Edgar Filing: KOREA ELECTRIC POWER CORP

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 2012

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.

Further to the report on Form 6-K furnished to the Commission on February 23, 2012 (the “Prior Filing”), Korea Electric Power Corporation (“KEPCO”) will hold the annual ordinary general meeting of shareholders (“AGM”) on March 30, 2012.

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

To: Shareholders

From: Kim, Joong-Kyum, President & CEO of KEPCO

We hereby call the 51st 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 30, 2012 / 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 audited consolidated financial statements and non-consolidated financial statements as of or for the fiscal year ended December 31, 2011;

Amendment of the Articles of Incorporation of KEPCO; and

Aggregate ceiling on remuneration for KEPCO’s directors.

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

Attachment

Agenda 1. Approval of audited consolidated financial statements and non-consolidated financial statements as of or for the fiscal year ended December 31, 2011

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF JANUARY 01, 2010, DECEMBER 31, 2010 AND DECEMBER 31, 2011


	Won
	Jan. 01, 2010		Dec. 31, 2010		Dec. 31, 2011
	(In millions)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents		1,475,684		2,090,051		1,387,921
Current financial assets		763,751		723,422		770,539
Accounts and other receivables		5,982,542		6,612,377		7,632,497
Inventories		3,461,429		3,483,415		3,851,751
Income tax receivables		6,841		3,007		35,801
Current non-financial assets		159,448		244,130		447,393

		11,849,695		13,156,402		14,125,902

NON-CURRENT ASSETS:
Non-current financial assets		1,806,109		2,457,432		2,199,032
Non-current accounts and other receivables		1,026,130		846,318		1,284,532
Property, plant and equipment, net		102,751,572		107,406,466		112,384,881
Investment properties		507,959		533,166		517,149
Intangible assets		501,136		923,136		848,709
Investments in joint ventures		195,595		275,321		767,202
Investments in affiliates		3,284,215		3,490,510		3,718,154
Deferred tax assets		399,822		151,870		372,478
Non-current non-financial assets		295,800		277,173		249,811

		110,768,338		116,361,392		122341,948

Total Assets		122,618,033		129,517,794		136,467,850


LIABILITIES

CURRENT LIABILITIES:
Accounts and other payables		4,166,228		4,571,145		6,576,158
Short-term borrowings		592,875		457,931		1,173,568
Current financial liabilities		5,631,972		6,324,952		5,852,342
Income tax payables		83,487		257,563		505,154
Current non-financial liabilities		1,828,701		2,383,303		3,541,562

		12,369,021		14,072,173		17,741,167

NON-CURRENT LIABILITIES:
Non-current accounts and other payables		5,245,490		5,280,924		4,178,137
Non-current financial liabilities		28,034,241		33,052,466		39,403,578
Non-current non-financial liabilities		5,251,182		5,221,856		5,611,010
Employee benefits obligations		1,985,131		1,964,155		1,942,994
Deferred tax liabilities		6,463,994		6,307,322		6,786,779
Non-current provisions		5,981,636		6,342,361		7,000,235

		52,961,674		58,169,084		64,922,733

Total Liabilities		65,330,695		72,241,257		82,663,900


(Continued)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)

AS OF JANUARY 01, 2010, DECEMBER 31, 2010 AND DECEMBER 31, 2011


	Won
	Jan. 01, 2010			Dec. 31, 2010			Dec. 31, 2011
	(In millions)
SHAREHOLDER’S EQUITY

CONTRIBUTED EQUITY:
Shares issued		3,207,839			3,207,839			3,209,820
Share premium		835,140			835,140			843,758

		4,042,979			4,042,979			4,053,578

RETAINED EARNINGS:
Legal reserves		1,603,919			1,603,919			1,603,919
Voluntary reserves		21,905,812			21,828,100			21,766,678
Retained earnings before appropriations		15,987,364			15,864,213			12,398,497

		39,497,095			39,296,232			35,769,094

OTHER COMPONENTS OF EQUITY:
Other capital surpluses		471,708			569,630			639,028
Cumulative other comprehensive income		306,235			355,626			255,095
Treasury stock		(741,489	)		(741,489	)		(741,489	)
Other equity		13,295,000			13,295,000			13,294,990

