Edgar Filing: KOREA ELECTRIC POWER CORP

/s/ Ko, Weon-Gun

Ko, Weon-Gun

Vice President

Date: March 13, 2014

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the Month of March 2014

KOREA ELECTRIC POWER CORPORATION

(Translation of registrant’s name into English)

167 Samseong-dong, Gangnam-gu, Seoul 135-791, Korea

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

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

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

This Report of Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Korea Electric Power Corporation (“KEPCO”) hereby calls the annual ordinary general meeting of shareholders (“AGM”) and seeks the attendance of its shareholders.

The following is an English translation of the notice given to the shareholders in connection with the AGM:

To: Shareholders

From: Cho, Hwan-Eik, President & CEO of KEPCO

We hereby call the 53rd annual ordinary general meeting of shareholders pursuant to Article 18 of the Articles of Incorporation of Korea Electric Power Corporation as follows and seek your attendance. Pursuant to Article 542-4 of the Commercial Code, this notice shall be in lieu of notices to be given to the shareholders.

Date / Time: March 28, 2014 / 10:00 a.m. (Seoul Time)

Location: 167 Samseong-dong, Gangnam-gu, Seoul 135-791, KEPCO headquarters, Grand Hall

Items to be Reported:

•

Audit Report

•

Management report on KEPCO’s operation

Agenda for Shareholder Approval:

Approval of financial statements for the 53^rd Fiscal Year

Approval of the ceiling amount of remuneration for directors in 2014

Details on the proposed agenda for the AGM are attached hereto.

SIGNATURES

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

Attachment

Agenda 1. Approval of Financial Statements for the 53^rd Fiscal Year

Disclaimer: The financial statements for the 53rd fiscal year as presented below is in accordance with the International Financial Reporting Standard adopted in Korea (K-IFRS), and are subject to change based on the audit of KEPCO’s independent accountants.

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012


	Dec. 31, 2013		Dec. 31, 2012
	(KRW in millions)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents		2,232,313		1,954,949
Current financial assets, net		436,213		656,217
Accounts and other receivables, net		7,526,311		7,184,625
Inventories, net		4,279,593		3,440,341
Income tax receivables		223,803		30,476
Current non-financial assets		570,845		664,047
Non-current assets held for sale and discontinued operations		—		2,828

		15,269,078		13,933,483


NON-CURRENT ASSETS:
Non-current financial assets, net		1,902,953		1,873,676
Non-current accounts and other receivables, net		1,644,333		1,254,330
Property, plant and equipment, net		129,637,596		122,376,140
Investment properties, net		538,327		590,223
Goodwill		2,582		—
Intangible assets, net		810,664		883,814
Investments in joint ventures		1,106,181		908,593
Investments in associates		4,124,574		3,982,340
Deferred tax assets		359,535		209,783
Non-current non-financial assets		131,511		140,438

		140,258,256		132,219,337


Total Assets		155,527,334		146,152,820


LIABILITIES

CURRENT LIABILITIES:
Accounts and other payables, net		5,892,763		5,601,852
Current financial liabilities, net		8,425,231		7,788,819
Income tax payables		51,407		334,053
Current non-financial liabilities		4,730,631		4,117,440
Current provisions		1,113,817		974,915

		20,213,849		18,817,079


NON-CURRENT LIABILITIES:
Non-current accounts and other payables, net		3,971,519		4,173,691
Non-current financial liabilities, net		53,163,394		46,050,766
Non-current non-financial liabilities		6,985,641		6,298,650
Employee benefits obligations, net		2,137,296		2,144,334
Deferred tax liabilities, net		5,002,585		5,433,292
Non-current provisions		12,602,314		12,170,806

		83,862,749		76,271,539


Total Liabilities		104,076,598		95,088,618

(Continued)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012


	Dec. 31, 2013			Dec. 31, 2012
	(KRW in millions)
EQUITY

CONTRIBUTED CAPITAL:
Shares issued		3,209,820			3,209,820
Share premium		843,758			843,758

		4,053,578			4,053,578


RETAINED EARNINGS:
Legal reserves		1,603,919			1,603,919
Voluntary reserves		22,753,160			25,961,315
Retained earnings before appropriations		8,409,007			4,999,049

		32,766,086			32,564,283


OTHER COMPONENTS OF EQUITY:
Other capital surpluses		830,982			705,448
Cumulative other comprehensive income		55,538			11,957
Treasury stocks		(741,489	)		(741,489	)
Other equity		13,294,973			13,294,990

