Edgar Filing: KOREA ELECTRIC POWER CORP

Form 20-F

As filed with the Securities and Exchange Commission on April 30, 2014

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 F

Form 20-F

(Mark One)

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

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

For the fiscal year ended December 31, 2013

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

For the transition period from to

¨	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

For the transition period from to

Commission File Number: 001-13372

KOREA ELECTRIC POWER CORPORATION

(Exact name of registrant as specified in its charter)


N/A		The Republic of Korea
*(Translation of registrant’s name into English)*		*(Jurisdiction of incorporation or organization)*

512 YEONGDONGDAERO, GANGNAM-GU, SEOUL 135-791, KOREA

(Address of principal executive offices)

Younseung Lee, +822 3456 4217, winstraight@kepco.co.kr, +822 3456 4299

(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 class:		Name of each exchange on which registered:
Common stock, par value Won 5,000 per share		New York Stock Exchange*
American depositary shares, each representing one-half of share of common stock		New York Stock Exchange

*	Not for trading, but only in connection with the listing of American depositary shares on the New York Stock Exchange, pursuant to the requirements of the Securities and Exchange Commission.

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:

Twenty Year 7.40% Amortizing Debentures, due April 1, 2016

One Hundred Year 7.95% Zero-to-Full Debentures, due April 1, 2096

6% Debentures due December 1, 2026

7% Debentures due February 1, 2027

6³/₄% Debentures due August 1, 2027

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the last full fiscal year

covered by the annual report:

641,964,077 shares of common stock, par value of Won 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 þ No ¨

If this annual 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 þ

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer ¨ Non-accelerated filer ¨

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 þ 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 Rule 12b-2 of the Exchange Act). Yes ¨ No þ

(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 ¨

TABLE OF CONTENTS


			Page
PART I				2
ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			2
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE			2
ITEM 3.	KEY INFORMATION			2
	Item 3A.	Selected Financial Data		2
	Item 3B.	Capitalization and Indebtedness		4
	Item 3C.	Reasons for the Offer and Use of Proceeds		4
	Item 3D.	Risk Factors		4
ITEM 4.	INFORMATION ON THE COMPANY			22
	Item 4A.	History and Development of the Company		22
	Item 4B.	Business Overview		23
	Item 4C.	Organizational Structure		74
	Item 4D.	Property, Plant and Equipment		77
ITEM 4A.	UNRESOLVED STAFF COMMENTS			78
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS			78
	Item 5A.	Operating Results		78
	Item 5B.	Liquidity and Capital Resources		93
	Item 5C.	Research and Development, Patents and Licenses, etc.		97
	Item 5D.	Trend Information		99
	Item 5E.	Off-Balance Sheet Arrangements		99
	Item 5F.	Tabular Disclosure of Contractual Obligations		99
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			104
	Item 6A.	Directors and Senior Management		104
	Item 6B.	Compensation		108
	Item 6C.	Board Practices		108
	Item 6D.	Employees		109
	Item 6E.	Share Ownership		109
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			110
	Item 7A.	Major Shareholders		110
	Item 7B.	Related Party Transactions		110
	Item 7C.	Interests of Experts and Counsel		111
ITEM 8.	FINANCIAL INFORMATION			111
	Item 8A.	Consolidated Statements and Other Financial Information		111
	Item 8B.	Significant Changes		112
ITEM 9.	THE OFFER AND LISTING			112
	Item 9A.	Offer and Listing Details		112
	Item 9B.	Plan of Distribution		114
	Item 9C.	Markets		114
	Item 9D.	Selling Shareholders		117
	Item 9E.	Dilution		117
	Item 9F.	Expenses of the Issue		117
ITEM 10.	ADDITIONAL INFORMATION			117
	Item 10A.	Share Capital		117
	Item 10B.	Memorandum and Articles of Incorporation		117
	Item 10C.	Material Contracts		124
	Item 10D.	Exchange Controls		124
	Item 10E.	Taxation		130
	Item 10F.	Dividends and Paying Agents		140
	Item 10G.	Statements by Experts		140
	Item 10H.	Documents on Display		140
	Item 10I.	Subsidiary Information		141


			Page
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			141
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			147
	Item 12A.	Debt Securities		147
	Item 12B.	Warrants and Rights		147
	Item 12C.	Other Securities		147
	Item 12D.	American Depositary Shares		148
PART II				150
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES			150
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS			150
ITEM 15.	CONTROLS AND PROCEDURES			150
ITEM 16.	[RESERVED]			151
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT			151
ITEM 16B.	CODE OF ETHICS			151
ITEM 16C.	PRINCIPAL AUDITOR FEES AND SERVICES			151
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE			152
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS			152
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTS			152
ITEM 16G.	CORPORATE GOVERNANCE			153
ITEM 16H.	MINE SAFETY DISCLOSURE			158
PART III				159
ITEM 17.	FINANCIAL STATEMENTS			159
ITEM 18.	FINANCIAL STATEMENTS			159
ITEM 19.	EXHIBITS			159

CERTAIN DEFINED TERMS AND CONVENTIONS

All references to “Korea” or the “Republic” in this annual report on Form 20-F, or this annual report, are references to the Republic of Korea. All references to the “Government” in this annual report are references to the government of the Republic. All references to “we,” “us,” “our,” “ours,” the “Company” or “KEPCO” in this annual report are references to Korea Electric Power Corporation and, as the context may require, its subsidiaries, and the possessive thereof, as applicable. All references to “the Ministry of Trade, Industry and Energy” and “the Ministry of Strategy and Finance” include the respective predecessors thereof. All references to “tons” are to metric tons, equal to 1,000 kilograms, or 2,204.6 pounds. Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding. All references to “IFRS” in this annual report are references to the International Financial Reporting Standards as issued by the International Accounting Standard Board. Unless otherwise stated, all of our financial information presented in this annual report has been prepared on a consolidated basis and in accordance with IFRS.