		13,331,454			13,478,767			13,447,624

TOTAL SHAREHOLDER’S EQUITY		56,871,528			56,817,978			53,270,296

NON-CONTROLLING INTERESTS		415,810			458,559			533,654

Total Equity		57,287,338			57,276,537			53,803,950

Total Liabilities and Equity		122,618,033			129,517,794			136,467,850

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010


	2011			2010
	(Won in millions)
SALES
Sales of goods		41,754,554			38,004,325
Sales of service		322,616			747,044
Sales of construction contracts		1,455,132			755,213

		43,532,302			39,506,582

COST OF SALES
Cost of sales of goods		41,283,628			35,021,668
Cost of sales of service		393,049			414,672
Cost of sales of construction contracts		1,405,302			750,897

		43,081,979			36,187,237

GROSS PROFIT		450,323			3,319,345
OTHER INCOME		598,303			536,915
SELLING AND ADMINISTRATIVE EXPENSES		1,751,697			1,644,760
OTHER EXPENSE		147,595			69,787
OTHER PROFIT		165,703			118,207

OPERATING PROFIT(LOSS)		(684,963	)		2,259,920

FINANCE INCOME		607,592			591,491
FINANCE EXPENSE		2,518,850			2,558,425
PROFITS OF AFFILIATES OR JOINT VENTURES USING EQUITY METHOD		123,095			76,626
Gain on valuation of affiliates or joint ventures		162,513			160,314
Gain on disposal of affiliates or joint ventures		3,147			25,975
Loss on valuation of affiliates or joint ventures		42,115			56,246
Loss on disposal of affiliates or joint ventures		450			53,417

PROFIT(LOSS) BEFORE INCOME TAX		(2,473,126	)		369,612
INCOME TAX EXPENSE		819,871			438,779

LOSS FOR THE PERIOD		(3,292,997	)		(69,167	)
OTHER COMPREHENSIVE INCOME
Net change in fair value of available-for-sale financial assets, net of tax		(174,958	)		124,464
Effective portion of changes in fair value of cash flow hedges		(27,999	)		(35,005	)
Actuarial losses on retirement benefit obligations		(152,196	)		(85,605	)
Share of the profit(loss) of affiliates and joint ventures accounted for using the equity method		45,860			(34,297	)
Foreign currency translation of foreign operations		47,135			(12,124	)

		(262,158	)		(42,567	)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		(3,555,155	)		(111,734	)


(Continued)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2011 AND 2010


	2011			2010
	(Won in millions)
PROFIT ATTRIBUTABLE TO;
Owners of the Company		(3,370,464	)		(119,931	)
Non-controlling interests		77,467			50,764

TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO;
Owners of the Company		(3,627,669	)		(151,472	)
Non-controlling interests		72,514			39,738

EARNINGS PER SHARE;
Basic earnings per share		(5,411	)		(193	)
Diluted earnings per share		(5,411	)		(193	)

SEPARATE(NON-CONSOLIDATED) STATEMENTS OF FINANCIAL POSITION

AS OF JANUARY 01, 2010, DECEMBER 31, 2010 AND DECEMBER 31, 2011


	Won
	Jan. 01, 2010		Dec. 31, 2010		Dec. 31, 2011
	(In millions)
ASSETS

CURRENT ASSETS:
Cash and cash equivalents		188,256		288,197		191,053
Current financial assets		98,256		55,532		18,651
Accounts and other receivables		4,774,319		5,317,650		6,188,757
Inventories		41,942		59,625		71,040
Income tax receivables		—		3,007		1,608
Current non-financial assets		23,689		22,179		30,275

		5,126,462		5,746,190		6,501,384

NON-CURRENT ASSETS:
Non-current financial assets		414,503		881,402		868,812
Non-current accounts and other receivables		1,228,588		1,189,552		994,891
Property, plant and equipment, net		50,320,223		52,224,480		54,175,944
Investment properties		1,236,066		1,242,691		1,130,856
Intangible assets		114,387		107,595		85,406
Investments in subsidiaries		28,424,564		28,772,895		28,873,782
Investments in affiliates		1,970,226		2,022,784		2,021,313
Investments in joint ventures		7,271		7,271		15,013
Non-current non-financial assets		128,506		104,308		102,497

		83,844,334		86,552,978		88,268,514

Total Assets		88,970,796		92,299,168		94,769,898


LIABILITIES

CURRENT LIABILITIES:
Accounts and other payables		4,143,554		4,348,767		5,174,335
Short-term borrowings		260,000		68,334		100,000
Current financial liabilities		3,660,522		4,066,894		3,773,887
Current non-financial liabilities		1,830,433		2,504,701		3,611,089

