. The nominal amounts of hedging instruments related to 1M LIBOR, 3M LIBOR, 6M LIBOR and 3M EURIBOR are USD 400,000,000, USD 2,230,000,000, USD 500,000,000, and EUR 26,635,556, respectively. The entity pays close attention to discussions in the market and industry regarding the applicable alternative benchmark interest rates for the exposed interest rate. The entity judges related uncertainty is expected to be no longer present when the exposed interest rates are replaced by the applicable benchmark interest rates.

1) Fair value hedge

As of the current period end, the Group has applied fair value hedge on fixed interest rate foreign currency denominated debentures amounting to 2,956,5653,151,172 million Won. The purpose of the hedging is to avoid fair value volatility risk of fixed interest rate foreign currency denominated debentures derived from fluctuations of market interest rate, and as such the Group entered into interest rate swap agreements designated as hedging instruments.

Pursuant to the interest rate swap agreement, by swapping the calculated difference between the fixed interest rate and floating interest rate applied to the nominal value, the fair value fluctuation risk is hedged as the foreign currency denominated debentures fixed interest rate terms are converted to floating interest rate. Pursuant to the interest rate swap agreement, hedge ratio is determined by matching the nominal value of hedged instrument to the face value of the hedging instrument.hedged item.

In this hedging relationship, only the market interest rate fluctuation, which is the most significant part of the fair value change of the hedged item, is designated as the hedged risk, and other risk factors including credit risk are not included in the hedged risk. Therefore, the ineffective portion of the hedge could arise from differencefluctuations in the timing of the cash flow of the hedged item, the change in the total amount and price margin set byof the counterparty of hedging instruments,hedged item, or unilateralsignificant credit risk fluctuation of either party of the hedging instrument.

The interest rate swap agreements and the hedged items are subject to fluctuations in the underlying market rate of interest and the Group expects the fair value of the interest rate swap contract and the value of the hedged item to generally change in the opposite direction.

The fair value of the interest rate swap at the end of the reporting period is determined by discounting future cash flows estimated by using the yield curve at the end of the reporting period and the credit risk embedded in the

contract and the average interest rate is determined based on the outstanding balance at the end of the reporting period. The variable interest rate applied to the interest rate swap is USD Libor 3M (6M) plus spread. In accordance with the terms of each interest rate swap contract designated as a hedging instrument, the Group receives interest at a fixed interest rate and pays interest at a variable interest rate.

2) Cash Flow Hedge

As of the end of the current period,December, 31 2019, the Group has applied cash flow hedge on foreignlocal currency denominated debentures amounting to 723,30899,941 million Won, debentures on foreign currency amounting to 729,141 million Won and debentures on localBorrowings in foreign currency amounting to 99,911 million34,443million Won. The Group’s hedging strategies are to 1) Mitigate risks of cash flow fluctuation from variable interest rate debentures on local currency due to changes in market interest rate by entering into an interest rate swap contract and thereby designating it as hedging instrument; 2) Mitigate the risks of cash flow fluctuation from principal and interest of variable-interest rate debentures denominated in foreign currency due to changes in foreign exchange rates and interest rates by entering into a currency swap contract and thereby designating it as hedging instrument; and 3) Mitigate the risks of cash flow fluctuation from principal and interest of fixed-interest rate debentures denominated in foreign currency due to changes in foreign exchange rates by entering into a currency swap contract and thereby designating it as hedging instrument.instrument and 4) Mitigate the risks of cash flow fluctuation in variable-interest rate foreign currency borrowings resulting from changes in market interest rates and designate it as a hedging instrument through entering into currency swap contracts and interest rate swap contracts.

This means exchanging a predetermined nominal amount as set forth in the interest rate swap contract adjusted by the differences between the fixed and variable interest rates, which results in the conversion of interest rates of debentures in local currency and borrowings in foreign currency from variable interest into fixed interest, eliminating the cash flow fluctuation risk.

In addition, this also means a payment of predetermined principal amount as set forth in the currency swap adjusted by fixed interest rate, an exchange of an amount calculated by applying variable interest rate to USD or applying fixed interest rate to SGD, and an exchange of the principal denominated in KRW and principal denominated in foreign currency at maturity eliminating cash flow fluctuation risk on principal and interest.

The hedge ratio is determined by matching the nominal amount of the hedging instrument to the face amount of the hedged item in accordance with interest rate swap and currency swap.

Only interest rate and foreign exchange rate fluctuation risk, which is the most significant factor in the cash flow fluctuation of the hedged item, is addressed in this hedging relationship, and other risk factors such as credit risk are not subject to hedging.

Thus, there could be hedge ineffectiveness arising from price margin set by the counterparty of hedging instruments and unilateral change in credit risk of any party toin the transaction.

The interest rate swap, currency swap contract and the hedged item are all affected by the changes in market interest rate and foreign exchange rates which are basic factors of the derivative. The Group expects that the value of interest rate swap contract, currency swap contract and the hedged item will generally fluctuate in opposite direction.

(3)

The nominal amounts of the hedging instrument as of December 31, 2018 are as follows (Unit: USD, EUR, SGD, JPY and Korean Won in millions):

 

  December 31, 2018 
  1 year or less   1 year to 5
years		   More than 5
years		   Total   1 year or less   1 year to 5
years		   More than 5
years		   Total 

Fair value hedge

        

Fair value hedge

 

Interest rate risk

                

Interest rate swap(USD)

   —    1,350,000,000    1,300,000,000    2,650,000,000 

Interest rate swap (USD)

   —    1,350,000,000    1,300,000,000    2,650,000,000 

Cash flow hedge

                

Interest rate risk

                

Interest rate swap(KRW)

   —    100,000    —    100,000 

Interest rate swap (KRW)

   —    100,000    —    100,000 

Foreign currencies translation risk and interest rate risk

                

Currency swap(USD)

   50,000,000    450,000,000    —    500,000,000 

Currency swap (USD)

   50,000,000    450,000,000    —    500,000,000 

Foreign currencies translation risk

                

Currency swap(SGD)

   —    204,000,000    —    204,000,000 

Currency swap (SGD)

   —    204,000,000    —    204,000,000 

 

   December 31, 2019 
   1 year or less   1 year to 5
years		   More than 5
years		   Total 

Fair value hedge

 

Interest rate risk

        

Interest rate swap (USD)

   350,000,000    2,000,000,000    300,000,000    2,650,000,000 

Cash flow hedge

        

Interest rate risk

        

Interest rate swap (EUR)

   —    26,635,556    —    26,635,556 

Interest rate swap (KRW)

   —    100,000    —    100,000 

Foreign currencies translation risk and interest rate risk

        

Currency swap(USD)

   150,000,000    330,000,000    —    480,000,000 

Foreign currencies translation risk

        

Currency swap (SGD)

   136,000,000    68,000,000    —    204,000,000 

Currency forward (JPY)

   49,325,155    1,059,903,932    —    1,109,229,087 

(4)

The average interest rate and average currency rate of the hedging instrument as of December 31, 2018 and December 31, 2019 are as follows:

 

   

December 31, 2018

Average interest rate and average currencyexchange rate

Fair value hedge

  

Interest rate risk

  

Interest rate swaps(USD)swaps (USD)

  

Fixed 3.96% receipt and Libor 3M+1.61% floating paid

Fixed 5.88% receipt and Libor 6M+2.15% floating paid

Cash flow hedge

  

Interest rate risk

  

Interest rate swap(KRW)swap (KRW)

  KRW 3Y CMS+0.395%CMS 3Y+0.40% receipt, KRW 2.38% paid

Foreign currencies translation risk and interest rate risk

  

Currency swap(USD)swap (USD)

  

USD 3M Libor+0.7%0.70% receipt, KRW 1.74% paid, USD/KRWKRW/USD = 1,136

USD 1M Libor+0.517%0.52% receipt, KRW 1.70% paid, USD/KRWKRW/USD = 1,178

Foreign currencies translation risk

  

Currency swap(SGD)swap (SGD)

  SGD 1.91% receipt, KRW 1.98% paid, SGD/KRWKRW/SGD = 828

December 31, 2019

Average interest rate and average exchange rate

Fair value hedge

Interest rate risk

Interest rate swap (USD)

Fixed 3.96% receipt and Libor 3M+1.61% floating paid

Fixed 5.88% receipt and Libor 6M+2.15% floating paid

Cash flow hedge

Interest rate risk

Interest rate swap (EUR)

3M EURIBOR receipt, EUR 0.09% paid

Interest rate swap (KRW)

CMS 3Y+0.40% receipt, 2.38% paid

Foreign currencies translation risk and interest rate risk

Currency swap (USD)

USD 3M Libor+0.80% receipt, KRW 1.45% paid, KRW/USD = 1,155

USD 1M Libor+0.54% receipt, KRW 1.53% paid, KRW/USD = 1,158

Foreign currencies translation risk

Currency swap (SGD)

SGD 1.91% receipt, KRW 1.98% paid, KRW/SGD = 828

Currency forward (JPY)

KRW/JPY = 10.47

(5)

The amounts related to items designated as hedging instruments as of December 31, 2018 are as follows (Unit: USD, SGD and Korean Won in millions)millions, USD, EUR, SGD and JPY):

 

  December 31, 2018 
 Nominal amounts of
the hedging
instrument		  Carrying amounts of the
hedging instrument		  

Line item in the
statement of financial
position where the
hedging instrument is
located

 Changing in fair
value used for
calculating hedge
ineffectiveness		   Nominal amounts of
the hedging
instrument		   Carrying amounts of the
hedging instrument		   

Line item in the
statement of financial
position where the
hedging instrument is
located

  Changing in fair
value used for
calculating hedge
ineffectiveness		 
 Assets Liabilities   Assets   Liabilities 

Fair value hedge

               

Interest rate risk

               

Interest rate swaps(USD)

 2,650,000,000  35,503  17,654  

Derivative assets

(Designated for hedging)

Derivative liabilities

(Designated for hedging)

 (27,362) 

Interest rate swap

   USD 2,650,000,000    35,503    17,654   

Derivative assets

(Designated for hedging)

Derivative liabilities

(Designated for hedging)

   (27,362) 

Cash flow hedge

               

Interest rate risk

               

Interest rate swap(KRW)

 100,000   —  665  

Derivative liabilities

(Designated for hedging)

 (665) 

Interest rate swap

   KRW 100,000    —    665   

Derivative liabilities

(Designated for hedging)

   (665) 

Foreign currencies translation risk and interest rate risk

               

Currency swap (USD)

 500,000,000   —  28,907  

Derivative liabilities

(Designated for hedging)

 21,582 

Currency swap

   USD 500,000,000    —    28,907   

Derivative liabilities

(Designated for hedging)

   21,582 

Foreign currencies translation risk

               

Currency swap (SGD)

 204,000,000   —  4,182  

Derivative liabilities

(Designated for hedging)

 2,353 

Currency swap

   SGD 204,000,000    —    4,182   

Derivative liabilities

(Designated for hedging)

   2,353 

 

   December 31, 2019 
   Nominal amounts of
the hedging
instrument		   Carrying amounts of the
hedging instrument		   

Line item in the
statement of financial
position where the
hedging instrument is
located

  Changing in fair
value used for
calculating hedge
ineffectiveness		 
   Assets   Liabilities 

Fair value hedge

          

Interest rate risk

          

Interest rate swap

   USD 2,650,000,000    111,764    —   

Derivative assets

(designated for hedging)

   90,244 

Cash flow hedge

          

Interest rate risk

          

Interest rate swap

   EUR 26,635,556    —    43   

Derivative liabilities

(designated for hedging)

   (43) 

Interest rate swap

   KRW 100,000    —    1,280   

Derivative liabilities

(designated for hedging)

   (615) 

Foreign currency translation risk and interest rate risk

          

Currency swap

   USD 480,000,000    4,070    5,193   

Derivative assets

(designated for hedging)

Derivative liabilities

(designated for hedging)

   22,364 

Foreign currency translation risk

          

Currency swap

   SGD 204,000,000    5,297    —   

Derivative assets

(designated for hedging)

   8,918 

Currency forward

   JPY 1,109,229,087    —    321   

Derivative liabilities

(designated for hedging)

   321 

(6)

Details of carrying amount to hedgedhedge and amount adjusted due to hedge accounting as of December 31, 2018 are as follows (Unit: Korean wonWon in millions):

 

 December 31, 2018 
 Carrying amounts of the
hedging item		 Accumulated amount of fair
value hedge adjustments on
the hedged item included in
the  carrying amount of the
hedged item		  Line item in the
statement of
financial position
in which the
hedged item  is
included		 Changing in
fair value used
for calculating
hedge
ineffectiveness		 Cash flow
hedge
reserve(*)		  Carrying amounts of the
hedging item		 Accumulated amount of fair
value hedge adjustments on
the hedged item included in
the carrying amount of the
hedged item		  Line item in the
statement of
financial position
in which the
hedged item is
included		 Changing in
fair��value used
for calculating
hedge
ineffectiveness		 Cash flow
hedge
reserve(*)		 
 Assets Liabilities Assets Liabilities  Assets Liabilities Assets Liabilities 

Fair value hedge

              

Interest rate risk

              

Debenture

  —  2,956,565   —  5,200  Debentures  25,498   — 

Debentures

  —  2,956,565   —  5,200  Debentures  25,498   — 

Cash flow hedge

              

Interest rate risk

              

Debenture

  —  99,911   —   —  Debentures  521  (371) 

Debentures

  —  99,911   —   —  Debentures  521  (371) 

Foreign currencies translation risk and interest rate risk

              

Debenture

  —  557,186   —   —  Debentures  (16,790)  (1,211) 

Debentures

  —  557,186   —   —  Debentures  (16,790)  (1,211) 

Foreign currencies translation risk

              

Debenture

  —  166,122   —   —  Debentures  (1,762)  (2,287) 

Debentures

  —  166,122   —   —  Debentures  (1,762)  (2,287) 

 

(*)

After tax amount

  December 31, 2019 
  Carrying amounts of the
hedging item		  Accumulated amount of fair
value hedge adjustments on
the hedged item included in
the carrying amount of the
hedged item		  Line item in the
statement of
financial position
in which the
hedged item is
included		  Changing in
fair value used
for calculating
hedge
ineffectiveness		  Cash flow
hedge
reserve(*)		 
  Assets  Liabilities  Assets  Liabilities 

Fair value hedge

       

Interest rate risk

       

Debentures

  —   3,151,172   —   91,368   Debentures   (85,984)   — 

Cash flow hedge

       

Interest rate risk

       

Borrowings in foreign currency

  —   34,443   —   —   

Borrowing
foreign
currency		 
 
 		  43   (43) 

Debentures

  —   99,941   —   —   Debentures   663   (821) 