In addition, in this annual report, all references to:

•

“KHNP” are to Korea Hydro & Nuclear Power Co., Ltd.,

•

“EWP” are to Korea East-West Power Co., Ltd.,

•

“KOMIPO” are to Korea Midland Power Co., Ltd.,

•

“KOSEP” are to Korea South-East Power Co., Ltd.,

•

“KOSPO” are to Korea Southern Power Co., Ltd., and

•

“KOWEPO” are to Korea Western Power Co., Ltd.,

each of which is our wholly-owned generation subsidiary.

FORWARD-LOOKING STATEMENTS

This annual report includes “forward-looking statements” (as defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934), including statements regarding our expectations and projections for future operating performance and business prospects. The words “believe,” “expect,” “anticipate,” “estimate,” “project” and similar words used in connection with any discussion of our future operation or financial performance identify forward-looking statements. In addition, all statements other than statements of historical facts included in this annual report are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this annual report.

This annual report discloses, under the caption Item 3D. “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from our expectations (“Cautionary Statements”). All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements.

PART I

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 3A. Selected Financial Data

The selected consolidated financial data set forth below as of and for the years ended December 31, 2010, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements which have been prepared in accordance with IFRS.

You should read the following data with the more detailed information contained in Item 5. “Operating and Financial Review and Prospects” and our consolidated financial statements included in Item 18. “Financial Statements.” Historical results do not necessarily predict future results.

Consolidated Statement of Comprehensive Income (Loss) Data


	2010			2011			2012			2013
	(in billions of Won and millions of US$, except per share data)⁽¹⁾
Sales	￦	39,507		￦	43,175		￦	49,121		￦	53,713		$	50,898
Gross Profit		3,319			450			661			3,117			2,954
Selling and administrative expenses		1,645			1,752			1,780			1,923			1,822
Other gains (losses)		118			166			(1,782	)		129			122
Operating profit (loss)		2,260			(685	)		(2,300	)		1,948			1,846
Finance income (expense), net		(1,967	)		(1,911	)		(1,940	)		(2,302	)		(2,181	)
Income (loss) before income taxes		370			(2,473	)		(4,063	)		(396	)		(376	)
Income tax (expense) benefit		(439	)		(820	)		985			571			541
Profit (loss) for the period		(69	)		(3,293	)		(3,078	)		174			165
Other comprehensive income (loss)		(43	)		(262	)		(322	)		186			176
Total comprehensive income (loss)		(112	)		(3,555	)		(3,400	)		360			341
Profit (loss) attributable to:
Owners of the Company		(120	)		(3,370	)		(3,167	)		60			57
Non-controlling interests		51			77			89			114			108
Total comprehensive income (loss) attributable to:
Owners of the Company		(152	)		(3,628	)		(3,448	)		245			233
Non-controlling interests		40			73			48			115			109
Earnings (loss) per share
Basic⁽²⁾		(193	)		(5,411	)		(5,083	)		96			91
Earnings (loss) per ADS
Basic⁽²⁾		(97	)		(2,706	)		(2,542	)		48			46
Dividends per share		—			—			—			90			85

Consolidated Statements of Financial Position Data


	As of December 31,
	2010			2011			2012			2013
	(in billions of Won and millions of US$, except share and per share data)⁽¹⁾
Net working capital deficit⁽³⁾	￦	(916	)	￦	(3,973	)	￦	(4,884	)	￦	(4,945	)	$	(4,686	)
Property, plant and equipment, net		107,406			112,385			122,376			129,638			122,844
Total assets		129,518			136,468			146,153			155,527			147,377
Total shareholders’ equity		57,277			53,804			51,064			51,451			48,755
Equity attributable to owners of the Company		56,818			53,270			49,889			50,260			47,626
Non-controlling interests		459			534			1,175			1,191			1,129
Share capital		3,208			3,210			3,210			3,210			3,042
Number of common shares as adjusted to reflect any changes in capital stock		641,567,712			641,964,077			641,964,077			641,964,077			641,964,077
Long-term debt (excluding current portion)		32,848			39,198			45,525			52,801			50,034
Other long term liabilities		25,321			25,725			30,747			31,062			29,434

Notes:

(1)	The financial information denominated in Won as of and for the year ended December 31, 2013 has been translated into U.S. dollars at the exchange rate of Won 1,055.3 to US$1.00, which was the Noon Buying Rate as of December 31, 2013.

(2)

Basic earnings per share are calculated by dividing net income available to holders of our common shares by the weighted average number of common shares issued and outstanding for the relevant period. Dilutive loss per share is not presented as such amount was anti-dilutive for the periods indicated.

(3)	Net working capital is defined as current assets minus current liabilities. For the periods indicated, current liabilities exceeded current assets, which gave rise to working capital deficit.