		9,894,509		10,988,696		12,659,311

NON-CURRENT LIABILITIES:
Non-current accounts and other payables		1,369,524		1,268,245		1,160,108
Non-current financial liabilities		18,106,509		22,274,174		26,166,724
Non-current non-financial liabilities		5,202,035		5,179,016		5,581,813
Employee benefits obligations		972,206		1,104,492		1,379,316
Deferred tax liabilities		3,488,260		3,041,293		3,112,627
Non-current provisions		269,317		333,789		270,694

		29,407,851		33,201,009		37,671,282

Total Liabilities		39,302,360		44,189,705		50,330,593


(Continued)

SEPARATE STATEMENTS OF FINANCIAL POSITION (CONTINUED)

AS OF JANUARY 01, 2010, DECEMBER 31, 2010 AND DECEMBER 31, 2011


	Won
	Jan. 01, 2010			Dec. 31, 2010			Dec. 31, 2011
	(In millions)
SHAREHOLDER’S EQUITY

CONTRIBUTED EQUITY:
Shares issued		3,207,839			3,207,839			3,207,839
Share premium		835,140			835,140			843,758

		4,042,979			4,042,979			4,053,578

RETAINED EARNINGS:
Legal reserves		1,603,919			1,603,919			1,603,919
Voluntary reserves		21,905,812			21,828,100			21,766,678
Retained earnings before appropriations		9,239,669			7,764,883			4,194,638

		32,749,400			31,196,902			27,565,235

OTHER COMPONENTS OF EQUITY:
Other capital surpluses		303,028			303,028			458,559
Cumulative other comprehensive income		19,420			12,945			(36,145	)
Treasury stock		(741,489	)		(741,489	)		(741,489	)
Other equity		13,295,098			13,295,098			13,295,098
Total Shareholder’s Equity		49,668,436			48,109,463			44,439,305

Total Liabilities and Equity		88,970,796			92,299,168			94,769,898

SEPARATE(NON-CONSOLIDATED) STATEMENTS OF COMPREHENSIVE INCOME

FOR YEAR ENDED DECEMBER 31, 2011 AND 2010


	2011			2010
	(Won in millions)
SALES
Sales of goods		41,894,293			38,155,925
Sales of services		109,000			533,988
Sales of construction contracts		1,211,565			601,369

		43,214,858			39,291,282

COST OF SALES
Costs of sales of goods		44,134,403			39,063,050
Costs of sales of services		262,475			282,362
Costs of sales of construction contracts		1,180,103			601,281

		45,576,981			39,946,693

GROSS PROFIT		(2,362,123	)		(655,411	)
OTHER INCOME		496,009			466,434
SELLING AND ADMINISTRATIVE EXPENSES		1,213,539			1,181,095
OTHER EXPENSE		48,961			37,723
OTHER GAINS AND LOSSES		134,829			95,278

OPERATING PROFIT		(2,993,785	)		(1,312,517	)
FINANCE INCOME		964,516			780,131
FINANCE COSTS		1,528,202			1,486,999
PROFITS OF AFFILIATES OR JOINT VENTURES		98,506			102,798

LOSS BEFORE INCOME TAX		(3,458,965	)		(1,916,587	)
INCOME TAX EXPENSE (BENEFIT)		55,165			(438,360	)

LOSS FOR THE PERIOD		(3,514,130	)		(1,478,227	)
OTHER COMPREHENSIVE INCOME
Net change in fair value of available-for-sale financial assets		(49,090	)		(6,475	)
Actuarial gains(losses) on retirement benefit obligation		(117,537	)		(74,271	)

		(166,627	)		(80,746	)

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD		(3,680,757	)		(1,558,973	)

EARNINGS PER SHARE
Basic earnings per share		(5,642	)		(2,374	)
Diluted earnings per share		(5,642	)		(2,374	)

STATEMENT OF APPROPRIATION OF RETAINED EARNINGS

FOR YEARS ENDED DECEMBER 31, 2011 AND 2010


	For year ended,
	2011			2010
	( Won in millions)
I. RETAINED EARNINGS BEFORE APPROPRIATIONS:
Retained earnings carried over from prior year		7,826,305			—
Effect of transition to K-IFRS		—			9,317,382
Loss for the period		(3,514,130	)		(1,478,227	)
Actuarial losses on retirement benefit obligations		(117,538	)		(74,271	)