Foreign currencies translation risk and interest rate risk

       

Debentures

  —   554,433   —   —   Debentures   (25,057)   (2,525) 

Foreign currencies translation risk

       

Debentures

  —   174,708   —   —   Debentures   (8,315)   (2,304) 

(*) After tax amount

 

(7)

Amounts recognized in profit or loss due to the ineffective portion of fair value hedges during the current period are as follows (Unit: Korean Won in millions):

 

      For the year ended December 31, 2018
Hedge ineffectiveness
recognized in profit or loss		  

Line item in the profit or loss that includes
includes hedge ineffectiveness

Fair value hedge

  

Interest rate risk

   (1,864)  Other net operating incomeincome(expense)

For the year ended December 31, 2019
Hedge ineffectiveness
recognized in profit or loss

Line item in the profit or loss that includes
hedge ineffectiveness

Fair value hedge

Interest rate risk

4,260Other net operating income(expense)

(8)

Reclassification of profit or loss from other comprehensive income and equity related to cash flow hedges isare as follows (Unit: Korean Won in millions):

 

      Changes in
the value of
hedging
instruments
recognized
in cash flow
hedge
reserve		  Hedge
ineffectiveness
recognized in
profit or loss		  Changes
in the
value of
foreign
basis
spread
recognized
in OCI		  Line item in
the profit or
loss that
includes
hedge
ineffectiveness		 Amounts
reclassified
from cash
flow hedge
reserve to
profit or
loss		  Line item
affected in
profit or loss
because of the
reclassification

Cash flow hedge

  

Interest rate risk

   (517)   (148)   —  Other net
operating
expense		  —  Other net
operating
expense
  

Foreign currencies translation risk and interest rate risk

   21,429   153   (882)  Other net
operating
income

(expense)

  (23,084)  Other net
operating
expense
  

Foreign currencies translation risk

   2,353   —   (491)  Other net
operating
income		  (3,601)  Other net
operating
expense
      For the year ended December 31, 2018
      Changes in
the value of
hedging
instruments
recognized
in cash flow
hedge
reserve		  Hedge
ineffectiveness
recognized in
profit or loss		  Changes
in the
value of
foreign
basis
spread
recognized
in OCI		  Line item in
the profit or
loss that
includes
hedge
ineffectiveness		  Amounts
reclassified
from cash
flow hedge
reserve to
profit or
loss		  Line item
affected in
profit or loss
due to
reclassification

Cash flow hedge

  

Interest rate risk

   (517)   (148)   —  Other net
operating
income
(expense)		   —  Other net
operating
income
(expense)
  

Foreign currencies translation risk and interest rate risk

   21,429   153   (882)  Other net
operating
income
(expense)		   (23,084)  Other net
operating
income
(expense)
  

Foreign currencies translation risk

   2,353   —   (491)  Other net
operating
income
(expense)		   (3,601)  Other net
operating
income
(expense)

      For the year ended December 31, 2019
      Changes in
the value of
hedging
instruments
recognized
in cash flow
hedge
reserve		  Hedge
ineffectiveness
recognized in
profit or loss		   Changes
in the
value of
foreign
basis
spread
recognized
in OCI		   Line item in
the profit or
loss that
includes
hedge
ineffectiveness		  Amounts
reclassified
from cash
flow hedge
reserve to
profit or
loss		  Line item
affected in
profit or loss
due to
reclassification

Cash flow hedge

  

Interest rate risk

   (658)   —    —   Other net
operating
income
(expense)		   —  Other net
operating
income
(expense)
  

Foreign currencies translation risk and interest rate risk

   21,420   944    838   Other net
operating
income
(expense)		   (23,541)  Other net
operating
income
(expense)
  

Foreign currencies translation risk

   7,638   1,601    560   Other net
operating
income
(expense)		   (8,215)  Other net
operating
income
(expense)

27. DEFERRED DAY 1 PROFITS OR LOSSES

Changes in deferred day 1 profits or losses are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended
December 31		 
  2016 2017 2018   2017 2018 2019 

Beginning balance

   28,008  13,422  7,416    13,422  7,416  25,463 

New transactions

   1,337  500  23,678    500  23,678  53,289 

Amounts recognized in losses

   (15,923)  (6,506)  (5,631)    (6,506)  (5,631)  (26,493) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Ending balance

   13,422  7,416  25,463    7,416  25,463  52,259 
  

 

  

 

  

 

   

 

  

 

  

 

 

In case some variables to measure fair values of financial instruments are not observable in the market, valuation techniques are utilized to evaluate such financial instruments. Those financial instruments are recorded the transaction price as at the time of acquisition, even though there are difference noted between the transaction price and the fair value. The table above presents the difference yet to be realized as profit or losses.

28. CAPITAL STOCK AND CAPITAL SURPLUS

28.

EQUITY

 

(1)

Details of equity as of December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

   December 31, 2018  December 31, 2019 

Capital

   

Common stock capital

   3,381,392   3,611,338 

Hybrid securities(*1)

   3,161,963   997,544 

Capital surplus

   

Paid in capital in excess of par(*2)

   269,533   608,348 

Equity method

   —   1,153 

Others

   16,356   16,794 
  

 

 

  

 

 

 

Sub-total

   285,889   626,295 
  

 

 

  

 

 

 

Capital adjustments

   

Treasury stocks

   (34,113)   — 

Other adjustments(*3)

   (1,607,647)   (1,748,667) 
  

 

 

  

 

 

 

Sub-total

   (1,641,760)   (1,748,667) 
  

 

 

  

 

 

 

Accumulated other comprehensive income

   

Financial assets at FVTOCI

   (87,182)   (71,914) 

Gain on evaluation of investment stocks by equity method

   302   915 

Loss from foreign business translation

   (244,735)   (152,987) 

Remeasurements of defined benefit plan

   (236,726)   (270,977) 

Loss on evaluation of cash flow hedge

   (3,869)   (5,692) 
  

 

 

  

 

 

 

Sub-total

   (572,210)   (500,655) 
  

 

 

  

 

 

 

Retained earnings(*4)(*5)

   17,124,657   18,524,515 

Non-controlling interest(*1) (*6)

   213,113   3,981,962 
  

 

 

  

 

 

 

Total

   21,953,044   25,492,332 
  

 

 

  

 

 

 

(*1)

At the end of the previous term, hybrid securities were issued by Woori Bank, a subsidiary company, and were classified asnon-controlling interests of capital from the 11th of January, 2019.

(*2)

Capital surplus increased as new shares were issued through a comprehensive stock exchange of shares when Woori Financial Inc. was established. (Note 1)

(*3)

Included capital transaction gains and losses recognized by the 2014 merger of Woori Bank and (formerly) Woori Financial Group Inc. During the current term, the Group entered to acquire and additional interest in the Woori Asset Trust Co., Ltd., reducing the capital adjustment by 111,242 million Won.

(*4)

The earned surplus reserve in retained earnings amounted to 1,857,754 million Won and 2,039,754 million Won as of December 31, 2018 and 2019, respectively. The earned surplus reserve is appropriated at least one tenth of the earnings after tax on every dividend declaration, not exceeding the paid in capital. The reserve is restricted for the payment of cash dividends but be used for offsetting a deficit or transferring to capital in accordance with the Act.

(*5)

The regulatory reserve for credit loss in retained earnings amounted to 2,578,457 million and 2,356,246 million Won as of December 31, 2018 and 2019, respectively. The reserve is restricted for the payment of cash dividends pursuant to regulations.

(*6)

69,533 million Won increased as of December 31, 2019 due to business combination of Woori Asset Management Corp., and Woori Asset Trust Co., Ltd. (Note 44)

(2)

The number of authorized shares authorized and others of the Group are as follows:

 

   December 31, 20172018  December 31, 20182019

Shares of common stock authorized

  5,000,000,000 Shares  5,000,000,0004,000,000,000 Shares

Par value

  5,000 Won  5,000 Won

Shares of common stock issued

  676,000,000 Shares  676,000,000722,267,683 Shares

Capital stock

  3,381,392 million Won  3,381,3923,611,338 million Won

 

(2)(3)

There are no changes in the number of shares issued and outstanding for the years ended December 31, 2016, 2017 and 2018.

(3)

Details of capital surpluschanges in shares of the Group issued as of December 31, 2019 are as follows (Unit: Korean Won in millions):follows:

 

   December 31, 2017   December 31, 2018 

Capital in excess of par value

   269,533    269,533 

Other capital surplus

   16,347    16,356 
  

 

 

   

 

 

 

Total

   285,880    285,889 
  

 

 

   

 

 

 
December 31, 2019

Date of incorporation(*1)

680,164,306

Increase(*2)

42,103,377

Decrease

—

Ending Balance

722,267,683

29. HYBRID SECURITIES

(*1)

The number of shares issued by Woori Bank at the end of the business combination period is 676,000,000. When Woori Financial Group Inc. was established, 4,164,306 shares were issued as a result of stock comprehensive exchange with Woori Bank which is a shareholder of Woori FIS Co., Ltd., Woori Finance Management Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Private Equity Asset Management Co., Ltd., and Woori Fund Service Co., Ltd.

(*2)

New stocks were issued for the comprehensive stock exchange which was to transfer Woori Card Co., Ltd., as a first level of subsidiary from second-tier subsidiary in September, 2019.

(4)

Hybrid securities

The bond-type hybrid securities classified as owner’s equity are as follows (Unit: Korean Won in millions):

 

 

Issue date

 

Maturity

 Interest
rate (%)		 December 31,
2017		 December 31,
2018		  Issue date Maturity Interest
rate (%)		 December 31,
2018		 December 31,
2019		 

Securities in local currency

 June 20, 2008 June 20, 2038 7.7  255,000   — 

Securities in local currencies

 April 25, 2013  April 25, 2043  4.4  500,000   — 
 November 13, 2013  November 13, 2043  5.7  200,000   — 
 April 25, 2013 April 25, 2043 4.4  500,000  500,000  December 12, 2014  December 12, 2044  5.2  160,000   — 
 November 13, 2013 November 13, 2043 5.7  200,000  200,000  June 3, 2015  June 3, 2045  4.4  240,000   — 
 December 12, 2014 December 12, 2044 5.2  160,000  160,000  July 26, 2018   —  4.4  400,000   — 
 June 3, 2015 June 3, 2045 4.4  240,000  240,000  July 18, 2019   —  3.49   —  500,000 
 July 26, 2018 — 4.4   —  400,000  October 11, 2019   —  3.32   —  500,000 

Securities in foreign currencies

 June 10, 2015 June 10, 2045 5.0  559,650  559,650  June 10, 2015  June 10, 2045  5.0  559,650   — 
 September 27, 2016 — 4.5  553,450  553,450   
September 27,
2016		 
 		  —  4.5  553,450   — 
 May 16, 2017 — 5.3  562,700  562,700  May 16, 2017   —  5.3  562,700   — 

Issuance cost

    (12,912)  (13,837)     (13,837)  (2,456) 
    

 

  

 

     

 

  

 

 

Total

    3,017,888  3,161,963     3,161,963  997,544 
    

 

  

 

     

 

  

 

 

The hybrid securities mentioned above are either without ado not have maturity date or its maturity can be extended indefinitely at the maturity date without changing terms.but are redeemable after 5 years.

In addition, the hybrid securities issued by the Bank will behave been reclassified tonon-controlling interests in the consolidated financial statements of Woori Financialthe Group Inc. from the next accounting period,in 2019 due to the establishment of the financial holding company on January 11, 2019.

30. OTHER EQUITY

(1)(5)

Details of other equitychanges in capital adjustments are as follows (Unit: Korean Won in millions):

 

  December 31, 2017  December 31, 2018 

Accumulated other comprehensive loss:

  

Net loss on valuation of financial assets at FVTOCI

  —   (87,182) 

Gain on valuation of AFS financial assets

  301,930   — 

Gain on financial liabilities at FVTPL (IFRS 9) designated as upon initial recognition due to own credit risk

  —   — 

Share of other comprehensive gain (loss) of joint ventures and associates

  (1,251)   302 

Loss on foreign currency translation of foreign operations

  (242,700)   (244,735) 

Remeasurement loss related to defined benefit plan

  (152,624)   (236,726) 

Gain (loss) on valuation of derivatives designated as cash flow hedges

  777   (3,869) 

Other comprehensive income related to assets held for sale

  4,145   — 
 

 

 

  

 

 

 

Sub-total

  (89,723)   (572,210) 
 

 

 

  

 

 

 

Treasury shares

  (34,113)   (34,113) 

Other capital adjustments(*)

  (1,815,438)   (1,607,647) 
 

 

 

  

 

 

 

Total

  (1,939,274)   (2,213,970) 
 

 

 

  

 

 

 

   December 31,
2018		  December 31,
2019		 

Beginning balance

   (1,849,551)   (1,641,760) 

Losses on redemption of hybrid securities

   (368)   (277) 

Acquisition of treasury stocks

   —   4,245 

Transaction with other owners(*)

   208,159   (110,875) 
  

 

 

  

 

 

 

Ending balance

   (1,641,760)   (1,748,667) 
  

 

 

  

 

 

 

 

(*)

Other capital adjustments include gain or loss on capital transactions that was recognized111,242 million Won is included which has been reduced by the Group to obtain an additional stake in 2014 as a result of the merger of Woori Bank and Woori Finance HoldingsAsset Trust Co., Ltd.