Currency Translations and Exchange Rates

In this annual report, unless otherwise indicated, all references to “Won” or “￦” are to the currency of Korea, and all references to “U.S. dollars,” “Dollars,” “$” or “US$” are to the currency of the United States of America, all references to “Euro” or “€” are references to the currency of the European Union, and all references to “Yen” or “¥” are references to the currency of Japan. Unless otherwise indicated, all translations from Won to U.S. dollars were made at Won 1,055.3 to US$1.00, which was the noon buying rate of the Federal Reserve Board (the “Noon Buying Rate”) in effect as of December 31, 2013, which rates are available on the H.10 statistical release of the Federal Reserve Board. On April 11, 2014, the Noon Buying Rate was Won 1,035.4 to US$1.00. The exchange rate between the U.S. dollar and Korean Won may be highly volatile from time to time and the U.S. dollar amounts referred to in this annual report should not be relied upon as an accurate reflection of our results of operations. No representation is made that the Won or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Won, as the case may be, at any particular rate or at all.

The following table sets forth, for the periods and dates indicated, certain information concerning the Noon Buying Rate in Won per US$1.00.


Year Ended December 31,	At End of Period		Average⁽¹⁾		High		Low
	(Won per US$1.00)
2009		1,163.7		1,274.6		1,570.1		1,149.0
2010		1,130.6		1,155.7		1,253.2		1,104.0
2011		1,158.5		1,106.9		1,197.5		1,049.2
2012		1,063.2		1,126.2		1,185.0		1,063.2
2013		1,055.3		1,094.7		1,161.3		1,050.1
October		1,060.8		1,065.9		1,075.5		1,057.5
November		1,057.8		1,061.6		1,072.7		1,054.8
December		1,055.3		1,055.6		1,061.4		1,050.1
2014 (through April 11)		1,035.4		1,067.1		1,084.2		1,035.4
January		1,080.4		1,067.1		1,083.7		1,050.3
February		1,066.0		1,071.3		1,084.2		1,062.1
March		1,064.7		1,070.5		1,079.6		1,064.1
April (through April 11)		1,035.4		1,050.1		1,058.3		1,035.4

Source: Federal Reserve Board.

Note:

(1)	Represents the daily average of the Noon Buying Rates during the relevant period.

Item 3B. Capitalization and Indebtedness

Not Applicable

Item 3C. Reasons for the Offer and Use of Proceeds

Not Applicable

Item 3D. Risk Factors

Our business and operations are subject to various risks, many of which are beyond our control. If any of the risks described below actually occurs, our business, financial condition or results of operations could be seriously harmed.

Risks Relating to KEPCO

Increases in fuel prices will adversely affect our results of operations and profitability as we may not be able to pass on the increased cost to consumers at a sufficient level or on a timely basis.

Fuel costs constituted 45.1% and 47.8% of our sales and cost of sales, respectively, in 2013. Our generation subsidiaries purchase substantially all of the fuel that they use (except for anthracite coal) from suppliers outside Korea at prices determined in part by prevailing market prices in currencies other than Won. For example, most of the bituminous coal requirements (which accounted for approximately 43.0% of our entire fuel requirements in 2013 in terms of electricity output) are imported principally from Indonesia and Australia and, to a lesser extent, the United States and Russia, which accounted for approximately 41.6%, 38.2%, 9.5% and 9.5%, respectively, of the annual bituminous coal requirements of our generation subsidiaries in 2013. Approximately 89.0% of the bituminous coal requirements of our generation subsidiaries in 2013 were purchased under long-term contracts and the remaining 11.0% from the spot market. Pursuant to the terms of our long-term supply contracts, prices are adjusted periodically based on prevailing market conditions. In addition, our generation subsidiaries purchase a significant portion of their fuel requirements under contracts with limited duration. See Item 4B. “Business Overview—Fuel.”

If fuel prices increase sharply within a short span of time, our generation subsidiaries may be unable to secure requisite fuel supplies at prices commercially acceptable to them. In addition, any significant interruption or delay in the supply of fuel, bituminous coal in particular, from any of their suppliers may cause our generation subsidiaries to purchase fuel on the spot market at prices higher than the prices available under existing supply contracts, which would result in an increase in fuel costs. In recent years, however, the prices of our main fuel types, namely, bituminous coal, oil and liquefied natural gas, or LNG have generally declined in tandem with their international market prices. For example, the average “free on board” Newcastle coal 6300 GAR spot price index published by Platts declined from US$96.2 per ton in 2012 to US$85.1 per ton in 2013 and US$73.8 per ton as of April 11, 2014. The prices of oil and LNG are substantially dependent on the price of crude oil, and according to Bloomberg (Bloomberg Ticker: PGCRDUBA), the average daily spot price of Dubai crude oil declined from US$108.9 per barrel in 2012 to US$105.4 per barrel in 2013 and to US$104.1 per barrel as of April 11, 2014. However, we cannot assure you that the fuel prices will remain at similarly low levels or will not significantly increase in the remainder of 2014 or thereafter.

Because the Government regulates the rates we charge for the electricity we sell to our customers (see Item 4B. “Business Overview—Sales and Customers—Electricity Rates”), our ability to pass on fuel and other cost increases to our customers is limited. If fuel prices increase rapidly and substantially and the Government, out of concern for inflation or for other reasons, maintains the current level of electricity tariff or does not increase it to a level to sufficiently offset the impact of high fuel prices, the fuel price increases will negatively affect our profit margins or even cause us to suffer operating and/or net losses (as was the case from 2008 to 2012 when we suffered consecutive net losses and, from time to time, operating losses) and our business, financial condition, results of operations and cash flows would suffer. In addition, partly because the Government may have to undergo a lengthy deliberative process to approve an increase in electricity tariff, which represents a key component of the consumer price index, the electricity tariff may not be adjusted to a level sufficient to ensure a fair rate of return to us in a timely manner or at all. Similarly, we cannot assure that any future tariff increase by the Government will be sufficient to fully offset the adverse impact on our results of operations from the current or potential rises in fuel costs.