		4,194,637			7,764,884

II. TRANSFER FROM VOLUNTARY RESERVES:
Transfer from reserve for business expansion		—			61,421

		—			61,421

III. I + II		4,194,637			7,826,305

IV. APPROPRIATIONS OF RETAINED EARNINGS:
Transfer to reserve for business expansion		(4,194,637	)		—

		(4,194,637	)		—

V. UNAPPROPRIATED RETAINED EARNINGS TO BE CARRIED FORWARD TO SUBSEQUENT YEAR		—			7,826,305

Agenda 2. Amendment of the Articles of Incorporation of KEPCO


Current provisions	Proposed amendments	Rationale

Article 7 (Par Value and Types of Shares and Denominations of Share Certificates) (1) The par value of a share shall be 5,000 Won. All shares to be issued by the Corporation shall be common stock and preferred stock, both of which shall be in registered form.	Article 7 (Par Value and Types of Shares and Denominations of Share Certificates) (1) The par value of a share shall be 5,000 Won. All shares to be issued by the Corporation shall be common stock and class shares, both of which shall be in registered form.	To reflect the amendment to the Commercial Act(Article 344, 345, 346 of the Act)

Article 7-2 (Number and Rights of Preferred Shares) (1) The preferred shares to be issued by the Corporation shall not have voting rights. The total number of preferred shares authorized to be issued by the Corporation is 150,000,000 shares.	Article 7-2 (Number and Rights of Class Shares) (1) The class shares to be issued by the Corporation shall be preferred dividend shares that shall not have voting rights. The total number of such shares authorized to be issued by the Corporation is 150,000,000 shares.	To reflect change in terminology

(2) The dividend rate, which the Board of Directors decides upon issuing, on each preferred share shall be based on a preferred dividend rate which is an amount equal to or greater than eight (8) percent per annum of par value.	(2) The dividend rate, which the Board of Directors decides upon issuing, on each class share in Paragraph (1) shall be based on a preferred dividend rate which is an amount equal to or greater than eight (8) percent per annum of par value, and such amount of dividends will be paid on a priory basis.	To reflect the amendment to the Commercial Act(Article 344-2 of the Act)

(3) If the rate of dividends on each common share is greater than the rate of dividends on each preferred share, the difference shall be divided among the common shares and preferred shares on a pro rata basis.	(3) If the rate of dividends on each common share is greater than the rate of dividends on each class share in Paragraph (1), the difference shall be divided among the common shares and preferred shares on a pro rata basis.	To reflect change in terminology

(4) If the dividends on preferred shares as set forth herein are not paid from the profits of any fiscal year, the accumulated amount of dividends will be paid on a priority basis the next fiscal year.	(4) If the dividends on class shares in Paragraph (1) as set forth herein are not paid from the profits of any fiscal year, the accumulated amount of dividends will be paid on a priority basis the next fiscal year.	To reflect change in terminology


(5) If the dividends on preferred shares as set forth herein are not paid for any fiscal year, the preferred shares shall be deemed to have voting rights from the General Meeting of Shareholders immediately following the General Meeting of Shareholders at which the resolution not to pay such dividends on preferred shares was adopted to the end of the General Meeting of Shareholders at which the resolution to pay such dividends on preferred shares is adopted.	(5) If the dividends on class shares in Paragraph (1) as set forth herein are not paid for any fiscal year, the preferred shares shall be deemed to have voting rights from the General Meeting of Shareholders immediately following the General Meeting of Shareholders at which the resolution not to pay such dividends on preferred shares was adopted to the end of the General Meeting of Shareholders at which the resolution to pay such dividends on preferred shares is adopted.	To reflect change in terminology

Article 10 (Preemptive Rights) (1) The Corporation shall allocate any new shares to shareholders in proportion to the number of shares held by each shareholder. However, in such case, the Corporation may, pursuant to the resolution of the Board of Directors, allocate preferred shares to holders of the outstanding preferred shares in proportion to their respective shareholding ratio.	Article 10 (Preemptive Rights) (1) The Corporation shall allocate any new shares to shareholders in proportion to the number of shares held by each shareholder. However, in such case, the Corporation may, pursuant to the resolution of the Board of Directors, allocate class shares in Article 7-2 to holders of the outstanding class shares in Article 7-2 in proportion to their respective shareholding ratio.	To reflect change in terminology