 

(2)(6)

Changes in the accumulatedAccumulated other comprehensive loss, net of tax, are as follows (Unit: Korean Won in millions):income

Changes in the accumulated other comprehensive income are as follows (Unit: Korean Won in millions):

   For the year ended December 31, 2016 
   Beginning
balance		  Increase
(decrease)		  Reclassification
adjustments(*)		  Income tax
effect		  Ending
balance		 

Gain (loss) on valuation of AFS financial assets

   374,685   114,617   (101,647)   (674)   386,981 

Share of other comprehensive income (loss) of joint ventures and associates

   6,074   (9,274)   —   1,337   (1,863) 

Gain (loss) on foreign currency translation of foreign operations

   (70,789)   30,368   —   (7,932)   (48,353) 

Remeasurement gain (loss) related to defined benefit plan

   (197,579)   45,096   —   (10,914)   (163,397) 

Gain (loss) on valuation of cash flow hedges

   (10,371)   10,371   —   —   — 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   102,020   191,178   (101,647)   (18,183)   173,368 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   For the year ended December 31, 2017 
   Beginning
balance		  Increase
(decrease)(*)		  Reclassification
adjustments(*)		  Income tax
effect		  Ending
balance		 

Gain (loss) on valuation of AFS financial assets

   386,981   80,997   (164,803)   (1,245)   301,930 

Share of other comprehensive income (loss) of joint ventures and associates

   (1,863)   2,516   —   (1,904)   (1,251) 

Gain (loss) on foreign currency translation of foreign operations

   (48,353)   (193,272)   —   (1,075)   (242,700) 

Remeasurement gain (loss) related to defined benefit plan

   (163,397)   6,216   —   4,557   (152,624) 

Gain (loss) on valuation of cash flow hedges

   —   1,025   —   (248)   777 

Transfer to assets held for sale

   —   4,145   —   —   4,145 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   173,368   (98,373)   (164,803)   85   (89,723) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2017 
   Beginning
balance		  Increase
(decrease)(*)		  Reclassification
adjustments(*)		  Income tax
effect		  Ending
balance		 

Gain (loss) on valuation of AFS financial assets

   386,981   80,997   (164,803)   (1,245)   301,930 

Share of other comprehensive income (loss) of joint ventures and associates

   (1,863)   2,516   —   (1,904)   (1,251) 

Loss on foreign currency translation of foreign operations

   (48,353)   (193,272)   —   (1,075)   (242,700) 

Remeasurement gain (loss) related to defined benefit plan

   (163,397)   6,216   —   4,557   (152,624) 

Gain (loss) on valuation of cash flow hedges

   —   1,025   —   (248)   777 

Transfer to assets held for sale

   —   4,145   —   —   4,145 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   173,368   (98,373)   (164,803)   85   (89,723) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*)

For the change in gain (loss) on valuation of AFS financial assets, “increase (decrease)” represents change due to the valuation during the period, and “reclassification adjustments” represents disposal or recognition of impairment losses on AFS financial assets.

   For the year ended December 31, 2018 
   Beginning
balance		  Increase
(decrease)(*1)(*2)		  Reclassification
adjustments		  Income tax
effect		  Ending
balance		 

Net gain (loss) on valuation of financial assets at FVTOCI

   (88,906)   (8,677)   8,015   2,386   (87,182) 

Gain (loss) on financial liabilities at FVTPL designated as upon initial recognition due to own credit risk

   (96)   132   —   (36)   — 

Share of other comprehensive gain (loss) of joint ventures and associates

   (2,656)   4,080   —   (1,122)   302 

Gain (loss) on foreign currency translation of foreign operations

   (242,806)   (2,661)   —   732   (244,735) 

Remeasurement gain (loss) related to defined benefit plan

   (152,358)   (111,401)   —   27,033   (236,726) 

Gain (loss) on valuation of derivatives designated as cash flow hedges

   777   30,655   (26,871)   (8,430)   (3,869) 

Transfer to assets held for distribution (sale)

   4,145   (4,145)   —   —   — 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   (481,900)   (92,017)   (18,856)   20,563   (572,210) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

   For the year ended December 31, 2018 
   Beginning
balance(*1)		  Increase
(decrease)(*2)(*3)		  Reclassification
adjustments		  Income tax
effect		  Ending
balance		 

Net gain (loss) on valuation of financial assets at FVTOCI

   (88,906)   (8,677)   8,015   2,386   (87,182) 

Gain (loss) on financial liabilities at FVTPL (IFRS 9) designated as upon initial recognition due to own credit risk

   (96)   132   —   (36)   — 

Share of other comprehensive gain (loss) of joint ventures and associates

   (2,656)   4,080   —   (1,122)   302 

Gain (loss) on foreign currency translation of foreign operations

   (242,806)   (2,661)   —   732   (244,735) 

Remeasurement gain (loss) related to defined benefit plan

   (152,358)   (111,401)   —   27,033   (236,726) 

Gain (loss) on valuation of derivatives designated as cash flow hedges

   777   30,655   (26,871)   (8,430)   (3,869) 

Transfer to assets held for sale

   4,145   (4,145)   —   —   — 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   (481,900)   (92,017)   (18,856)   20,563   (572,210) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*1)

The beginning balance was adjusted in accordance with IFRS 9.

(*2)

Net gain (loss) on valuation of financial assets at FVTOCI included the 1,009 million Won transfer to retained earnings due to disposal of equity securities.

(*3)2)

Gain (loss) on financial liabilities at fair value through profit or loss designated as upon initial recognition due to own credit risk included the 4 million Won transfertransferred to retained earnings due to redemption.

31. RETAINED EARNINGS AND OTHER RESERVE

   For the year ended December 31, 2019 
   Beginning
balance		  Increase
(decrease)(*)		  Reclassification
adjustments		   Income tax
effect		  Ending
balance		 

Net gain (loss) on valuation of financial assets at FVTOCI

   (87,182)   (24,180)   43,021    (3,573)   (71,914) 

Share of other comprehensive gain (loss) of joint ventures and associates

   302   (1,420)   —    2,033   915 

Gain (loss) on foreign currency translation of foreign operations

   (244,735)   96,157   —    (4,409)   (152,987) 

Remeasurement gain (loss) related to defined benefit plan

   (236,726)   (48,244)   —    13,993   (270,977) 

Gain (loss) on valuation of derivatives designated as cash flow hedges

   (3,869)   (32,719)   31,756    (860)   (5,692) 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total

   (572,210)   (10,406)   74,777    7,184   (500,655) 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

(*)

The increase and decrease of financial asset valuation profit or loss at fair value through other comprehensive income is a change due to the period evaluation and includes the amount of 29,368 million Won replaced by retained earnings due to the disposal of the equity securities.

(7)

Treasury stock

Details of treasury stocks are as follows (Unit: Shares, Korean Won in millions):

   December 31, 2019 
   Number of
shares		  Book
value		 

Beginning balance

   2,728,774   34,113 

Acquisition(*)

   57,721,387   799,886 

Disposal

   (60,450,159)   (833,999) 
  

 

 

  

 

 

 

Ending balance

   2   — 
  

 

 

  

 

 

 

(*)

At the establishment of Woori Financial Group Inc., Woori Bank acquired 15,618,008 shares of the Group. (The comprehensive stock transfer of Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Woori Fund Services Co., Woori Private Equity Asset Management Co. and the parent company, Woori Financial Group Inc. :4,164,306 shares, execution of the right to purchase shares from shareholders who were against to comprehensive stock transfer: 11,453,702 shares) In September 2019, Woori Bank acquired 42,103,377 additional shares of Woori Financial Group Inc. through a comprehensive exchange of shares of Woori Card Co., Ltd. and Woori Financial Group Inc., the parent company. 2 shares of treasury stocks have been incurred for the provision forodd-lot payment incurred during the partial stock replacement of the shareholders who possess physical stock certificate.

29. DIVIDENDS

Dividends for the years 2018 and 2019 are 650 Won and 700 Won, respectively, and the total amount of dividends paid are 437,626 million Won and 505,587million Won, respectively. The dividends for the current period were approved on March 25, 2020.

30. NET INTEREST INCOME

 

(1)

Details of retained earningsinterest income recognized are as follows (Unit: Korean Won in millions):

 

      December 31,
2017		   December 31,
2018		 

Legal reserve

  Earned surplus reserve   1,729,754    1,857,754 
  Other legal reserve   45,668    46,384 
    

 

 

   

 

 

 
  

Sub-total

   1,775,422    1,904,138 
    

 

 

   

 

 

 

Voluntary reserve

  Business rationalization reserve   8,000    8,000 
  Reserve for financial structure improvement   235,400    235,400 
  Additional reserve   7,418,806    7,759,804 
  Regulatory reserve for credit loss   2,438,191    2,578,457 
  Revaluation reserve   751,964    715,860 
  Other voluntary reserve   11,700    — 
    

 

 

   

 

 

 
  

Sub-total

   10,864,061    11,297,521 
    

 

 

   

 

 

 

Retained earnings before appropriation(*)

   2,980,523    3,922,998 
    

 

 

   

 

 

 
  

Total

   15,620,006    17,124,657 
    

 

 

   

 

 

 
   For the years ended December 31 
   2017   2018   2019 

Financial assets at FVTPL (IFRS 9)

   —    54,243    50,619 

Financial assets at FVTOCI

   —    280,371    474,751 

Financial assets at amortized cost

      

Securities at amortized cost

   —    376,788    436,340 

Loans and other financial assets at amortized cost:

      

Interest on due from banks

   —    112,581    141,330 

Interest on loans

   —    8,832,485    9,443,740 

Interest of other receivables

   —    28,031    29,990 
  

 

 

   

 

 

   

 

 

 

Sub-total

   —    9,349,885    10,051,400 
  

 

 

   

 

 

   

 

 

 

Financial assets at FVTPL (IAS 39)

   53,348    —    — 

AFS financial assets

   239,030    —    — 

HTM financial assets

   307,965    —    — 

Loans and receivables:

      

Interest on due from banks

   83,325    —    — 

Interest on loans

   7,835,957    —    — 

Interest of other receivables

   31,062    —    — 
  

 

 

   

 

 

   

 

 

 

Sub-total

   7,950,344    —    — 
  

 

 

   

 

 

   

 

 

 

Total

   8,550,687    9,684,499    10,576,770 
  

 

 

   

 

 

   

 

 

 

 

(*)(2)

The unappropriated retained earnings for the current period has been restated in accordance with IFRS 9.

i.

Earned surplus reserve

In accordance with the Article 40, Banking Act, earned surplus reserve is 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.

ii.

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.

iii.

Business rationalization reserve

Pursuant to the Restriction of Special Taxation Act, 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.

iv.

Reserve for financial structure improvement

From 2002 to 2014, the Finance Supervisory Services recommended banks in Korea to appropriate at least 10 percent of net income after accumulated deficit for financial structure improvement, until tangible common equity ratio equals 5.5 percent. But this reserve is not available for payment of cash dividends; however, it can be used to reduce a deficit or be transferred to capital. The reserve and appropriationDetails of interest expense recognized are an Autonomous judgment matter of the Group since 2015.

v.

Additional reserve

Additional reserve was appropriated for capital adequacy and other management purpose.

vi.

Regulatory reserve for credit loss

In accordance with paragraphs 1 and 2 of Article 29 of the Regulation on Supervision of Banking Business (“RSBB”), if provisions for credit loss under IFRS for the accounting purpose are lower than provisions under RSBB, the Group limits such shortfall amount as regulatory reserve for credit loss.

vii.

Revaluation reserve

In accordance with attached table 3 of the Regulation on Supervision of Banking Business Enforcement Rules Revaluation reserve is the amount of limited dividends set by the board of directors to be recognized as complementary capital when the gain or loss occurred in the property revaluation by adopting IFRS.

32. DIVIDENDS

Dividends for the years 2017 and 2018 are 500 Won and 650 Won per share, respectively, and the total amount of dividends paid are 336,636 million Won and 437,626 million Won, respectively. Meanwhile, the dividends for 2018 were approved on March 27, 2019.

33. NET INTEREST INCOME

(1)

Interest income recognized is as follows (Unit: Korean Won in millions):

 

   For the years ended December 31, 
   2016   2017   2018 

Financial assets at FVTPL (IFRS 9)

   —    —    54,243 

Financial assets at FVTOCI

   —    —    280,371 

Financial assets at amortized cost

      

Securities at amortized cost

   —    —    376,788 

Loans and other financial assets at amortized cost:

      

Interest on due from banks

   —    —    112,581 

Interest on loans

   —    —    8,832,485 

Interest of other receivables

   —    —    28,031 
  

 

 

   

 

 

   

 

 

 

Sub-total

   —    —    9,349,885 
  

 

 

   

 

 

   

 

 

 

Financial assets at FVTPL (IAS 39)

   63,408    53,348    — 

AFS financial assets

   339,518    239,030    — 

HTM financial assets

   360,054    307,965    — 

Loans and receivables:

      

Interest on due from banks

   75,021    83,325    — 

Interest on loans

   7,635,791    7,835,957    — 

Interest of other receivables

   38,520    31,062    — 
  

 

 

   

 

 

   

 

 

 

Sub-total

   7,749,332    7,950,344    — 
  

 

 

   

 

 

   

 

 

 

Total

   8,512,312    8,550,687    9,684,499 
  

 

 

   

 

 

   

 

 

 

(2)

Interest expense recognized is as follows (Unit: Korean Won in millions):

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Interest on deposits due to customers

   2,547,142    2,380,263    2,917,165    2,380,263    2,917,165    3,424,441 

Interest on borrowings

   215,240    238,212    306,739    238,212    306,739    383,213 

Interest on debentures

   619,255    638,653    720,394    638,653    720,394    777,322 

Other interest expense

   111,131    72,909    89,250    72,909    89,250    89,002 

Interest on lease liabilities

   —    —    9,086 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   3,492,768    3,330,037    4,033,548    3,330,037    4,033,548    4,683,064 
  

 

   

 

   

 

   

 

   

 

   

 

 

34.31. NET FEES AND COMMISSIONS INCOME

 

(1)

Details of fees and commissions income recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Fees and commission received for brokerage

   166,317    164,041    162,344    164,041    162,344    156,578 

Fees and commission received related to credit

   170,329    166,364    173,233    166,364    173,233    189,597 

Fees and commission received for electronic finance

   107,985    110,105    121,250    110,105    121,250    137,289 

Fees and commission received on foreign exchange handling

   53,468    58,383    60,433    58,383    60,433    61,756 

Fees and commission received on foreign exchange

   54,924    61,552    66,036    61,552    66,036    92,408 

Fees and commission received for guarantee

   66,549    65,779    65,254    65,779    65,254    71,106 

Fees and commission received on credit card

   954,502    1,072,423    598,705    1,072,423    598,705    548,580 

Fees and commission received on securities business

   70,928    80,872    96,379    80,872    96,379    113,346 

Fees and commission from trust management

   78,211    141,766    177,456    141,766    177,456    180,290 

Fees and commission received on credit information

   11,017    11,737    12,985    11,737    12,985    12,626 

Other fees

   131,240    136,176    146,689    136,176    146,689    145,750 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   1,865,470    2,069,198    1,680,764    2,069,198    1,680,764    1,709,326 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(2)

Details of fees and commissions expense incurred are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Fees and commissions paid

   162,170    164,834    174,669    164,834    174,669    189,789 

Credit card commission

   760,913    828,363    428,613    828,363    428,613    407,689 

Brokerage commission

   739    558    1,833    558    1,833    775 

Others

   4,517    4,977    5,675    4,977    5,675    8,445 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   928,339    998,732    610,790    998,732    610,790    606,698 
  

 

   

 

   

 

   

 

   

 

   

 

 

35.32. DIVIDEND INCOME

 

(1)

Details of dividend income recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Financial assets at FVTPL (IFRS 9)

   —    —    67,892    —    67,892    86,979 

Financial assets at FVTPL (IAS 39)

   996    446    —    446    —    — 

Financial assets at FVTOCI

   —    —    22,660    —    22,660    20,980 

AFS financial assets

   183,514    124,546    —    124,546    —    — 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   184,510    124,992    90,552    124,992    90,552    107,959 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(2)