Further to the announcement by the Ministry of Trade, Industry and Energy in February 2010, a new electricity tariff system went into effect on July 1, 2011. This system is designed to overhaul the prior system for determining electricity tariff chargeable to customers by more closely aligning the tariff levels to movements in fuel prices, with the aim of providing more timely pricing signals to the market regarding the expected changes in electricity tariff levels and encouraging more efficient use of electricity by customers. Previously, the electricity tariff consisted of two components: (i) base rate and (ii) usage rate based on the cost of electricity and the amount of electricity consumed by the end-users. Under the new tariff system, the electricity tariff also has a third component of fuel cost pass-through adjustment (“FCPTA”) rate, which is to be added to or subtracted from the sum of the base rate and the usage rate on a monthly basis based on the three-month average movements of coal, LNG and oil prices. The new tariff system is intended to provide greater financial stability and ensure a minimum return on investment to electricity suppliers, such as us. However, due to inflationary and other policy considerations relating to protecting the consumers from sudden and substantial rises in electricity tariff, the Ministry of Trade, Industry and Energy issued a hold order on July 29, 2011 suspending our billing and collecting of the FCPTA amount. The hold order remains in effect to-date. Furthermore, on January 11, 2013, the Ministry of Trade, Industry and Energy informed us that the FCPTA system needed to be reassessed in light of the other factors such as the prolonged unbilled period since the announcement of the FCPTA system. There is no assurance as to when the Government will lift the hold order and allow us to bill and collect the accumulated FCPTA amount or whether the new tariff system will undergo other amendments to the effect that it will not fully cover our fuel and other costs on a timely basis or at all, or will not have unintended consequences that we are not presently aware of. Any such development may have a material adverse effect on our business, financial condition, results of operations and cash flows. For further discussion, including in relation to accounting, see Item 5A. “Operating and Financial Review and Prospects—Critical Accounting Policy—Correction of Accounting for Fuel Cost Pass-through Adjustment.”

The Government may adopt policy measures to substantially restructure the Korean electric power industry or our operational structure, which may have a material adverse effect on our business, operations and profitability.

From time to time, the Government considers various policy initiatives to foster efficiency in the Korean electric power industry, and at times have adopted policy measures that have substantially altered our business and operations. For example, in January 1999, with the aim of introducing greater competition in the Korean electric power industry and thereby improving its efficiency, the Government announced a restructuring plan for the Korean electric power industry, or the Restructuring Plan. For a detailed description of the Restructuring Plan, see Item 4B. “Business Overview—Restructuring of the Electric Power Industry in Korea.” As part of this initiative, in April 2001 the Government established the Korea Power Exchange to enable the sale and purchase of electricity through a competitive bidding process, established the Korea Electricity Commission to ensure fair competition in the Korean electric power industry, and, in order to promote competition in electricity generation, split off our electricity generation business to form one nuclear generation company and five thermal generation companies, in each case, to be wholly owned by us. In 2002, the Government introduced a plan to privatize one of our five thermal generation subsidiaries, but this plan was suspended indefinitely in 2003 due to prevailing market conditions and other policy considerations.

In 2003, the Government established a Tripartite Commission consisting of representatives of the Government, leading businesses and labor unions in Korea to deliberate on ways to introduce competition in electricity distribution, such as by forming and privatizing new distribution subsidiaries. In 2004, the Tripartite Commission recommended not pursuing such privatization initiatives but instead creating independent business divisions within us to improve operational efficiency through internal competition. Following the adoption of such recommendation by the Government in 2004 and further studies by Korea Development Institute, in 2006 we created nine “strategic business units” (which, together with our other business units, were subsequently restructured into 14 such units in February 2012) that have a greater degree of autonomy with respect to management, financial accounting and performance evaluation while having a common focus on increasing profitability.

In August 2010, the Ministry of Trade, Industry and Energy announced the Proposal for the Improvement in the Structure of the Electric Power Industry, whose key initiatives included the following: (i) maintain the current structure of having six generation subsidiaries, (ii) designate the six generation subsidiaries as “market-oriented public enterprises” under the Public Agency Management Act in order to foster competition among them and autonomous and responsible management by them, (iii) create a supervisory unit to act as a “control tower” in reducing inefficiencies created by arbitrary division of labor among the six generation subsidiaries and fostering economies of scale among them and require the presidents of the generation subsidiaries to hold regular meetings, (iv) create a nuclear power export business unit to systematically enhance our capabilities to win projects involving the construction and operation of nuclear power plants overseas, (v) further rationalize the electricity tariff by adopting a fuel-cost based tariff system in 2011 and a voltage-based tariff system in a subsequent year, and (vi) create separate accounting systems for electricity generation, transmission, distribution and sales with the aim of introducing competition in electricity sales in the intermediate future. Pursuant to this Proposal, in December 2010 the Ministry of Trade, Industry and Energy announced guidelines for a cooperative framework between us and our generation subsidiaries, and in January 2011 the five thermal generation subsidiaries formed a “joint cooperation unit” and transferred their pumped-storage hydroelectric business units to KHNP. Furthermore, in January 2011 the six generation subsidiaries were officially designated as “market-oriented public enterprises,” whereupon the President of Korea appoints the president and the statutory auditor of each such subsidiary; the selection of outside directors of each such subsidiary is subject to approval by the minister of the Ministry of Strategy and Finance; the president of each such subsidiary is required to enter into a management contract directly with the minister of the Ministry of Trade, Industry and Energy; and the Public Enterprise Management Evaluation Commission conducts performance evaluation of such subsidiaries. Previously, our president appointed the president and the statutory auditor of each such subsidiary; the selection of outside directors of each such subsidiary was subject to approval by our president; the president of each such subsidiary entered into a management contract with our president; and our evaluation committee conducted performance evaluation of such subsidiaries.