(Newly inserted)	(4) If new shares are allocated to any person other than shareholders pursuant to Paragraph (3) above, the items as set forth in Subparagraph (1) to (4) of Article 416 of the Commercial Law shall be notified or announced to the shareholders two (2) weeks prior to the due date of payment.	To reflect the amendment to the Commercial Act(Article 418-4 of the Act)

(Newly inserted)	Article 16 (Bonds) (2) The Board of Directors may authorize the President of the Corporation to issue bonds for a period not exceeding one (1) year by setting the amount and type of bond, conditions of issuing and repayment period.	To reflect the amendment to the Commercial Act(Article 469-4 of the Act)


Article 17 (Issuance of Convertible Bonds) (3) The shares to be issued upon conversion shall be either common shares (provided that the total par value of the convertible bonds converted into common shares shall be 1.5 trillion Won) or preferred shares (provided that the total par value of the convertible bonds convertible into preferred shares shall be 500 billion Won). The conversion price shall be decided by the Board of Directors at the time of issuance of convertible bonds; provided that the conversion price shall not be less than the par value of each share.	Article 17 (Issuance of Convertible Bonds) (3) The shares to be issued upon conversion shall be either common shares (provided that the total par value of the convertible bonds converted into common shares shall be 1.5 trillion Won) or preferred shares (provided that the total par value of the convertible bonds convertible into class shares under Article 7-2 shall be 500 billion Won). The conversion price shall be decided by the Board of Directors at the time of issuance of convertible bonds; provided that the conversion price shall not be less than the par value of each share.	To reflect change in terminology

Article 17-2 (Issuance of Bonds with Warrants) (3) The shares to be issued upon exercise of warrants shall be either common shares (provided that the total par value of the bonds with warrants for common shares shall be 500 billion won) or preferred shares (provided that the total par value of the bonds with warrants for preferred shares shall be 500 billion won). The issue price shall be not less than the par value of the shares as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants.	Article 17-2 (Issuance of Bonds with Warrants) (3) The shares to be issued upon exercise of warrants shall be either common shares (provided that the total par value of the bonds with warrants for common shares shall be 500 billion won) or class shares (provided that the total par value of the bonds with warrants for class shares shall be 500 billion won). The issue price shall be not less than the par value of the shares as determined by the Board of Directors at the time of the issuance of the relevant bonds with warrants.	To reflect change in terminology

Article 50 (Submission, Approval, Publication and Keeping of Financial Statements) (1) The President of the Corporation shall prepare and submit to the Audit Committee, no later than six (6) weeks before the date set for an ordinary General Meeting of Shareholders, the following documents and supplementary schedules thereto and a business report, following approval thereof by the Board of Directors: 1. A balance sheet; 2. A statement of profit and loss; and 3. A statement of appropriation of retained earnings or statement of disposition of deficit.	Article 50 (Submission, Approval, Publication and Keeping of Financial Statements) (1) The President of the Corporation shall prepare and submit to the Audit Committee, no later than six (6) weeks before the date set for an ordinary General Meeting of Shareholders, the following documents and supplementary schedules thereto and a business report, following approval thereof by the Board of Directors: 1. A balance sheet (statement of financial position); 2. A statement of profit and loss (statement of comprehensive income); 3. Other documents specifying financial position of the Corporation and business performance as determined by the relevant laws; and 4. Consolidated financial statement.	To reflect the amendment to the Commercial Act(Article 447 of the Act)

	ADDENDA The Articles of Incorporation shall be implemented on and after the date of promulgation; provided that the provisions of Articles 7, 7-2, 10, 16, 17 and 17-2 shall be applicable on and after the date of 15 April, 2012.	To modify the enforcement date of relevant provisions to correspond to the enforcement date of the amended Commercial Act

Agenda 3. Aggregate ceiling on remuneration for KEPCO’s directors

•

Proposed aggregate ceiling on remuneration for directors:

•

1,993,797 thousand won in fiscal year 2012 (Number of directors 15, Number of non-standing directors 8)

•

1,951,292 thousand won in fiscal year 2011 (Number of directors 15, Number of non-standing directors 8)

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.


By:		/s/ Kim, Jung In
Name: Kim, Jung In
Title: Vice President

Date: March 16, 2012