		13,440,004			13,270,906


EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY		50,259,668			49,888,767


NON-CONTROLLING INTERESTS		1,191,068			1,175,435


Total Equity		51,450,736			51,064,202


Total Liabilities and Equity		155,527,334			146,152,820

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012


	2013			2012
	(KRW in millions except per share amounts)
SALES
Sales of goods		51,132,803			46,906,587
Sales of service		326,619			357,877
Sales of construction contracts		2,253,083			1,856,045
Sales of construction grant		325,290			301,004

		54,037,795			49,421,513

COST OF SALES
Cost of sales of goods		47,983,987			46,293,591
Cost of sales of service		452,628			470,453
Cost of sales of construction contracts		2,159,023			1,695,218

		50,595,638			48,459,262


GROSS PROFIT		3,442,157			962,251

SELLING AND ADMINISTRATIVE EXPENSES		1,923,192			1,780,168


OPERATING INCOME (LOSS)		1,518,965			(817,917	)

OTHER OPERATING INCOME		400,167			373,996

OTHER OPERATING EXPENSES		99,811			74,567

OTHER INCOME (LOSS)		128,514			(1,781,835	)

FINANCE INCOME		629,542			1,128,357

FINANCE EXPENSES		2,931,622			3,068,321

PROFITS OF ASSOCIATES AND JOINT VENTURES USING EQUITY METHOD		(42,243	)		176,941
Share in income of associates and joint ventures		170,399			205,987
Gain on disposal of associates and joint ventures		1,725			—
Share in loss of associates and joint ventures		140,984			20,127
Loss on disposal of associates and joint ventures		45,291			162
Impairment loss on associates and joint ventures		28,092			8,757


INCOME (LOSS) BEFORE INCOME TAX		(396,488	)		(4,063,346	)

INCOME TAX EXPENSE		(570,794	)		(985,377	)


NET LOSS FOR THE YEAR		174,306			(3,077,969	)

(Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012


	2013			2012
	(KRW in millions except per share amounts)
OTHER COMPREHENSIVE INCOME (LOSS)
Items that will not be reclassified subsequently to profit or loss
Actuarial losses on retirement benefit obligations		132,457			(41,310	)
Share in other comprehensive income (loss) of associates and joint ventures, net of tax		7,671			(846	)
Items that may be reclassified subsequently to profit or loss:
Net change in fair value of available-for-sale financial assets, net of tax		86,570			2,245
Loss on valuation of derivatives using of cash flow hedge accounting, net of tax		29,332			(63,850	)
Share in other comprehensive income (loss) of associates and joint ventures, net of tax		38,366			(96,060	)
Foreign currency translation of foreign operations, net of tax		(108,625	)		(121,892	)

		185,771			(321,713	)


TOTAL COMPREHENSIVE LOSS FOR THE YEAR		360,077			(3,399,682	)


NET INCOME (LOSS) ATTRIBUTABLE TO;
Owners of the Company		60,011			(3,166,616	)
Non-controlling interests		114,295			88,647


		174,306			(3,077,969	)


TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO;
Owners of the Company		245,384			(3,447,949	)
Non-controlling interests		114,693			48,267


		360,077			(3,399,682	)


EARNINGS PER SHARE;
Basic earnings per share		96			(5,083	)
Diluted earnings per share		96			(5,083	)

KOREA ELECTRIC POWER CORPORATION

SEPARATE (NON-CONSOLIDATED) STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012


	Won
	Dec. 31, 2013		Dec. 31, 2012
	(KRW in millions)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents		731,833		439,425
Current financial assets		16,221		71,056
Accounts and other receivables		6,872,873		6,569,475
Inventories		88,662		65,698
Income tax receivables		716		831
Current non-financial assets		62,896		57,686

		7,773,201		7,204,171


NON-CURRENT ASSETS:
Non-current financial assets		899,291		782,913
Non-current accounts and other receivables		354,808		366,798
Property, plant and equipment, net		57,359,689		55,922,112
Investment properties		853,881		872,420
Intangible assets		63,238		75,071
Investments in subsidiaries		28,866,623		28,928,951
Investments in joint ventures		20,642		20,642
Investments in affiliates		2,021,302		2,021,313
Non-current non-financial assets		37,252		40,307

		90,476,726		89,030,527


Total Assets		98,249,927		96,234,698


LIABILITIES

CURRENT LIABILITIES:
Accounts and other payables		4,513,403		4,972,229
Current financial liabilities		4,819,861		4,532,461
Current non-financial liabilities		5,339,106		4,478,921
Current provisions		309,019		348,950

		14,981,389		14,332,561


NON-CURRENT LIABILITIES:
Non-current accounts and other payables		917,456		1,034,136
Non-current financial liabilities		30,701,559		29,830,159
Non-current non-financial liabilities		6,918,489		6,270,095
Employee benefits obligations		1,500,508		1,485,073
Deferred tax liabilities		1,321,755		1,757,057
Non-current provisions		249,225		254,537