Other than as set forth above, we are not aware of any specific plans by the Government to resume the implementation of the Restructuring Plan or otherwise change the current structure of the electric power industry or the operations of us or our generation subsidiaries in the near future. However, for reasons relating to changes in policy considerations, socio-political, economic and market conditions and/or other factors, the Government may resume the implementation of the Restructuring Plan or initiate other steps that may change the structure of the Korean electric power industry or the operations of us or our generation subsidiaries. Any such measures may have a negative effect on our business, results of operation and financial conditions. In addition, the Government, which beneficially owns a majority of our shares and exercises significant control over our business and operations, may from time to time pursue policy initiatives with respect to our business and operations, and such initiatives may vary from the interest and objectives of our other shareholders.

Our capacity expansion plans, which are based on projections on long-term supply and demand of electricity in Korea, may prove to be inadequate.

We and our generation subsidiaries make plans for expanding or upgrading our generation capacity based on the Basic Plan Relating to the Long-Term Supply and Demand of Electricity, or the Basic Plan, which is generally revised and announced every two years by the Government. In February 2013, the Government announced the Sixth Basic Plan relating to the future supply and demand of electricity. The Sixth Basic Plan, which is effective for the period from 2013 to 2027, focuses on, among other things, (i) minimizing the need to construct new generation facilities through active consumer demand management, (ii) ensuring that we maintain adequate electricity reserve appropriate to the size of the national economy and (iii) expanding our generation capacity to promote efficient supply of electricity in consideration of the stability of the national electricity grid network and the specific needs of localities. In addition, while the Sixth Basic Plan did not contemplate the construction of additional nuclear plants in light of the heightened public concern over nuclear safety following the nuclear power plant meltdown in Japan in March 2011, there is no assurance that the Government will not implement a supplemental plan for the construction of additional nuclear plants in the future, which may increase the amount of our required capital expenditure.

In addition, on January 13, 2014, the Ministry of Trade, Industry and Energy adopted the Second Basic National Energy Plan following consultations with representatives from civic groups, the power industry and academia. The Second Basic National Energy Plan, which is a comprehensive plan that covers the entire spectrum of energy industries in Korea, will cover the period from 2013 to 2035 (compared to 2008 to 2030 under the First Basic National Energy Plan) and focuses on the following six key tasks: (i) shifting the focus of energy policy to demand management with a goal of reducing electricity demand by 15% by 2035, (ii) establishing a geographically decentralized electricity generation system so as to reduce transmission losses with a goal of supplying at least 15% of total electricity through such system by 2035, (iii) applying latest greenhouse gas emission reduction technologies to newly constructed generation units in order to further promote safety and environmental friendliness, (iv) strengthening exploration and procurement capabilities to enhance Korea’s energy security and to ensure stable supply of energy and increasing the portion of electricity supplied from renewable sources to 11% by 2035, (v) reinforcing the system for stable supply of conventional energy, such as oil and gas, and (vi) introducing in 2015 an energy voucher system in lieu of a tariff discount system for the benefit of consumers in the low income group. In addition, the Second Basic National Energy Plan contemplates revising the target level of electricity generated by nuclear sources as a percentage of total electricity generated to 29%, compared to 41% under the First Basic National Energy Plan announced in 2008.

We cannot assure that the Sixth Basic Plan, the Second Basic National Energy Plan or the respective plans to be subsequently adopted will successfully achieve their intended goals, the foremost of which is to ensure, through carefully calibrated capacity expansion and other means, balanced overall electricity supply and demand in Korea at affordable costs to the end users while promoting efficiency and environmental friendliness in the consumption and production of electricity. If there is a significant variance between the projected electricity supply and demand considered in planning our capacity expansions and the actual electricity supply and demand or if these plans otherwise fail to meet their intended goals or have other unintended consequences, this may

result in inefficient use of our capital, mispricing of electricity and undue financing costs on the part of us and our generation subsidiaries, among others, which may have a material adverse effect on our results of operations, financial condition and cash flows.

From time to time, we may experience temporary power shortages or circumstances bordering on power shortages due to factors beyond our control, such as extreme weather conditions. For example, due to extremely cold weather during winters of recent years, our electricity reserve level fell from time to time to a level lower than the normal level despite emergency measures mandated by the Government, such as reduced daytime railway services and reduced daytime industrial use of electricity during peak hours. In addition, due to the unanticipated late heat wave in mid-September 2011 and the resulting spike in the use of air conditioning, our reserve level fell to a level that resulted in temporary suspensions of electricity supply across several regions of Korea for several hours to prevent a full-scale blackout. Circumstances such as these may lead to increased end-user complaints and greater public scrutiny, which may in turn result in our need to modify our capacity expansion plans, and if we were to substantially modify our capacity plans, this may result in additional capital expenditures, which may have a material adverse effect on our results of operations, financial condition and cash flows.

In light of these temporary power shortages, the Government has increasingly expanded its efforts to encourage conservation of electricity, including through a public relations campaign, but there is no assurance such efforts will have the desired effect of substantially reducing the demand for electricity or improving efficient use thereof.

We may require a substantial amount of additional indebtedness to refinance existing debt and for future capital expenditures.