Details of dividends related to financial assets at FVTOCI are as follows (Unit: Korean Won in millions):

 

For the year ended December 31, 2018

Dividend income recognized from assets held Equity securities

22,386

Dividend income recognized from assets derecognized

274

Total

22,660

     For the years ended December 31   
       2018           2019     

Dividend income recognized from assets held

    

Equity securities

   22,386    20,980 

Dividend income recognized in assets derecognized

   274    — 
  

 

 

   

 

 

 

Total

   22,660    20,980 
  

 

 

   

 

 

 

36.33. NET GAIN OR LOSS ON FINANCIAL INSTRUMENTS AT FAIR VALUE THROUGH PROFIT OR LOSS MANDATORILY MEASURED AT FAIR VALUE (IFRS 9 AND IAS 39)

 

(1)

Details of gaingains or losslosses related to net gain or loss on financial instruments at FVTPL (IFRS 9 and IAS 39) are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016 2017 2018   2017 2018   2019 

Gain on financial instruments at fair value through profit or loss mandatorily measured at fair value

   —   —  196,959    —  196,959    58,692 

Gain on financial instruments held for trading

   185,786  6,123   —    6,123   —    — 

Gain on financial instruments at fair value through profit or loss designated as upon initial recognition

   —   —  17,484 

Gain(loss) on financial instruments at fair value through profit or loss designated as upon initial recognition

   —  17,484    (33,237) 

Loss on financial instruments designed as at fair value through profit or loss

   (71,399)  (110,950)   —    (110,950)   —    — 
  

 

  

 

  

 

   

 

  

 

   

 

 

Total

   114,387  (104,827)  214,443    (104,827)  214,443    25,455 
  

 

  

 

  

 

   

 

  

 

   

 

 

(2)

Details of net gain or loss on financial instrumentinstruments at fair value through profit or loss mandatorily measured at fair value and financial instruments held for trading are as follows (Unit: Korean Won in millions):

 

        For the years ended December 31,         For the years ended December 31 
        2016 2017 2018         2017 2018 2019 

Financial assets at FVTPL (financial assets held for trading)

  Securities  Gain on valuation  ��9,323  2,764  137,237   Securities  Gain on valuation   2,764  137,237  121,794 
    Gain on disposals   24,509  20,528  45,105     Gain on disposals   20,528  45,105  64,600 
    Loss on valuation   (12,681)  (13,757)  (25,499)     Loss on valuation   (13,757)  (25,499)  (61,288) 
    Loss on disposals   (11,524)  (6,466)  (26,728)     Loss on disposals   (6,466)  (26,728)  (19,018) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   9,627  3,069  130,115     

Sub-total

   3,069  130,115  106,088 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Loans

  Gain on valuation   —   —  1,606   

Loans

  Gain on valuation   —  1,606  1,037 
    Gain on disposals   —   —  4,136     Gain on disposals   —  4,136  519 
    Loss on valuation   —   —  (4,805)     Loss on valuation   —  (4,805)  (21) 
    Loss on disposals   —   —  (117)     Loss on disposals   —  (117)   — 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   —   —  820     

Sub-total

   —  820  1,535 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Other

  

Gain on valuation

   13,628  6,524  2,050   

Other

  

Gain on valuation

   6,524  2,050  2,062 
  

financial

  

Gain on disposals

   2,404  2,353  530   

financial

  

Gain on disposals

   2,353  530  1,901 
  

assets

  

Loss on valuation

   (14,033)  (7,885)  (2,280)   

assets

  

Loss on valuation

   (7,885)  (2,280)  (1,755) 
    

Loss on disposals

   (1,644)  (619)  (86)     

Loss on disposals

   (619)  (86)  (1,815) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   355  373  214     

Sub-total

   373  214  393 
      

 

  

 

  

 

       

 

  

 

  

 

 
  Sub-total   9,982  3,442  131,149   

Sub-total

   3,442  131,149  108,016 
      

 

  

 

  

 

       

 

  

 

  

 

 

Derivatives

(Held for trading)

  

Interest rate derivatives

  

Gain on transactions and valuation

   1,423,606  1,088,192  1,255,581   

Interest rate derivatives

  

Gain on transactions and valuation

   1,088,192  1,255,581  1,507,254 
    

Loss on transactions and valuation

   (1,401,582)  (1,043,312)  (1,303,244)     

Loss on transactions and valuation

   (1,043,312)  (1,303,244)  (1,615,833) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   22,024  44,880  (47,663)     

Sub-total

   44,880  (47,663)  (108,579) 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Currency derivatives

  

Gain on transactions and valuation

   5,804,420  7,253,426  4,935,922   

Currency derivatives

  

Gain on transactions and valuation

   7,253,426  4,935,922  6,872,513 
    

Loss on transactions and valuation

   (5,683,357)  (7,408,741)  (4,822,915)     

Loss on transactions and valuation

   (7,408,741)  (4,822,915)  (6,855,447) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   121,063  (155,315)  113,007     

Sub-total

   (155,315)  113,007  17,066 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Equity derivatives

  

Gain on transactions and valuation

   293,657  511,220  486,560   

Equity derivatives

  

Gain on transactions and valuation

   511,220  486,560  839,196 
    

Loss on transactions and valuation

   (259,280)  (397,462)  (484,986)     

Loss on transactions and valuation

   (397,462)  (484,986)  (796,336) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   34,377  113,758  1,574     

Sub-total

   113,758  1,574  42,860 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Other derivatives

  

Gain on transactions and valuation

   50,139  4,056  4,138   

Other derivatives

  

Gain on transactions and valuation

   4,056  4,138  695 
    

Loss on transactions and valuation

   (51,799)  (4,698)  (5,246)     

Loss on transactions and valuation

   (4,698)  (5,246)  (1,366) 
      

 

  

 

  

 

       

 

  

 

  

 

 
    

Sub-total

   (1,660)  (642)  (1,108)     

Sub-total

   (642)  (1,108)  (671) 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Sub-total

   175,804  2,681  65,810   

Sub-total

   2,681  65,810  (49,324) 
      

 

  

 

  

 

       

 

  

 

  

 

 
  

Total

   185,786  6,123  196,959   

Total

   6,123  196,959  58,692 
      

 

  

 

  

 

       

 

  

 

  

 

 

(3)

Details of net gain (loss)gain(loss) on financial instrumentinstruments at fair value through profit or loss designated as upon initial recognition and Losses on financial instruments designated as at fair value through profit or loss are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
          2016                 2017                 2018                   2017                 2018                 2019         

Gain (loss) on equity-linked securities:

    

Gain(loss) on equity-linked securities:

    

Loss on disposal of equity-linked securities

   (24,165)  (79,965)  (2,058)    (79,965)  (2,058)  (16,006) 

Gain (loss) on valuation of equity-linked securities

   (52,007)  (32,511)  17,945 

Gain(loss) on valuation of equity-linked securities

   (32,511)  17,945  (17,231) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Sub-total

   (76,172)  (112,476)  15,887    (112,476)  15,887  (33,237) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Gain on other securities:

        

Gain on disposals of securities

   14   —   — 

Gain on valuation of other securities

   882  290   —    290   —   — 
  

 

  

 

  

 

   

 

  

 

  

 

 

Sub-total

   896  290   —    290   —   — 
  

 

  

 

  

 

   

 

  

 

  

 

 

Gain on other financial instruments:

        

Gain on valuation of other financial instruments

   3,877  1,236  1,597    1,236  1,597   — 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   (71,399)  (110,950)  17,484    (110,950)  17,484  (33,237) 
  

 

  

 

  

 

   

 

  

 

  

 

 

37.34. NET GAIN OR LOSS ON FINANCIAL ASSETS AT FVTOCI AND AFS FINANCIAL ASSETS

Details of net gain or loss on financial assets at FVTOCI and AFS financial assets recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
          2016                 2017                 2018                   2017                 2018                   2019         

Gain on redemption of securities

   721  47  53    47  53    15 

Gain on transaction of securities

   47,985  223,961  1,994    223,961  1,994    11,000 

Impairment loss on securities

   (49,741)  (31,300)   —    (31,300)   —    — 
  

 

  

 

  

 

   

 

  

 

   

 

 

Total

   (1,035)  192,708  2,047    192,708  2,047    11,015 
  

 

  

 

  

 

   

 

  

 

   

 

 

38.35. REVERSAL OF (PROVISION FOR) IMPAIRMENT REVERSAL (LOSS)LOSSES DUE TO CREDIT LOSS

Impairment reversal (loss)Reversal of (provision for) impairment losses due to credit loss are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
          2016                 2017                 2018                   2017                 2018                 2019         

Impairment loss due to credit loss on financial assets measured at FVTOCI

   —   —  (2,027)    —  (2,027)  (3,297) 

Impairment loss due to credit loss on securities at amortized cost

   —   —  (1,922) 

Reversal of (provision for) impairment loss due to credit loss on securities at amortized cost

   —  (1,922)  1,415 

Provision for credit loss on loan and other financial assets at amortized cost

   —   —  (415,084)    —  (415,084)  (385,758) 

Impairment loss due to credit loss

   (890,763)  (862,273)   —    (862,273)   —   — 

Reversal of provision on guarantee

   59,780  55,424  105,985    55,424  105,985  4,352 

Reversal of provision on (provision for) unused loan commitment

   (3,093)  21,716  (16,526)    21,716  (16,526)  9,044 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   (834,076)  (785,133)  (329,574)    (785,133)  (329,574)  (374,244) 
  

 

  

 

  

 

   

 

  

 

  

 

 

39.36. GENERAL AND ADMINISTRATIVE EXPENSES AND OTHER NET OPERATING INCOME (EXPENSES)

 

(1)

Details of general and administrative expenses recognized are as follows (Unit: Korean Won in millions):

 

         For the years ended December 31,          For the years ended December 31 
         2016   2017   2018          2017   2018   2019 

Salaries

  Short-term   Salaries    1,323,007    1,317,826    1,484,236   Short-term   Salaries    1,317,826    1,484,236    1,584,791 
  employee benefits   Employee benefits    466,585    559,562    468,012   employee benefits   Employee benefits    559,562    468,012    475,238 
  Retirement benefit service costs

 

   156,356    146,848    145,149   Share based payments

 

   —    —    6,328 
  Termination     179,286    299,562    225,106   Retirement benefit service costs

 

   146,848    145,149    168,423 
      

 

   

 

   

 

   Termination     299,562    225,106    156,441 
  

Sub-total

 

   2,125,234    2,323,798    2,322,503       

 

   

 

   

 

 
      

 

   

 

   

 

   

Sub-total

 

   2,323,798    2,322,503    2,391,221 
      

 

   

 

   

 

 

Depreciation and amortization

       248,269    183,601    216,735        183,601    216,735    481,176 
      

 

   

 

   

 

 
          

Other general and administrative expenses

  Rent     311,992    313,080    321,198   Rent     313,080    321,198    85,705 
  Taxes and public dues     102,531    111,248    115,454   Taxes and public dues

 

   111,248    115,454    137,137 
  Service charges     244,543    198,828    222,530   Service charges

 

   198,828    222,530    235,117 
  Computer and IT related

 

   83,978    70,936    88,689   Computer and IT related

 

   70,936    88,689    93,573 
  Telephone and communication

 

   63,699    65,015    70,618   Telephone and communication

 

   65,015    70,618    70,220 
  Operating promotion     48,115    43,850    43,540   Operating promotion     43,850    43,540    45,594 
  Advertising     76,153    68,942    72,450   Advertising     68,942    72,450    85,887 
  Printing     9,502    8,633    8,601   Printing     8,633    8,601    7,845 
  Traveling     11,681    13,064    12,757   Traveling     13,064    12,757    13,255 
  Supplies     6,827    6,795    7,071   Supplies     6,795    7,071    7,736 
  Insurance premium     8,092    8,548    8,355   Insurance premium     8,548    8,355    9,668 
  Reimbursement     26,846    27,516    23,474   Reimbursement     27,516    23,474    23,577 
  Maintenance     16,470    16,081    17,384   Maintenance     16,081    17,384    18,495 
  Water, light and heating     15,006    14,165    14,686   Water, light and heating     14,165    14,686    15,272 
  Vehicle maintenance     9,987    9,902    10,264   Vehicle maintenance     9,902    10,264    10,564 
  Others     69,551    46,799    47,724   Others     46,799    47,724    34,035 
      

 

   

 

   

 

       

 

   

 

   

 

 
  

Sub-total

     1,104,973    1,023,402    1,084,795   

Sub-total

     1,023,402    1,084,795    893,680 
      

 

   

 

   

 

       

 

   

 

   

 

 
  

Total

     3,478,476    3,530,801    3,624,033   

Total

     3,530,801    3,624,033    3,766,077 
      

 

   

 

   

 

   

 

   

 

   

 

 

 

(2)

Details of other operating income recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Gain on transactions of foreign exchange

   4,791,772    3,391,095    1,227,561    3,391,095    1,227,561    602,115 

Gain on disposals of loans and receivables(*1)

   204,239    205,490    —    205,490    —    — 

Gain related to derivatives (Designated for hedging)

   130    122    35,810    122    35,810    126,651 

Gain on fair value hedged items

   99,302    53,532    42,797    53,532    42,797    231 

Others(*2)

   112,079    86,159    82,417    86,159    82,417    45,706 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,207,522    3,736,398    1,388,585    3,736,398    1,388,585    774,703 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(*1)

Gain (loss) on disposal of loan and receivables occurred during the year ended December 31, 2018 was presented as a separate account named ‘Net gain related to financial assets at amortized cost’ in accordance with the adoption of IFRS 9.

(*2)

Other income includes income amounting to 74,700 million Won, 29,336 million Won and 29,316 million Won for the years ended December 31, 2016, 2017 and 2018, respectively, which are relatedthat the Group recognized for it is to the Group’s expected paymentsreceive from other creditor financial institutions in accordance with the creditor financial institutions committee agreement.

 

(3)

Details of other operating expenses recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018   2017   2018   2019 

Losses on transactions of foreign exchange

   4,706,055    2,886,535    991,423    2,886,535    991,423    192,331 

KDIC deposit insurance premium

   298,804    304,055    315,315    304,055    315,315    333,600 

Contribution to miscellaneous funds

   295,601    286,000    298,416    286,000    298,416    317,667 

Losses on disposals of loans and receivables(*1)

   4,265    9,221    —    9,221    —    — 

Losses related to derivatives (Designated for hedging)

   98,981    109,569    36,483    109,569    36,483    3,686 

Losses on fair value hedged items

   475    —    17,299    —    17,299    86,214 

Others(*2)

   171,120    172,331    124,240    172,331    124,240    143,786 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   5,575,301    3,767,711    1,783,176    3,767,711    1,783,176    1,077,284 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(*1)

Loss on disposal of loan and receivables occurred during the year ended December 31, 2018 was presented as a separate account named ‘Net gain related to financial assets at amortized cost’ in accordance with the adoption of IFRS 9.