		41,608,992		40,631,057


Total Liabilities		56,590,381		54,963,618

(Continued)

SEPARATE STATEMENTS OF FINANCIAL POSITION (CONTINUED)

AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012


	Won
	Dec. 31, 2013			Dec. 31, 2012
	(KRW in millions)
SHAREHOLDER’S EQUITY

CONTRIBUTED EQUITY:
Shares issued		3,209,820			3,209,820
Share premium		843,758			843,758

		4,053,578			4,053,578


RETAINED EARNINGS:
Legal reserves		1,603,919			1,603,919
Voluntary reserves		22,753,161			25,961,316
Retained earnings before appropriations		303,263			(3,208,155	)

		24,660,343			24,357,080


OTHER COMPONENTS OF EQUITY:
Other capital surpluses		303,028			303,028
Cumulative other comprehensive income		88,988			3,785
Treasury stock		(741,489	)		(741,489	)
Other equity		13,295,098			13,295,098

		12,945,625			12,860,422


Total Shareholder’s Equity		41,659,546			41,271,080


Total Liabilities and Equity		98,249,927			96,234,698

KOREA ELECTRIC POWER CORPORATION

SEPARATE (NON-CONSOLIDATED) STATEMENTS OF COMPREHENSIVE INCOME

FOR YEARS ENDED DECEMBER 31, 2013 AND 2012


	2013			2012
	(KRW in millions)

SALES
Sales of goods		51,564,321			47,413,257
Sales of services		70,238			71,927
Sales of construction contracts		1,732,557			1,548,685
Sales of construction grant		325,290			301,004

		53,692,406			49,334,873

COST OF SALES
Costs of sales of goods		50,280,455			49,116,803
Costs of sales of services		238,017			258,764
Costs of sales of construction contracts		1,646,292			1,409,153

		52,164,764			50,784,720


GROSS PROFIT		1,527,642			(1,449,847	)

SELLING AND ADMINISTRATIVE EXPENSES		1,264,647			1,243,005

OPERATING PROFIT		262,995			(2,692,852	)

OTHER INCOME		243,806			252,021

OTHER EXPENSE		49,398			30,908

OTHER GAINS AND LOSSES		92,527			(1,774,553	)


FINANCE INCOME		792,518			1,361,991

FINANCE COSTS		1,634,286			1,814,299

PROFITS OF AFFILIATES OR JOINT VENTURES		47,916			88,176


LOSS BEFORE INCOME TAX		(243,922	)		(4,610,424	)

INCOME TAX EXPENSE (BENEFIT)		(482,229	)		(1,383,827	)


LOSS FOR THE PERIOD		238,307			(3,226,597	)

OTHER COMPREHENSIVE INCOME
Net change in fair value of available-for-sale financial assets		85,203			39,930
Actuarial gains (losses) on retirement benefit obligation		64,956			18,442

		150,159			58,372

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		388,466			(3,168,225	)


EARNINGS PER SHARE
Basic earnings per share		382			(5,179	)
Diluted earnings per share		382			(5,179	)

STATEMENT OF APPROPRIATION OF RETAINED EARNINGS

FOR YEARS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012


	For year ended,
	2013			2012
	( KRW in millions)

¨. RETAINED EARNINGS BEFORE APPROPRIATIONS:
Retained earnings carried over from prior year		—			—
Effect of transition to K-IFRS		—			—
Gain for the period(Loss)		238,307			(3,226,597	)
Actuarial losses on retirement benefit obligations		64,956			18,442

		303,263			(3,208,155	)

¨. TRANSFER FROM VOLUNTARY RESERVES:
Transfer from reserve for business expansion		—			3,208,155

		—			3,208,155


III. I+ II		303,263			—


IV. APPROPRIATIONS OF RETAINED EARNINGS:
Regal appropriated retained earnings		(991	)		—
Shareholder dividend		(56,073	)		—
Transfer to reserve for business expansion		(246,199	)		—

		(303,263	)		—


V. UNAPPROPRIATED RETAINED EARNINGS TO BE CARRIED FORWARD TO SUBSEQUENT YEAR		—			—

DIVIDEND PAYMENT

FOR THE FISCAL YEARS 2013 AND 2012


Fiscal year	2013			2012
Dividend per share	KRW	90			—
Aggregate dividend amount	KRW	56,073,067,380			—
Market value dividend ratio		0.3	%		—

Agenda 2. Approval of the ceiling amount of remuneration for directors

•

Proposed aggregate ceiling on remuneration for directors:

•

1,921,067 thousand won in fiscal year 2014 (total number of directors: 15; number of non-standing directors: 8)

•

2,083,394 thousand won in fiscal year 2013 (total number of directors: 15; number of non-standing directors: 8)