We anticipate that a substantial amount of additional indebtedness will be required in the coming years in order to refinance existing debt, make capital expenditures for construction of generation plants and other facilities and/or make acquisitions and investments related to overseas natural resources. In 2011, 2012 and 2013, our capital expenditures for construction of generation, transmission and distribution facilities amounted to Won 11,984 billion, Won 12,751 billion and Won 15,831 billion, respectively, and our budgeted capital expenditures for 2014, 2015 and 2016 amount to Won 19,898 billion, Won 18,479 billion and Won 16,339 billion, respectively. While we currently do not expect to face any material difficulties in procuring short-term borrowing to meet our liquidity and short-term capital requirements, there is no assurance that we will be able to do so. We expect that a portion of our long-term debt will need to be paid or refinanced through foreign currency-denominated borrowings and capital raising in international capital markets. Such financing may not be available on terms commercially acceptable to us or at all, especially if the global financial markets experience significant turbulence or a substantial reduction in liquidity or due to other factors beyond our control. If we are unable to obtain financing on commercially acceptable terms on a timely basis, or at all, we may be unable to meet our funding requirements or debt repayment obligations, which could have a material adverse impact on our business, results of operations and financial condition.

Recently, in light of the general policy guideline of the Government for public enterprises (including us and our generation subsidiaries) in general to reduce their respective overall debt levels, including by way of disposing of non-core assets, we are currently evaluating ways to reduce our debt levels. We cannot assure whether we or our generation subsidiaries will be able to successfully reduce debt burdens to a level contemplated by the Government or to a level that would be optimal for our capital structure. If we or our generation subsidiaries fail to reduce debt burdens to a level contemplated by the Government or the measures taken by us or our generation subsidiaries to reduce debt levels have unintended adverse consequences, such developments may have an adverse effect on our business, results of operation and financial condition.

The movement of Won against the U.S. dollar and other currencies may have a material adverse effect on us.

The Won has fluctuated significantly against major currencies in recent years, especially as a result of the ongoing difficulties in the global financial markets. See Item 3A. “Selected Financial Data—Currency Translations

and Exchange Rates.” Depreciation of Won against U.S. dollar and other foreign currencies typically results in a material increase in the cost of fuel and equipment purchased by us from overseas since the prices for substantially all of the fuel materials and a significant portion of the equipment we purchase are denominated in currencies other than Won, generally in U.S. dollars. Changes in foreign exchange rates may also impact the cost of servicing our foreign currency-denominated debt. As of December 31, 2013, approximately 20.9% of our long-term debt (including the current portion but excluding issue discounts and premium) before accounting for swap transactions, was denominated in foreign currencies, principally U.S. dollars. In addition, even if we make payments in Won for certain fuel materials and equipment, some of these fuel materials may originate from other countries and their prices may be affected accordingly by the exchange rates between the Won and foreign currencies, especially the U.S. dollar. Since the substantial majority of our revenues are denominated in Won, we must generally obtain foreign currencies through foreign currency-denominated financings or from foreign currency exchange markets to make such purchases or service such debt. As a result, any significant depreciation of Won against the U.S. dollar or other major foreign currencies will have a material adverse effect on our profitability and results of operations.

We may not be successful in implementing new business strategies.

As part of our overall business strategy, we plan to (i) strengthen reliability of our domestic operations by enhancing efficiency of our generation, transmission and distribution networks, (ii) expand overseas business by selectively exploring renewable energy, smart transmission and distribution facilities and fuel procurement projects in the overseas markets along with our traditional businesses in the generation sector, (iii) create a platform for new business growth opportunities by gaining “first mover” advantages in new businesses through technological development, and (iv) fulfill social responsibilities as an electricity provider by seeking a balance between our public policy mandate and profitability.

Due to their inherent uncertainties, such new and expanded strategic initiatives expose us to a number of risks and challenges, including the following:

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new and expanded business activities may require unanticipated capital expenditures and involve additional compliance requirements;

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new and expanded business activities may result in less growth or profit than we currently anticipate, and there can be no assurance that such business activities will become profitable at the level we desire or at all;

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certain of our new and expanded businesses, particularly in the areas of renewable energy, require substantial government subsidies to become profitable, and such subsidies may be substantially reduced or entirely discontinued;

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we may fail to identify and enter into new business opportunities in a timely fashion, putting us at a disadvantage vis-à-vis competitors, particularly in overseas markets; and

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we may need to hire or retrain personnel to supervise and conduct the relevant business activities.

As part of our business strategy, we may also seek, evaluate or engage in potential acquisitions, mergers, joint ventures, strategic alliances, restructurings, combinations, rationalizations, divestments or other similar opportunities. The prospects of these initiatives are uncertain, and there can be no assurance that we will be able to successfully implement or grow new ventures, and these ventures may prove more difficult or costly than what we originally anticipated. In addition, we regularly review the profitability and growth potential of our existing and new businesses. As a result of such review, we may decide to exit from or to reduce the resources that we allocate to new or existing ventures in the future. There is a risk that these ventures may not achieve profitability or operational efficiencies to the extent originally anticipated, and we may fail to recover investments or expenditures that we have already made. Any of the foregoing may have a material adverse effect on our reputation, business, results of operations, financial condition and cash flows.

We plan to pursue international expansion opportunities that may subject us to different or greater risks than those associated with our domestic operations.

While our operations have, to-date, been primarily based in Korea, we may expand, on a selective basis, our overseas operations in the future. In particular, we may further diversify the geographic focus of our operations from Asia to the rest of the world, including the resource-rich Middle East, Australia and Africa as well as expand our project portfolio (which has to-date involved primarily construction and operation of conventional thermal generation units) to include construction and operation of nuclear power plants as well as mining and development of fuel sources in order to increase the level of self-sufficiency in the procurement of fuels.