(*2)

Others include such expenses amounting to 109,063 million Won, 5,237 million Won and 1,594 million Won for the years ended December 31, 2016, 2017 and 2018, respectively, that are related to the Group’s expected payments to other creditor financial institutions in accordance with the creditor financial institutions committee agreement. In addition, they include 48,292 million Won, 51,770 million Won and 48,29222,317 million Won for the years ended December 31, 2017, 2018 and 2018,2019, respectively, of intangible asset amortization expense.

 

40.(4)

Share-based payment

Details of performance condition share-based payment granted to executives as of December 31, 2019 is as follows.

1) Performance condition share-based payment

Subject toShares granted for the year 2019
Type of paymentCash-settled
Vesting periodJanuary 1, 2019 ~ December 31, 2022
Date of payment2023-01-01
Number of shares measured as of the closing date(*)524,746 shares

(*)

The number of payable stocks is granted at the initial contract date and the payment rate is determined based on the achievement of thepre-determined performance targets. Performance is evaluated as long-term performance indication including relative shareholder return, net income, return on equity (ROE),non-performing loan ratio and job performance.

2) The Group accounts for performance condition share-based payments according to the cash-settled method and the fair value of the liabilities is reflected in the compensation costs byre-measuring every closing period. As of December 31, 2019, the book value of the liabilities related to the performance condition share-based payments recognized by the Group is 6,328 million Won.

37. OTHERNON-OPERATING INCOME (EXPENSES)

 

(1)

Details of gains or losses on valuation of investments in joint ventures and associates are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
      2016         2017         2018       2017 2018 2019 

Gains on valuation of investments in joint ventures and associates

   36,757  83,506  25,791    83,506  25,791  103,775 

Losses on valuation of investments in joint ventures and associates

   (55,091)  (70,117)  (22,595)    (70,117)  (22,595)  (16,144) 

Impairment losses of investments in joint ventures and associates

   (1,173)  (114,903)  (177)    (114,903)  (177)  (3,634) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total

   (19,507)  (101,514)  3,019    (101,514)  3,019  83,997 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(2)

Details of othernon-operating income and expenses recognized are as follows (Unit: Korean Won in millions):

 

   For the years ended December 31, 
       2016          2017          2018     

Othernon-operating income

   132,272   84,361   129,709 

Othernon-operating expenses

   (133,582)   (190,083)   (87,157) 
  

 

 

  

 

 

  

 

 

 

Total

   (1,310)   (105,722)   42,552 
  

 

 

  

 

 

  

 

 

 
   For the years ended December 31 
   2017  2018  2019 

Othernon-operating income

   84,361   129,709   68,459 

Othernon-operating expenses

   (190,083)   (87,157)   (229,383) 
  

 

 

  

 

 

  

 

 

 

Total

   (105,722)   42,552   (160,924) 
  

 

 

  

 

 

  

 

 

 

(3)

Details of othernon-operating income recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
      2016           2017           2018           2017           2018           2019     

Rental fee income

   7,291    6,973    6,835    6,973    6,835    10,106 

Gains on disposal of investments in joint ventures and associates

   23,457    39,932    50,511    39,932    50,511    — 

Gains on disposal of premises and equipment, intangible assets and other assets

   1,885    5,028    30,278    5,028    30,278    1,632 

Reversal of impairment loss of premises and equipment, intangible assets and other assets

   3,581    666    761    666    761    103 

Others

   96,058    31,762    41,324    31,762    41,324    56,618 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   132,272    84,361    129,709    84,361    129,709    68,459 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(4)

Details of othernon-operating expenses recognized are as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
      2016           2017           2018       2017   2018   2019 

Depreciation on investment properties

   3,762    3,902    4,045    3,902    4,045    2,225 

Interest expenses of refundable deposits

   496    459    620    459    620    834 

Losses on disposal of investment in joint ventures and associates

   15,060    38,713    2,931    38,713    2,931    — 

Losses on disposal of premises and equipment, intangible assets and other assets

   9,718    9,994    1,160    9,994    1,160    3,433 

Impairment losses of premises and equipment, intangible assets and other assets

   1,936    390    87    390    87    28,295 

Donation

   43,939    98,132    51,983    98,132    51,983    62,545 

Others

   58,671    38,493    26,331    38,493    26,331    132,051 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   133,582    190,083    87,157    190,083    87,157    229,383 
  

 

   

 

   

 

   

 

   

 

   

 

 

41.

38. INCOME TAX EXPENSE

 

(1)

Details of income tax expenses are as follows (Unit: Korean Won in millions):

 

   For the years ended December 31, 
       2016          2017          2018     

Current tax expense:

    

Current tax expense with respect to the current period

   332,996   471,669   432,645 

Adjustments recognized in the current period in relation to the tax expense of prior periods

   (22,138)   (5,209)   5,923 
  

 

 

  

 

 

  

 

 

 

Sub-total

   310,858   466,460   438,568 
  

 

 

  

 

 

  

 

 

 

Deferred tax expense (income):

    

Changes in deferred tax assets (liabilities) relating to the temporary differences

   (35,002)   (47,042)   314,655 
  

 

 

  

 

 

  

 

 

 

Income tax expense

   275,856   419,418   753,223 
  

 

 

  

 

 

  

 

 

 
   For the years ended December 31 
   2017  2018   2019 

Current tax expense:

     

Current tax expense with respect to the current period

   471,669   432,645    612,680 

Adjustments recognized in the current period in relation to the tax expense of prior periods

   (5,209)   5,923    (65,227) 
  

 

 

  

 

 

   

 

 

 

Sub-total

   `466,460   438,568    547,453 
  

 

 

  

 

 

   

 

 

 

Deferred tax expense (income):

     

Changes in deferred tax assets (liabilities) relating to the temporary differences

   (47,042)   314,655    138,000 
  

 

 

  

 

 

   

 

 

 

Income tax expense

   419,418   753,223    685,453 
  

 

 

  

 

 

   

 

 

 

(2)

Income tax expense reconciled to net income before income tax expense is as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
          2016                 2017                 2018           2017 2018 2019 

Net income before income tax expense

   1,553,389  1,949,506  2,804,872    1,949,506  2,804,872  2,723,049 

Tax calculated at statutory tax rate(*)

   375,458  471,318  760,978    471,318  760,978  738,476 

Adjustments:

        

Effect of income that is exempt from taxation

   (75,166)  (55,983)  (49,418)    (55,983)  (49,418)  (61,730) 

Effect of expenses that are not deductible in determining taxable income

   13,664  22,254  18,639    22,254  18,639  31,549 

Adjustments recognized in the current period in relation to the current tax of prior periods

   (22,138)  (5,209)  5,923    (5,209)  5,923  (65,227) 

Others

   (15,962)  (12,962)  17,101    (12,962)  17,101  42,385 
  

 

  

 

  

 

   

 

  

 

  

 

 

Sub-total

   (99,602)  (51,900)  (7,755)    (51,900)  (7,755)  (53,023) 
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax expense

   275,856  419,418  753,223    419,418  753,223  685,453 
  

 

  

 

  

 

   

 

  

 

  

 

 

Effective tax rate

   17.76%  21.5%  26.9%    21.5%  26.9%  25.2% 

 

(*)

The applicable income tax rate: 1) 11% for taxable income below 200 million Won, 2) 22% for above 200 million Won and below 20 billion Won, 3) 24.2% for above 20 billion Won and below 300 billion Won, 4) 27.5% for above 300 billion Won.

(3)

Changes in cumulative temporary differences for the years ended December 31, 2017, 2018 and 2019, are as follows (Unit: Korean Won in millions):

 

   For the year ended December 31, 2016 
   Beginning
balance		  Recognized
as income
(expense)		  Recognized as
other
comprehensive
income
(expense)		  Ending
balance		 

Gain (loss) on financial assets at FVTPL

   445,729   (18,524)   —   427,205 

Gain (loss) on AFS financial assets

   (121,536)   57   (666)   (122,145) 

Gain (loss) on valuation using the equity method of accounting

   5,106   26,500   1,337   32,943 

Gain (loss) on valuation of derivatives

   (39,774)   (4,079)   —   (43,853) 

Accrued income

   (82,148)   12,188   —   (69,960) 

Provision for loan losses

   (50,504)   3,693   —   (46,811) 

Loan and receivables written off

   54,225   (310)   —   53,915 

Loan origination costs and fees

   (103,912)   (4,190)   —   (108,102) 

Defined benefit liability

   203,423   32,536   (10,914)   225,045 

Deposits with employee retirement insurance trust

   (187,044)   (39,277)   —   (226,321) 

Provision for guarantee

   69,225   (28,087)   —   41,138 

Other provision

   27,898   4,494   —   32,392 

Others

   (29,470)   50,001   (5,993)   14,538 
  

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax assets

   191,218   35,002   (16,236)   209,984 
  

 

 

  

 

 

  

 

 

  

 

 

 

  For the year ended December 31, 2017   For the year ended December 31, 2017 
  Beginning
balance		 Recognized
as income
(expense)		 Recognized as
other
comprehensive
income (expense)		 Ending
balance		   Beginning
balance		 Recognized
as income
(expense)		 Recognized as
other
comprehensive
income
(expense)		 Ending
balance		 

Gain (loss) on financial assets

   407,128  72,945  (1,008)  479,065    407,128  72,945  (1,008)  479,065 

Gain (loss) on valuation using the equity method of accounting

   32,859  (6,473)  (1,904)  24,482    32,859  (6,473)  (1,904)  24,482 

Gain (loss) on valuation of derivatives

   (43,818)  33,806  (248)  (10,260)    (43,818)  33,806  (248)  (10,260) 

Accrued income

   (69,959)  8,972   —  (60,987)    (69,959)  8,972   —  (60,987) 

Provision for loan losses

   (46,811)  (886)   —  (47,697)    (46,811)  (886)   —  (47,697) 

Loan and receivables written off

   53,915  (44,138)   —  9,777    53,915  (44,138)   —  9,777 

Loan origination costs and fees

   (108,102)  (29,218)   —  (137,320)    (108,102)  (29,218)   —  (137,320) 

Defined benefit liability

   225,045  54,533  4,656  284,234    225,045  54,533  4,656  284,234 

Deposits with employee retirement insurance trust

   (226,321)  (61,012)   —  (287,333)    (226,321)  (61,012)   —  (287,333) 

Provision for guarantee

   41,138  (10,536)   —  30,602    41,138  (10,536)   —  30,602 

Other provision

   32,392  12,761   —  45,153    32,392  12,761   —  45,153 

Others(*)

   (87,479)  16,289  (1,075)  (72,265)    (87,479)  16,289  (1,075)  (72,265) 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

Net deferred tax assets

   209,987  47,043  421  257,451    209,987  47,043  421  257,451 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

 

(*)

Among the deferred tax assets and liabilities classified as ‘Others,’ the deferred tax asset arising from unused tax losses amounts to 15,652 million Won.

  For the year ended December 31, 2018 
     IFRS 9 adoption effect                
  Beginning
balance		  Recognized
as retained
earnings		  Recognized as
other
comprehensive
income (loss)		  Beginning
balance
after
IFRS 9
adoption		  Business
combination		  Recognized
as income
(expense)		  Recognized as
other
comprehensive
income
(expense)(*2)		  Ending
Balance		 

Gain (loss) on financial assets

  479,065   (150,140)   149,796   478,721   —   (102,170)   (4,205)   372,346 

Gain on valuation using the equity method of accounting

  24,482   —   —   24,482   —   3,203   669   28,354 

Gain (loss) on valuation of derivatives

  (10,260)   (3,990)   —   (14,250)   —   (13,617)   360   (27,507) 

Accrued income

  (60,987)   —   —   (60,987)   621   4,520   —   (55,846) 

Provision for loan losses

  (47,697)   47,446   —   (251)   399   (52,493)   —   (52,345) 

Loan and receivables written off

  9,777   —   —   9,777   —   (3,105)   —   6,672 

Loan origination costs and fees

  (137,320)   36   —   (137,284)   —   (17,147)   —   (154,431) 

Defined benefit liability

  284,234   —   —   284,234   317   43,821   31,715   360,087 

Deposits with employee retirement insurance trust

  (287,333)   —   —   (287,333)   —   (31,092)   95   (318,330) 

Provision for guarantee

  30,602   1,370   —   31,972   —   (20,598)   —   11,374 

Other provision

  45,153   25,879   —   71,032   —   4,162   —   75,194 

Others(*1)

  (72,265)   4,917   —   (67,348)   44   (130,137)   (6,642)   (204,083) 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax assets

  257,451   (74,482)   149,796   332,765   1,381   (314,653)   21,992   41,485 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(*1)

Among the deferred tax assets and liabilities classified as ‘Others,’ the deferred tax asset arising from unused tax losses amounts to 18,154 million Won.

(*2)

Includes 1,429 million Won presented onnon-controlling interests.

   For the year ended December 31, 2019 
   Beginning
balance		  Business
combination		  Recognized
as income
(expense)		  Recognized as
other
comprehensive
income
(expense)(*2)		  Ending
Balance		 

Gain (loss) on financial assets

   372,346   1,360   (91,781)   (3,573)   278,352 

Gain (loss) on valuation using the equity method of accounting

   28,354   90   (17,648)   (83)   10,713 

Gain (loss) on valuation of derivatives

   (27,507)   6   (48,217)   306   (75,412) 

Accrued income

   (55,846)   (52)   (10,486)   —   (66,384) 

Provision for loan losses

   (52,345)   —   (366)   —   (52,711) 

Loan and receivables written off

   6,672   —   221   —   6,893 

Loan origination costs and fees

   (154,431)   —   (8,011)   —   (162,442) 

Defined benefit liability

   360,087   1,131   21,234   13,850   396,302 

Deposits with employee retirement insurance trust

   (318,330)   (1,131)   (62,458)   143   (381,776) 

Provision for guarantee

   11,374   —   (3,459)   —   7,915 

Other provision

   75,194   76   10,958   2,228   88,456 

Others(*1)

   (204,083)   (6,927)   72,013   (5,687)   (144,684) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net deferred tax assets

   41,485   (5,447)   (138,000)   7,184   (94,778) 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)

Among the deferred tax assets and liabilities classified as ‘Others,’ the deferred tax asset arising from unused tax losses amounts to 21,656 million Won.

(*2)

Includes 2,737 million Won presented onnon-controlling interests.