Overseas operations generally carry risks that are different from those we face in our domestic operations. These risks include:

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challenges of complying with multiple foreign laws and regulatory requirements, including tax laws and laws regulating our operations and investments;

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volatility of overseas economic conditions, including fluctuations in foreign currency exchange rates;

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difficulties in enforcing creditors’ rights in foreign jurisdictions;

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risk of expropriation and exercise of sovereign immunity where the counterparty is a foreign government;

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difficulties in establishing, staffing and managing foreign operations;

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differing labor regulations;

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political and economic instability, natural calamities, war and terrorism;

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lack of familiarity with local markets and competitive conditions;

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changes in applicable laws and regulations in Korea that affect foreign operations; and

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obstacles to the repatriation of earnings and cash.

Any failure by us to recognize or respond to these differences may adversely affect the success of our operations in those markets, which in turn could materially and adversely affect our business and results of operations.

Furthermore, while we seek to enter into business opportunities in a prudent and selective manner, some of our new international business ventures, such as mining and resource exploration, carry inherent risks that are different from our traditional business of electricity power generation, transmission and distribution. While these new businesses in the aggregate currently do not comprise a material portion of our overall business, as we are relatively inexperienced in these types of businesses, the actual revenues and profitability from, and investments and expenditures into, these business ventures may be substantially different from what we planned or anticipated and have a material adverse impact on our overall business, results of operations, financial condition and cash flows.

An increase in electricity generated by and/or sourced from private power producers may erode our market position and hurt our business, growth prospects, revenues and profitability.

As of December 31, 2013, we and our generation subsidiaries owned approximately 81.5% of the total electricity generation capacity in Korea (excluding plants generating electricity for private or emergency use). New entrants to the electricity business will erode our market share and create significant competition, which could have a material adverse impact on our financial conditions and results of operation.

In particular, we compete with independent power producers with respect to electricity generation. The independent power generators accounted for 13.2% of total power generation in 2013 and 18.5% of total generation capacity as of December 31, 2013. As of December 31, 2013, there were 10 independent power generators in Korea, excluding renewable energy producers. Prior to December 2010, private enterprises had not been permitted to own and operate coal-fired power plants in Korea. However, the Fifth Basic Plan announced in December 2010 included for the first time a plan for independent power producers to own and operate coal-fired power plants, namely four generation units with aggregate capacity of 2,290 megawatts for completion in 2016. In addition, in connection with the Sixth Basic Plan announced in February 2013, the Ministry of Trade, Industry and Energy accepted additional applications from independent power producers for construction of coal-fired power plants. 15 independent power producers applied for construction of a total of 40 additional coal-fired generation units with aggregate generation capacity of 37,100 megawatts, of which the Government approved applications for the construction of six generation units with aggregate generation capacity of 6,000 megawatts. The Government also approved applications from independent power producers for construction of two additional generation units with aggregate generation capacity of 2,000 megawatts to prepare for the contingency of failed or delayed construction of the foregoing generation units. Construction for the six generation units is scheduled to be completed between 2018 and 2021. While it remains to be seen whether construction of these generation units will be completed as scheduled, if it were to be completed as scheduled or independent power producers are permitted to build additional generation capacity (whether coal-fired or not), our market share in Korea may decrease, which may have a material adverse effect on our results of operations and financial condition.

In addition, under the Community Energy System adopted by the Government in 2004, a minimal amount of electricity is supplied directly to consumers on a localized basis by independent power producers without having to undergo the cost-based pool system used by our generation subsidiaries and most independent power producers to distribute electricity nationwide. A supplier of electricity under the Community Energy System must be authorized by Korea Electricity Commission and be approved by the minister of the Ministry of Trade, Industry and Energy in accordance with the Electricity Business Act. The purpose of this system is to geographically decentralize electricity supply and thereby reduce transmission losses and improve the efficiency of energy use. These entities do not supply electricity on a national level but are licensed to supply electricity to limited geographic areas. As of March 31, 2014, the aggregate generation capacity of suppliers participating in the Community Energy System represented less than 1% of that of our generation subsidiaries in the aggregate. Accordingly, we currently do not expect the Community Energy System to be widely adopted, especially in light of the significant level of capital expenditure required for such direct supply. However, if the Community Energy System is widely adopted, it may erode our currently dominant market position in the generation and distribution of electricity in Korea, and may have a material adverse effect on our business, results of operations and financial condition.

Labor unrest may adversely affect our operations.

We and each of our generation subsidiaries have separate labor unions. As of December 31, 2013, approximately 69.7% of our and our generation subsidiaries’ employees in the aggregate were members of these labor unions. Since a six-week labor strike in 2002 by union members of our generation subsidiaries in response to a proposed privatization of one of our generation subsidiaries, there has been no material labor dispute. However, we cannot assure you that there will not be a major labor strike or other material disruptions of operations by the labor unions of us and our generation subsidiaries if the Government resumes privatization or other restructuring initiatives or for other reasons, which may adversely affect our business and results of operations.

Planned relocation of the headquarters of us and our generation subsidiaries may reduce our operational efficiency.