(4)

Unrealizable temporary differences are as follows (Unit: Korean Won in millions):

 

  December 31, 2017 December 31, 2018   December 31, 2018 December 31, 2019 

Deductible temporary differences

   126,818  272,911    272,911  171,714 

Tax loss carry forward

   96,135  149,035    149,035  41,546 

Taxable temporary differences

   (1,298,586)  (868,541)    (868,541)  (8,024,406) 
  

 

  

 

   

 

  

 

 

Total

   (1,075,633)  (446,595)    (446,595)  (7,811,146) 
  

 

  

 

   

 

  

 

 

No deferred income tax asset has been recognized for the deductible temporary difference of 227,144165,679 million Won associated with investments in subsidiaries and associates as of December 31, 2018,2019, because it is not probable that the temporary differences will be reversed in the foreseeable future. 45,7676,035 million Won associated with others, respectively, as of December 31, 2018,2019, due to the uncertainty that these will be realized in the future.

No deferred income tax liability has been recognized for the taxable temporary difference of 866,2948,024,406 million Won associated with investment in subsidiaries and associates as of December 31, 2018,2019, due to the following reasons:

 

The Group is able to control the timing of the reversal of the temporary difference.

 

It is probable that the temporary difference will not be reversed in the foreseeable future.

2,247 million Won associated with others are not recognized as deferred tax liabilities as it is not probable that the associated temporary differences will be reversed in the foreseeable future.

As of December 31, 2018,2019, the expected extinctive date of tax loss carry forward that are not recognized as deferred tax assets are as follows (Unit: Korean Won in millions):

 

   1 year or less   1 – 2 years   2 – 3 years   More than 3 years 

Tax loss carry forward

   —    —    —    149,03541,546 

 

(5)

Details of accumulated deferred tax charged directly to other equity are as follows (Unit: Korean Won in millions):

 

   December 31, 2017  December 31, 2018 

Net gain on valuation of financial assets at FVTOCI

   —   31,422 

Loss on valuation of AFS securities

   (114,169)  

Share of other comprehensive loss of and associates

   (954)   (285) 

Gain on foreign currency translation of foreign operations

   15,855   8,183 

Remeasurements of the net defined benefit liability

   56,317   88,127 

Gain (loss) on derivatives designated as cash flow hedge

   (248)   1,140 
  

 

 

  

 

 

 

Total

   (43,199)   128,587 
  

 

 

  

 

 

 
   December 31, 2018  December 31, 2019 

Gain on valuation of financial assets at FVTOCI

   31,422   27,849 

Share of other comprehensive gain (loss) of and associates

   (285)   1,748 

Gain on foreign currency translation of foreign operations

   8,183   3,774 

Remeasurements of the net defined benefit liability

   88,127   102,120 

Gain on derivatives designated as cash flow hedge

   1,140   280 
  

 

 

  

 

 

 

Total

   128,587   135,771 
  

 

 

  

 

 

 

 

(6)

Current tax assets and liabilities are as follows (Unit: Korean Won in millions)

 

  December 31, 2017   December 31, 2018   December 31, 2018   December 31, 2019 

Current tax assets

   4,722    20,730    20,730    47,367 

Current tax liabilities

   232,600    159,078    159,078    182,690 

42.

39. EARNINGS PER SHARE (“EPS”)

(1)

Basic EPS is calculated by dividing net income attributable to common shareholders by weighted-average number of common shares outstanding (Unit: Korean Won in millions, except for EPS and number of shares):

Basic EPS is calculated by dividing net income attributable to common shareholders by weighted-average number of common shares outstanding (Unit: Korean Won in millions, except for EPS and number of shares):

   For the years ended December 31 
   2017  2018  2019 

Net income attributable to owners

   1,512,148   2,033,182   1,872,207 

Dividends to hybrid securities

   (167,072)   (151,194)   (4,362) 

Net income attributable to common shareholders

   1,345,076   1,881,988   1,867,845 

Weighted-average number of common shares outstanding

   673 million shares   673 million shares   685 million shares 

Basic EPS (Unit: Korean Won)

   1,999   2,796   2,727 

 

   For the years ended December 31, 
   2016  2017  2018 

Net income attributable to owners

   1,261,266   1,512,148   2,033,182 

Dividends to hybrid securities

   (206,515)   (167,072)   (151,194) 

Net income attributable to common shareholders

   1,054,751   1,345,076   1,881,988 

Weighted-average number of common shares outstanding

   673 million shares   673 million shares   673 million shares 

Basic EPS (Unit: Korean Won)

   1,567   1,999   2,796 
(2)

The weighted average number of common shares outstanding is as follows:

   

For the year ended December 31, 2018

 
   

Period

  Number of
shares		   Dates   Accumulated
number of shares
outstanding during
period		 

Common shares issued at the beginning of the period

  2018-01-01 ~2018-12-31   673,271,226    365    245,743,997,490 
        

 

 

 
  

Sub-total (①)

 

   245,743,997,490 
  

 

 

 

Weighted average number of common shares outstanding (②=(①/365)

 

   673,271,226 
  

 

 

 

   

For the year ended December 31, 2019

 
   

Period

  Number of
shares		  Dates   Accumulated
number of shares
outstanding during
period		 

Common shares issued at the beginning of the period

  2019-01-01 ~2019-12-31   673,271,226   365    245,743,997,490 

Purchase of treasury stock

  2019-01-08 ~2019-12-31   (11,453,702)   358    (4,100,425,316) 

Disposal of treasury stock

  2019-03-22 ~2019-12-31   18,346,782   285    5,228,832,870 

Disposal of treasury stock(*)

  2019-09-26 ~2019-12-31   28,890,707   97    2,802,398,579 

Disposal of treasury stock(*)

  2019-11-12 ~2019-12-31   13,212,670   40    528,506,800 
       

 

 

 
  

Sub-total (①)

 

   250,203,310,423 
  

 

 

 

Weighted average number of common shares outstanding (②=(①/365)

 

   685,488,522 
  

 

 

 

(*)

Woori Bank disposed 42,103,377 shares of Woori Financial Group Inc. which were acquired through comprehensive stock exchange with the shares of Woori Card Co., Ltd., and its parent company, Woori Financial Group Inc.

Diluted EPS is equal to basic EPS because there is no dilution effect for the years ended December 31, 2016, 20172018 and 2018.2019.

43.

40. CONTINGENT LIABILITIES AND COMMITMENTS

 

(1)

Details of guarantees are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018   December 31, 2018   December 31, 2019 

Confirmed guarantees

        

Guarantee for loans

   157,299    125,870    125,870    89,699 

Acceptances

   320,519    371,525    371,525    391,688 

Guarantees in acceptances of imported goods

   108,238    158,179    158,179    224,746 

Other confirmed guarantees

   6,288,965    6,452,791    6,452,791    6,982,889 
  

 

   

 

   

 

   

 

 

Sub-total

   6,875,021    7,108,365    7,108,365    7,689,022 
  

 

   

 

   

 

   

 

 

Unconfirmed guarantees

        

Local letters of credit

   383,117    305,057    305,057    193,096 

Letters of credit

   3,637,787    3,322,731    3,322,731    3,081,390 

Other unconfirmed guarantees

   505,689    669,677    669,677    771,378 
  

 

   

 

   

 

   

 

 

Sub-total

   4,526,593    4,297,465    4,297,465    4,045,864 
  

 

   

 

   

 

   

 

 

Commercial paper purchase commitments and others

   1,458,101    1,260,587    1,260,587    884,031 
  

 

   

 

   

 

   

 

 

Total

   12,859,715    12,666,417    12,666,417    12,618,917 
  

 

   

 

   

 

   

 

 

 

(2)

Details of unused loan commitments and others are as follows (Unit: Korean Won in millions):

 

   December 31, 2017   December 31, 2018 

Loan commitments

   80,760,325    97,796,704 

Other commitments

   4,546,090    5,041,314 

   December 31, 2018   December
31, 2019		 

Loan commitments

   97,796,704    103,651,674 

Other commitments

   5,041,314    5,993,608 

(3)

(3) Litigation case

Legal cases where the Group is involved are as follows (Unit: Korean Won in millions):

 

  December 31, 2017   December 31, 2018   

December 31, 2018

  

December 31, 2019

  As plaintiff   As defendant   As plaintiff   As defendant   

As plaintiff

  

As defendant

  

As plaintiff

  

As defendant

Number of cases(*)

   83 cases    155 cases    77 cases    154 cases   77 cases  154 cases  119 cases  415 cases

Amount of litigation

   413,267    244,767    494,645    246,826   494,645  246,826  291,880  391,362

Provisions for litigations

     9,277      17,925   17,925  27,029

 

(*)

The numbersnumber of lawsuits as of December 31, 20172018 and 2018 do2019 does not include fraud lawsuits, etc. and those lawsuits that are filed only to extend the statute of limitation.

44.

(4)

Recently, the FSS announced ‘Results of interim inspection of Lime Asset Management Co., Ltd and future countermeasures’ regarding the deferment of the redemption of Lime Asset Management Co., Ltd. The status of the sale of the Lime Asset Management Co., Ltd. operation deferral fund of the Group is 357.7 billion Won for 1,640 accounts as of the end of December 2019. Currently, a full-time management team is dispatched to monitor the implementation of the normal repurchase and management plan of Lime and proper performance of internal control work.

(5)

The Group decided to enter into a stock sales agreement with a major shareholder of Woori Asset Trust Co., Ltd (formerly Kukje Asset Trust Co., Ltd) to acquire 44.5% interest (58.6% of voting rights) during July, 2019, and to acquire additional 21.3% interest (28.0% of voting rights) after a certain period. As a result, the Group acquired the interest of the first sales agreement in December 2019 and is planning to acquire the interest of the second sales agreement after a certain period. In regards to this acquisition, the Group recognized 111,242 million as other financial liabilities for the second sales agreement.

41. RELATED PARTY TRANSACTIONS

Related parties of the Group as of December 31, 20172018 and 2018,2019, and assets and liabilities recognized, guarantees and commitments, major transactions with related parties and compensation to key management for the years ended December 31, 20172018 and 20182019 are as follows:

 

(1)

Related parties

 

Related parties

Associates

  Woori Service Networks Co., Ltd., Korea Credit Bureau Co., Ltd., Korea Finance Security Co., Ltd., LOTTE CARD Co., Ltd, Chin Hung International Inc.,2016KIF-IMM Woori Bank Technology Venture Fund, K BANK Co., Ltd., Well to Sea No. 3 Private Equity Fund, and Others (Dongwoo C & C Co., Ltd. and other 2831 associates)

(2)

Assets and liabilities from transactions with related parties are as follows (Unit: Korean Won in millions):

 

Related party

Related party

 

A title of account

 December 31,
2017		 December 31,
2018		 

Related party

 

A title of account

 December 31,
2018		 December 31,
2019		 

Associates

 

Kumho Tire Co., Inc.(*1)

 Loans 170,917   —  

Woori Service Networks Co., Ltd.

 Loans 69  23 
 Loss allowance (156,712)   —  Loss allowance  —  (1) 
 Deposits due to customers 666   —  Deposits due to customers 1,967  1,881 
 Other liabilities 50   —  Accrued expenses  —  6 
 

Woori Service Networks Co., Ltd.

 Loans 45  69   Other liabilities 333  429 
 Deposits due to customers 1,311  1,967  

Korea Credit Bureau Co., Ltd.

 Loans 7  3 
 Other liabilities 357  333   Deposits due to customers 6,494  26 
 

Korea Credit Bureau Co., Ltd.

 Loans 6  7   Other liabilities 19   — 
 Deposits due to customers 5,586  6,494  

Korea Finance Security Co., Ltd.

 Loans 57  1,860 
 Other liabilities 54  19   Loss allowance (4)  (3) 
 

Korea Finance Security Co., Ltd.

 Loans 56  57   Deposits due to customers 5,040  1,371 
 Loss allowance  —  (4)  Other liabilities 10   — 
 Deposits due to customers 2,854  5,040  

Chin Hung International Inc.

 Loans 411  244 
 Other liabilities 7  10   Loss allowance (204)  (2) 
 

Chin Hung International Inc.

 Loans 408  411   Deposits due to customers 11,605  5,381 
 Loss allowance (22)  (204)  Other liabilities 2,974  321 
 Deposits due to customers 46,220  11,605  

LOTTE CARD Co. Ltd.

 Loans  —  7,500 
 Other liabilities 1,658  2,974   Loss allowance  —  (30) 
 

Poonglim Industrial Co., Ltd.(*2)

 Deposits due to customers 4   —   Deposits due to customers  —  2,726 
 

STX Engine Co., Ltd.(*3)

 Loans 106,176   —  

K BANK Co., Ltd.

 Loans 190  141 
 Loss allowance (88,734)   —  Account receivables  —  24 
 Deposits due to customers 18,092   —  Other assets  —  4 
 Other liabilities 29   —  

Well to Sea No.3 Private Equity Fund

 Loans 1,857  4,490 
 

STX Corporation(*3)

 Loans 47,711   —   Loss allowance (9)  (8) 
 Loss allowance (31,210)   —  Deposits due to customers 356  714 
 Deposits due to customers 77,555   —  Other liabilities 64  47 
 Other liabilities 80   —  

Others(*)

 Loans 4,783  84 
 

K BANK Co., Ltd.

 Loans 212  190   Loss allowance (324)  (84) 
 

Well to Sea No.3 Private Equity Fund

 Loans 73,810  1,857   Other assets 9  338 
 Loss allowance (39)  (9)  Deposits due to customers 8,049  5,577 
 Deposits due to customers 61  356  Other liabilities 165  172 
 Other liabilities 27  64 
 

Others(*4)

 Loans 499  4,783 
 Loss allowance (471)  (324) 
 Other assets 1  9 
 Deposits due to customers 2,906  8,049 
 Other liabilities 73  165 

(*)

Others include Saman Corporation,. Woori-ShinyoungGrowth-Cap Private Equity Fund, Uri Hanhwa Eureka Private Equity Fund, Kyesan Engineering Co., Ltd. and DAEA SNC Co., Ltd. etc., as of December 31, 2018 and 2019.

(3)

Gain or loss from transactions with related parties are as follows (Unit: Korean Won in millions):

       For the years ended
December 31		 

Related party

 

A title of account

  2017  2018  2019 

Corporation that has significant influence over the Group

 

KDIC

 

Interest expenses

   15,331   —   — 

Associates

 

Kumho Tire Co., Inc.(*1)

 

Interest income

   2,641   1,098   — 
  

Fees income

   5   —   — 
  

Interest expenses

   1   —   — 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

   155,997   (156,712)   — 
 

Woori Blackstone Korea Opportunity Private Equity Fund No.1(*2)

 

Fees income

   6,225   —   — 
 

Woori Service Networks Co., Ltd.

 

Other income

   30   30   32 
  

Interest expenses

   24   14   20 
  

Reversal of allowance for credit loss

   —   —   (3) 
  

Fees expenses

   543   561   448 
  

Other expenses

   507   580   1,423 
 

Korea Credit Bureau Co., Ltd.

 

Interest expenses

   82   62   29 
  

Fees expenses

   2,079   2,310   2,608 
 

Korea Finance Security Co., Ltd.

 

Interest expenses

   12   12   9 
  

Provisions for allowance for credit loss

   —   4   8 
  

Other expenses

   —   146   112 
 

Chin Hung International Inc.

 

Interest income

   364   —   — 
  

Fees income

   1   —   — 
  

Interest expenses

   27   43   35 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

   (4,265)   182   44 
 

STX Engine Co., Ltd.(*3)

 

Interest income

   1,417   333   — 
  

Fees income

   28   —   — 
  

Interest expenses

   147   86   — 
  

Reversal of allowance for credit losses

   (797)   (88,734)   — 
 

Samho International Co., Ltd.(*4)

 

Interest income

   486   —   — 
  

Fees income

   5   —   — 
  

Interest expenses

   334   —   — 
  

Reversal of allowance for credit losses

   (717)   —   — 
 

STX Corporation(*3)

 

Interest income

   219   —   — 
  

Fees income

   30   —   — 
  

Interest expenses

   4   2   — 
  

Reversal of allowance for credit losses

   (61,432)   (31,210)   — 
 

Woori Columbus 1st Private Equity Fund

 

Fees income

   272   —   — 

       For the years ended
December 31		 

Related party

 

A title of account

  2017   2018  2019 
 

LOTTE CARD Co., Ltd.

 

Interest income

   —    —   213 
  

Fees income

   —    —   593 
  

Interest expenses

   —    —   53 
  

Provisions for allowance for credit loss

   —    —   30 
 

K BANK Co., Ltd.

 

Fees income

   —    1,134   1,468 
  

Other income

   1,051    19   — 
 

Well to Sea No.3

Private Equity Fund

 

Interest income

   982    2,179   1,774 
  

Interest expenses

   4    9   11 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

   39    (30)   (18) 
 

Others(*5, 6)

 

Interest income

   —    233   — 
  

Fees income

   —    23   1,281 
  

Other income

   —    14   17 
  

Interest expenses

   13    40   55 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

   218    (147)   (5) 

 

(*1)

The Group lost significant influence over the entity due to the termination of the joint management procedures of the creditors’ financial institution during the year ended December 31, 2018, and thus the entity was excluded from the list of associates.

(*2)

The Group lost significant influence overentity is excluded from the list of associates due to its liquidation during the year ended December 31, 2017.

(*3)

The shares of the entity duewere sold after it was transferred to the stock consolidation and the capital increase of the associateassets held for distribution (sale) during the year ended December 31, 2018 and thus the entity was excluded from the list of associates.

(*3)4)

The shares of the entity were sold after it was transferred to assets held for sale during the yearsyear ended December 31, 20182017 and thus was excluded from the list of associates.

(*4)5)

Others include Saman Corporation,. Woori-ShinyoungGrowth-Cap Private Equity Fund, Uri Hanhwa Eureka Private Equity Fund,PCC-Woori LP Secondary Fund, Kyesan Engineering Co., Ltd. and DAEA SNC Co., Ltd. etc., as of December 31, 2019.

(*6)

Others as of December 31, 2018 include Saman Corporation, Uri Hanhwa Eureka Private Equity Fund, Kyesan Engineering Co., Ltd, DAEA SNC Co., Ltd. etc. and others as of December 31, 2017 include Saman Corporation, Kyesan Engineering Co., Ltd., Hyunwoo International Co., Ltd., DAEA SNC Co., Ltd., etc., as of December 31, 2017 and 2018.others .

 

(3)(4)

Gain or loss fromMajor loan transactions with related parties for the years ended December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

 

      For the years ended
December 31,		 

Related party

 

A title of account

 2016  2017  2018 

Corporation that has significant influence over the Group

 

KDIC(*1)

 

Interest income

  11,778   —   — 
  

Interest expenses

  20,966   15,331   — 

Associates

 

Kumho Tire Co., Inc.(*2)

 

Interest income

  2,430   2,641   1,098 
  

Fees income

  6   5   — 
  

Interest expenses

  68   1   — 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

  162   155,997   (156,712) 
 

Woori Blackstone Korea Opportunity Private Equity Fund No.1(*3)

 

Fees income

  1,364   6,225   — 
 

Woori Service Networks Co., Ltd.

 

Other income

  29   30   30 
  

Interest expenses

  49   24   14 
  

Fees expenses

  985   543   561 
  

Other expenses

  222   507   580 
 

Korea Credit Bureau Co., Ltd.

 

Interest expenses

  138   82   62 
  

Fees expenses

  1,915   2,079   2,310 
 

Korea Finance Security Co., Ltd.

 

Interest expenses

  10   12   12 
  

Impairment losses due to credit loss

  —   —   4 
  

Fee expenses

  110   —   — 
  

Other expenses

  —   —   146 
 

Chin Hung International Inc.

 

Interest income

  240   364   — 
  

Fees income

  1   1   — 
  

Interest expenses

  28   27   43 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

  (481)   (4,265)   182 
 

Poonglim Industrial Co., Ltd.

 

Interest expenses

  2   —   — 
  

Reversal of allowance for credit loss

  (1,557)   —   — 
 

Force TEC C Co., Ltd.

 

Interest income

  153   —   — 
 

Osung LST Co., Ltd.

 

Interest income

  170   —   — 
  

Interest expenses

  1   —   — 
  

Reversal of allowance for credit loss

  (338)   —   — 
 

STX Engine Co., Ltd.(*4)

 

Interest income

  1,348   1,417   333 
  

Fees income

  58   28   — 
  

Interest expenses

  97   147   86 
  

Impairment losses due to credit loss (reversal of allowance for credit loss)

  63,866   (797)   (88,734) 
     For the year ended December 31, 2018 

Related parties

 Beginning
balance		  Loan  Collection  Others  Ending
balance(*1)		 

Associates

  Kumho Tire Co., Inc.(*2)  57,470   —   7,057   (50,413)   — 
  Well to Sea No. 3 Private Equity Fund  73,810   16,857   88,810   —   1,857 
  STX Engine Co., Ltd. (*3)  39,886   —   2,177   (37,709)   — 

     For the year ended December 31, 2019 

Related parties

 Beginning
balance		  Loan  Collection  Others  Ending
balance(*1)		 

Associates

  Well to Sea No. 3 Private Equity Fund  1,857   2,633   —   —   4,490 
  Korea Finance Security Co., Ltd.  —   1,800   —   —   1,800 
  LOTTE CARD Co., Ltd.  —   7,500   —   —   7,500 

      For the years ended
December 31,		 

Related party

 

A title of account

 2016  2017  2018 

Associates

 Samho International Co., Ltd.(*5) Interest income  916   486   — 
  Fees income  5   5   — 
  Interest expenses  525   334   — 
  Reversal of allowance for credit loss  (5,166)   (717)   — 
 STX Corporation(*4) Interest income  1,039   219   — 
  Fees income  75   30   — 
  Interest expenses  7   4   2 
  Impairment losses due to credit loss (reversal of allowance for credit loss)  73,457   (61,432)   (31,210) 
 Woori Columbus 1st Private Equity
Fund(*3)		 Fees income  308   272   — 
 K BANK Co., Ltd.(*8) Fees income  296   —   1,134 
  Other income  1,638   1,051   19 
 

Well to Sea No.3

Private Equity Fund(*6)

 Interest income  —   982   2,179 
  Interest expenses  —   4   9 
  Impairment losses due to credit loss (reversal of allowance for credit loss)  —   39   (30) 
 Others(*7) Interest income  —   —   233 
  Fees income  —   —   23 
  Other income  —   —   14 
  Interest expenses  17   13   40 
  Impairment losses due to credit loss (reversal of allowance for credit loss)  253   218   (147) 

 

(*1)

As its ownership interest in the Group is lower than 20% as of December 31, 2017, it has beenPayments that occurred for business reasons among related parties are excluded from the ‘corporation that have significant influence over the Group’ category.and net increase or decrease was used for limited credit loan.

(*2)

The Group lost significant influence over the entity due to the termination of the joint management procedures of the creditors’ financial institution during the year ended December 31, 2018, and thus the entity was excluded from the list of associates.

(*3)

The entity is excluded from the list of associates due to its liquidation for the year ended December 31, 2017.

(*4)

The shares of the entity were sold after it was transferred to assets held for sale during the years ended December 31, 2018 and thus was excluded from the list of associates.

(*5)

The shares of the entity were sold after it was transferred to assets held for sale during the year ended December 31, 2017 and thus was excluded from the list of associates.

(*6)

Due to capital contribution for the year ended December 31, 2017, the entity has been included in the list of associates.

(*7)

Others include the amount transacted with Saman Corporation, Kyesan Engineering Co., Ltd., DAEA SNC Co., Ltd., etc., for the years ended December 31, 2017 and 2018, and Saman Corporation, Kyesan Engineering Co., Ltd., Gachi Staff Co., Ltd., QTS Shipping Co., Ltd., and others were included as of December 31, 2016, respectively.

(*8)

Due to capital contribution during the year ended December 31, 2016, the entity has been included in the investment in associates.

(4)

Major loan transactions with related parties for the years ended December 31, 2017 and 2018 are as follows (Unit: Korean Won in millions):

     For the year ended December 31, 2017 

Related parties

 Beginning
balance		  Loan  Collection  Others  Ending
balance(*1)		 

Associates

  Kumho Tire Co., Inc.(*2)  50,413   7,057   —   —   57,470 
  Well to Sea No. 3 Private Equity Fund(*3)  —   83,810   10,000   —   73,810 
  STX Engine Co., Ltd.(*4)  44,797   2,177   7,088   —   39,886 

     For the year ended December 31, 2018 

Related parties

 Beginning
balance		  Loan  Collection  Others  Ending
balance(*1)		 

Associates

  Kumho Tire Co., Inc.(*2)  57,470   —   7,057   (50,413)   — 
  Well to Sea No. 3 Private Equity Fund(*3)  73,810   16,857   88,810   —   1,857 
  STX Engine Co., Ltd.(*4)  39,886   —   2,177   (37,709)   — 

(*1)

Settlement payment from normal operation among the related parties were excluded, and in the case of a limited loan, it was presented as a net increase or decrease.

(*2)

The Group lost significant influence over the entity due to the termination of the joint management procedures of the creditors’ financial institution during the year ended December 31, 2018, and thus the entity was excluded from the list of associates.

(*3)

Due to capital contribution, the entity was included in the list of associates during the year ended December 31, 2017.

(*4)

The shares of the entity were sold after it was transferred to assets held for saledistribution (sale) during the year ended December 31, 2018 and thus was excluded from the list of associates.

 

(5)

Details of changes in major deposits due to customers with related parties for the years ended December 31, 2018 and 2019 are as follows (Unit: Korean Won in millions):

      For the year ended December 31, 2018 

Related parties

  Beginning
balance		   Borrowings   Repayment
and others		   Ending
balance(*1)		 

Associates

  Saman Corporation   2,334    102    —    2,436 
  Woori Service Networks Co., Ltd   1,135    1,025    980    1,180 
  Chin Hung International Inc   765    765    765    765 

.

  Korea Credit Bureau Co., Ltd.   4,000    12,000    10,000    6,000 
  Partner One Value Up I Private Equity Fund   —    1,803    400    1,403 
  Korea Finance Security Co., Ltd.   635    560    660    535 
  STX Corporation(*2)   330    —    330    — 
  STX Engine Co., Ltd.(*2)   10,256    —    10,256    — 
  Kumho Tire Co., Inc.(*2)   37    —    37    — 
  Hyunwoo International Co., Ltd.(*2)   41    —    41    — 

      For the year ended December 31, 2019 

Related parties

  Beginning
balance		   Borrowings   Repayment
and others		   Ending
balance(*1)		 

Associates

  Saman Corporation   2,436    86    —    2,522 
  Woori Service Networks Co., Ltd   1,180    1,460    1,460    1,180 
  Chin Hung International Inc   765    400    765    400 

.

  Korea Credit Bureau Co., Ltd.   6,000    —    6,000    — 
  Partner One Value Up I Private Equity Fund   1,403    1,617    1,870    1,150 
  Korea Finance Security Co., Ltd.   535    25    560    — 

(*1)

Details of payment between related parties and demand deposit due to customers etc. are excluded.

(*2)

Excluded from associates due to disposal during the previous year.

(6)

There are no major borrowing transactions with related parties for the years ended December 31, 20172018 and 2018.2019.

 

(6)(7)

Guarantees provided to the related parties are as follows (Unit: Korean Won in millions):

 

   December 31, 2017   December 31, 2018   

Warranty

Kumho Tire Co., Inc.(*1)

   4,181    —   Import credit in foreign currencies and others
   636    —   Unused loan commitment

Korea Finance Security Co., Ltd.

   204    203   Unused loan commitment

Korea Credit Bureau Co., Ltd.

   29    28   Unused loan commitment

Woori Service Networks Co., Ltd.

   155    131   Unused loan commitment

Chin Hung International Inc.

   31,891    32,058   Unused loan commitment

STX Engine Co., Ltd.(*2)

   68,858    —   Import credit in foreign currencies and others

STX corporation(*2)

   17,557    —   Import credit in foreign currencies and others
   53    —   Unused loan commitment

K BANK Co., Ltd.

   —    15   Unused loan commitment

Well to Sea No.3 Private Equity Fund

   236,190    208,143   Unused loan commitment

(*1)

The Group lost significant influence over the entity due to the termination of the joint management procedures of the creditors’ financial institution during the year ended December 31, 2018, and thus the entity was excluded from the list of associates.

(*2)

The shares of the entity were sold after it was transferred to assets held for sale during the year ended December 31, 2018 and thus was excluded from the list of associates.

   December 31, 2018   December 31, 2019   

Warranty

Korea Finance Security Co., Ltd.

   203    400   Unused loan commitment

Korea Credit Bureau Co., Ltd.

   28    32   Unused loan commitment

Woori Service Networks Co., Ltd.

   131    177   Unused loan commitment

Chin Hung International Inc.

   32,058    32,055   Unused loan commitment

K BANK Co., Ltd.

   15    159   Unused loan commitment

Well to Sea No.3 Private Equity Fund

   208,143    210,510   Unused loan commitment

LOTTE CARD Co. Ltd.

   —    150,000   Unused loan commitment

For the guaranteeThere no recognized provisions for guarantees provided to the related parties the amount the Group recognized as provisions for guarantees is 71,459 million Won and nil, as of December 31, 20172018 and 2018,2019, respectively.

 

(7)(8)

Amount of derivatives-related commitments with the related parties

   For the years ended December 31 

Warrantee

  2018           2019               Warranty     

Well to Sea No.3 Private Equity Fund

   439,243    584,377    Open interest 

(9)

Compensation for key management is as follows (Unit: Korean Won in millions):

 

  For the years ended December 31,   For the years ended December 31 
  2016   2017   2018       2017           2018           2019     

Short-term employee salaries

   9,523    12,024    12,326    12,024    12,326    13,427 

Retirement benefit service costs

   424    472    489    472    489    783 

Share-based compensation

   —    —    2,494 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

   9,947    12,496    12,815    12,496    12,815    16,704 
  

 

   

 

   

 

   

 

   

 

   

 

 

Key management includes registered executives andnon-registered executives. Outstanding assets and liabilities from transactions with key management amount to 2,816 million Won and 6,0962,414 million Won, respectively, as of December 31, 2018 and 2019 respectively and with respect to the assets, the Group has not recognized any allowance nor related impairment loss due to credit losses. Also, liabilities from transaction with key management amount to 6,096 million Won and 6,543 million Won, respectively, as of December 31, 2018 and 2019.

45. BUSINESS COMBINATION

The business combination occurred during the current period is as follows:42. RESTRUCTURING OF THE GOVERNANCE STRUCTURE OF THE GROUP

 

(1)

AcquisitionEstablishment of WB Finance Co., Ltd.the Group

To expand Cambodia’s retail business,On November 7, 2018, Woori Bank, a subsidiary of the Group had acquired 100% ownership of Vision Fund Cambodia in June 2018 and the Group changed its name to WB Finance Co., Ltd.

The goodwill amounting to 46,752 million Won arisingparent company, obtained approval from the acquisition is basedFinancial Services Commission for the establishment of a holding company, and Woori Bank, held an extraordinary general meeting of shareholders on December 28, 2018 to approve the economic effectcomprehensive transfer of combining the operationsix companies’ shares of the GroupWoori Bank and its subsidiaries, Woori Finance Management Research Institute, Woori FIS Co., Ltd., Woori Fund Services Inc., Woori Credit Information Co. and also fromWoori Private Equity Asset Management Co. to establish the customer base acquired.financial holding company. As a result, Woori Bank and its subsidiaries, Woori Finance Research Institute Co., Ltd., Woori FIS Co., Ltd., Woori Fund Services Inc., Woori Credit Information Co., Ltd., and Woori Private Equity Asset Management Co., Ltd. were transferred as wholly-owned subsidiaries to the Group. The Group’s common stocks were listed on the Korea Exchange on February 13, 2019 and its American Depositary Shares (ADSs) are being traded as the underlying common stock on the New York Stock Exchange since the same date.

 

(2)

Woori Bank EuropeAccounting treatment of the Group

TheFrom the perspective of the Group, acquired approval from the Deutsche Bundesbank (Central bank of Germany) for the establishment of the parent company in a comprehensive share transfer of the controlling, subordinate or subsidiary to restructure the governance under the same control is a transaction that lacks commercial substance with no change in the assets and liabilities of the subsidiary, with no significant change in the existing owners’ absolute and relative interest in the Group net assets. Therefore, the Group accounted for the governance restructuring as it saw the consolidation entity continuing and presented the consolidated financial statements and notes in comparison. Consolidated financial statements in the comparative period are consolidated financial statements of Woori Bank Europe (Capital amounting to 50 million Euros) on October 9, 2018.and its subsidiaries (before the scheduled sale classification of five subsidiaries excluding Woori Bank Europe startedBank) and consolidated financial statements in the first (current) period are consolidated financial statements of the parent and its operations on November 1, 2018.subsidiaries, including Woori Bank.

43. LEASES

(3)(1)

Details ofThe future lease payments under the accounting for the business combinationlease contracts are as follows (Unit: Korean Won in millions):

 

   WB
Finance
Co., Ltd.		   Woori
Bank
Europe		   Total 

Consideration transferred:

      

Cash and cash equivalents

   87,562    64,062    151,624 

Identifiable assets and liabilities recognized:

      

Cash and cash equivalents

   16,657    —    16,657 

Financial assets at FVTOCI

   17    —    17 

Loans and other financial assets at amortized cost(*)

   205,451    64,062    269,513 

Premises and equipment

   1,630    —    1,630 

Intangible assets

   763    —    763 

Current tax assets

   173    —    173 

Deferred tax assets

   1,381    —    1,381 

Other assets

   1,510    —    1,510 
  

 

 

   

 

 

   

 

 

 

Assetssub-total

   227,582    64,062    291,644 
  

 

 

   

 

 

   

 

 

 

Deposits due to customers

   54,615    —    54,615 

Borrowings

   120,644    —    120,644 

Other financial liabilities

   6,149    —    6,149 

Current tax liabilities

   640    —    640 

Other liabilities

   4,724    —    4,724 
  

 

 

   

 

 

   

 

 

 

Liabilitiessub-total

   186,772    —    186,772 
  

 

 

   

 

 

   

 

 

 

Identifiable net fair value

   40,810    64,062    104,872 

Goodwill

   46,752    —    46,752 
  

 

 

   

 

 

   

 

 

 
December 31, 2019

Lease payments

Within one year

161,251

After one year but within five years

232,985

After five years

40,698

 

(*)

The book value of loans and other financial assets at amortized cost is used as proxy for fair value since the difference between fair value and book value is not material. The total contractual amount of WB Finance is 208,633 million Won and the contractual cash flow that is not expected to be recovered is 3,182 million Won.

Total

434,934

 

(4)(2)

Operating income and Net income of the Group

Assuming that the acquisition date is the date of the beginning of reporting period, the amounts to be added to the operating income and net income in the Group’s statement of comprehensive income for the year ended December 31, 2018 are as follows:Total cash outflows from lease are as follows (Unit: Korean Won in millions):

 

   WB Finance Co., Ltd.For the year
ended
December 31,
2019		 

Operating incomeCash outflows from lease

   44,545217,867

(3)

Details of lease payments that are not included in the measurement of lease liabilities due to the fact that they are short-term leases or leases for which the underlying asset is of low value are as follows (Unit: Korean Won in millions):

For the years
ended
December 31		 

Net incomeLease payments for short-term leases

   4,5111,964

Lease payments for which the underlying asset is of low value

332

Total

2,296

 

46. EVENT44. BUSINESS COMBINATION

(1)

General

As of August 1, 2019, the Group acquired 73% interests in Tong Yang Asset Management Co., Ltd. and changed the name of Tong Yang Asset Management Co., Ltd. to Woori Asset Management Corp. As of August 1, 2019, the Group obtained control of 100% of ABL Global Asset Management Co., Ltd. and transferred it as a subsidiary as of December 6, 2019, and changed its name to Woori Global Asset Management Co., Ltd.. As of December 30, 2019, the Group acquired 67.2% interests (including 8.6% interest that Woori Bank held) in the Kukje Asset Trust Co., Ltd. and changed the name Woori Asset Trust Co., Ltd.. The main reasons for the business combination are to maximize synergy between the consolidated subsidiaries and to strengthen thenon-bank business portfolio.

The operating and net income of Woori Asset Management Corp., reflected in the consolidated statement of comprehensive income for the five months after the acquisition date, are 2,365 million Won and 1,720 million Won, respectively, and the operating and net loss of Woori Global Asset Management Co., Ltd. are 1,751 million Won and 1,360 million Won, respectively. Assuming that the acquisition of Woori Asset Management Corp., Woori Global Asset Management Co., Ltd. and Woori Asset Trust Co., Ltd. was settled on January 1, 2019, the starting date of the annual reporting period, the operating and net profit of Woori Asset Management Corp. would be 10,572 and 7,976 million Won, respectively, the operating and net losses of Woori Global Asset Management Co., Ltd. would be 3,711 million and 2,774 million Won, respectively, and the operating and net profit of Woori Asset Trust Co., Ltd. would be 41,154 million and 30,981 million Won.

(2)

Identifiable net assets

Identified assets and liabilities as of December 31, 2019 are as follows (Unit: Korean Won in millions):

   

Accounts

  Woori Asset
Management Corp.		   Woori Global Asset
Management Co.,
Ltd.		   Woori Asset Trust
Co., Ltd.		 

Assets

  

Cash and cash equivalent

   12,914    2,318    67,555 
  

Financial assets at FVTPL

   49,446    2,470    654 
  

Financial assets at FVTOCI

   26,393    —    — 
  

Financial assets at amortized cost(*1) (*3)

   16,739    25,612    61,792 
  

Premises and equipment

   1,610    2,145    3,983 
  

Intangible assets(*2)

   6,667    264    39,577 
  

Deferred tax assets

   1,547    1,551    1,524 
  

Others

   63    60    1,828 
    

 

 

   

 

 

   

 

 

 
  Sub-total   115,379    34,420    176,913 
    

 

 

   

 

 

   

 

 

 

Liabilities

  Financial liabilities   5,129    3,329    12,180 
  

Provision liabilities

   221    108    3,820 
  

Deferred tax liabilities

   1,085    13    8,971 
  

Others

   159    —    29,410 
    

 

 

   

 

 

   

 

 

 
  Sub-total   6,594    3,450    54,381 
    

 

 

   

 

 

   

 

 

 

Fair value of net identifiable assets

   108,785    30,970    122,532 
  

 

 

   

 

 

   

 

 

 

(*1)

The acquired financial assets at amortized cost were estimated at fair value. The contractual total of the financial assets at amortized cost of Woori Asset Management Corp. is 18,680 million Won, and the contractual cash flows that are not expected to be recovered as of the acquisition date are 1,941 million Won. Woori Global Asset Management Co., Ltd. has a contractual total of 25,612 million Won for financial assets at amortized cost. The contractual total of Woori Asset Trust Co., Ltd.’s financial assets at amortized cost are 72,686 million Won and will be recovered as of the acquisition date. Unexpected contractual cash flow is 10,894 million Won.

(*2)

The intangible assets of Woori Asset Management Corp. and Woori Asset Trust Co., Ltd. each include 6,456 million Won in customer relationships and 37,074 million Won in order backlog as a result of business combination and were valued at fair value through the Multi-Period Over-Return Act (MEEM) as they were judged separately identifiable intangible assets. A multi-term excess profit method is a method to estimate the future cash flows generated by each intangible asset and to discount the cash flows generated purely by that intangible asset to its present value by deducting the portion of the asset’s contribution to that cash flow generation.

(*3)

The Group has set 100% loan loss allowance fornon-collected accrued income related with management fees of Woori Asset Management Corp. In addition, although the fund investors have filed a lawsuit seeking compensation for damages, this financial effect was not reflected in the consolidated financial statements as of the end of the current term because the possibility and extent of loss cannot be measured reliably at the end of the current term.

If, within one year of the acquisition date, new information obtained about the facts and circumstances that existed at the acquisition date requires the adjustment of the amounts recognized at the acquisition date, or the recognition of additional provisions existing at the acquisition date, the accounting for the business combination will be adjusted.

(3)

Goodwill

Recognized goodwill as a result of business combination are as follows (Unit: Korean Won in million):

   Woori Asset
Management Corp.		   Woori Global Asset
Management Co., Ltd.		   Woori Asset Trust
Co., Ltd.		 

Transfer price

   122,450    33,000    224,150 

Fair value of identifiable net asset

   108,785    30,970    122,532 

Non-controlling interest(*)

   29,371    —    40,162 

Goodwill

   43,036    2,030    141,780 

(*)

Thenon-controlling interest in Woori Asset Management Corp. and Woori Asset Trust Co., Ltd. acquired during the year ended December 31, 2019, was measured as the proportion of thenon-controlling interest in the acquiree’s identifiable net assets.

In the event of a business combination, the consideration transferred includes the premium paid to acquire Woori Asset Management Corp., Woori Global Asset Management Co., Ltd. and Woori Asset Trust Co., Ltd. which results in goodwill. In addition, the consideration paid for the business combination includes expected synergies, revenue growth, and the amount related to future market growth. However, these benefits through Woori Global Asset Management Co., Ltd. did not meet the identifiable intangible asset recognition requirements and were not recognized separately from goodwill.

The Group also acquired a relationship with a customer of Woori Asset Management Corp. and order backlog of Woori Asset Trust Co., Ltd. as part of the acquisition. These relationships with customers were recognized separately from goodwill because they met the reparability criteria to meet the recognition requirements for intangible assets.

(4)

Business combination cost

The Group incurred 2,634 million Won, including legal fees and due diligence fees, in relation to the business combination, and the amount was recognized as a fee expense in the consolidated statement of comprehensive income of the Group.

(5)

Net cash outflow due to business combination

Details of net cash outflows due to business combination are as follows (Unit: Korean Won in million):

   Woori Asset
Management Corp.		   Woori Global Asset
Management Co., Ltd.		   Woori Asset Trust
Co., Ltd.		 

Consideration paid in cash

   122,450    33,000    224,150 

Acquired cash and cash equivalents

   12,914    2,318    67,555 
  

 

 

   

 

 

   

 

 

 

Deduction in total

   109,536    30,682    156,595 
  

 

 

   

 

 

   

 

 

 

45. EVENTS AFTER THE REPORTING PERIOD

AfterThe Coronavirus disease(COVID-19) outbreak in January, 2020 is having a negative impacts on the endglobal economy, including Korea. As a result, the macroeconomic environment is unstable overall. The Group is closely monitoring the situation; however, the impact on the Group due to the Coronavirus cannot be estimated as of the reporting period, the financial holding company was established on January 11, 2019. In accordance with the establishment of financial holding company, six companies including the Bank, Woori FIS Co., Ltd., Woori Finance Research Institute Co., Ltd., Woori Credit Information Co., Ltd., Woori Fund Service Co., Ltd. and Woori Private Equity Asset Management Co., Ltd. became fully owned subsidiaries of the said financial holding company.

In connection with the Stock Transfer, the Bank’s common stock was suspended from trading from January 9, 2019 and was de-listed from the KOSPI Market of the Korea Exchange on February 13, 2019.

Following the Stock Transfer, the financial holding company’s common stock was newly listed on the KOSPI Market of the Korea Exchange on February 13, 2019, and its ADSs (American Depositary Shares) succeeded to the listing of the Bank’s ADSs on the New York Stock Exchange and commenced “when issued” trading on January 11, 2019. The financial holding company’s ADSs commenced “regular way” trading on February 13, 2019, afterstatements approval for the issuance date. The impact on GDP and other key indicators will be considered when determining the severity and likelihood of its common stock on the same day.downside economic scenarios that will be used to estimate ECL under IFRS 9 in 2020.

 

F-153F-175