In June 2005, as part of an initiative to foster balanced economic growth in the provinces, the Government announced a plan to relocate the headquarters of select government-invested enterprises, including us and our six

generation and certain other subsidiaries, from the Seoul metropolitan area to other provinces in Korea. Currently, our headquarters and those of our generation subsidiaries are within close vicinity of each other in the City of Seoul. Pursuant to the Government’s relocation policy, our headquarters are scheduled to be relocated to Naju in Jeolla Province, which is approximately 300 kilometers south of Seoul. Although the relocation was initially scheduled to occur by the end of 2012, due to construction delays, we currently expect that the relocation will occur by the end of 2014. In addition, the headquarters of certain of our subsidiaries are scheduled to be relocated to various other cities in Korea. While we intend to comply with the relocation plan, there can be no assurance that, following such relocation, we will be able to maintain the current level of operational efficiency due to geographic dispersion of our business units.

Operation of nuclear power generation facilities inherently involves numerous hazards and risks, any of which could result in a material loss of revenues or increased expenses.

Through KHNP, we currently operate 23 nuclear-fuel generation units. Operation of nuclear power plants is subject to certain hazards, including environmental hazards such as leaks, ruptures and discharge of toxic and radioactive substances and materials. These hazards can cause personal injuries or loss of life, severe damage to or destruction of property and natural resources, pollution or other environmental damage, clean-up responsibilities, regulatory investigation and penalties and suspension of operations. Nuclear power has a stable and relatively inexpensive cost structure (which is least costly among the fuel types used by our generation subsidiaries) and is the second largest source of Korea’s electricity supply, accounting for 27% of electricity generated in Korea in 2013. Due to significantly lower unit fuel costs compared to those for thermal power plants, our nuclear power plants are generally operated at full capacity with only routine shutdowns for fuel replacement and maintenance, with limited exceptions.

From time to time, our nuclear generation units may experience unexpected shutdowns. For example, on February 9, 2012, Kori-1 experienced a station blackout for approximately 12 minutes during a scheduled maintenance overhaul. This incident was reported to the Nuclear Safety and Security Commission on March 12, 2012, leading to a further safety evaluation, after which Kori-1 resumed operations in August 2012. The breakdown, failure or suspension of operation of a nuclear unit could result in a material loss of revenues, an increase in fuel costs related to the use of alternative power sources, additional repair and maintenance costs, greater risk of litigation and increased social and political hostility to the use of nuclear power, any of which could have a material adverse impact on our financial conditions and results of operation.

In response to the damage to the nuclear facilities (including nuclear meltdowns) in Japan as a result of the tsunami and earthquake in March 2011, the Government announced plans to further enhance the safety and security of nuclear power facilities, including by establishing the Nuclear Safety and Security Commission (“NSSC”) in July 2011 for neutral and independent safety appraisals, subjecting nuclear power plants to additional safety inspections by governmental authorities and civic groups and requiring KHNP to prepare a comprehensive safety improvement plan. As a result of the foregoing, as well as a generally higher level of public and regulatory scrutiny of nuclear power following the recent nuclear incident in Japan, KHNP plans to implement a significant number of measures to improve the safety and efficiency of its generation facilities for target completion by 2015. We expect to incur additional compliance costs and capital expenditures in relation to our improvement measures, which could have a material adverse impact on our financial conditions and results of operation.

Recent findings of falsified testing results and bribery and the subsequent prolonged shutdowns of certain of our nuclear generation units may adversely hurt our reputation, business, results of operations and financial condition.

In May 2013, the Nuclear Safety and Security Commission (“NSSC”) announced that it discovered certain control cables used in three of our then-operating nuclear generation units, Shin-Kori #1 and #2, Shin-Wolsung #1, and three units under construction, Shin-Kori #3 and #4 and Shin-Wolsung #2, had been supplied based on

forged testing results. These parts were custom-made and have critical functions in the case of emergency for activating certain safety signals. The forgery was made by a testing facility in charge of performance evaluation of the parts before delivery.

Upon such discovery, KHNP immediately began internal investigation of related certification documents and reported to the Prosecutor’s Office all testing facilities and suppliers suspected of forgery for further investigation. Currently, the NSSC, with the full cooperation of KHNP, is conducting a full scale investigation into the appropriateness of all testing results at all of our nuclear generation units. In addition, the Prosecutor’s Office has been conducting extensive investigation on all parties suspected of having been involved in the forgery and has brought several criminal and civil charges, including against several of KHNP’s former and current officers and employees. In addition, one of KHNP’s former CEOs and several former and current officers and employees of KHNP were arrested on separate bribery charges brought by the Prosecutor’s Office as part of a wider investigation into the nuclear power industry in general, and in June 2013, KHNP’s then CEO was dismissed by the Government for failure of oversight. KHNP has been fully cooperating with the authorities on these investigations and have promptly taken all appropriate disciplinary actions against KHNP’s employees allegedly involved in such incidents. KHNP has also immediately suspended all existing relationships with all of the entities alleged to have participated in any related illegal or improper activities. KHNP as an entity has not been subject to any criminal charges or sanctions. The investigations by the NSSC and the Prosecutor’s Office are still ongoing.

Immediately following the discovery of the forgery incident, Shin-Kori #1 and #2 and Shin-Wolsung #1 were shut down in May 2013 for further safety inspections. Shin-Kori #3 and #4 and Shin-Wolsung #2, where such parts were also used, currently remain under construction. Shin-Kori #1 and #2 and Shin-Wolsung #1 resumed operations in January 2014 following parts replacement and the NSSC approval. While we expect that the construction of the other units will proceed as originally planned, we cannot assure you that any or all of these units will complete construction as currently scheduled. As a result of the shutdown, we incurred additional operating expenses, including as a result of having had to purchase electricity generated from more expensive fuel sources while the aforementioned nuclear plants were suspended from operation.

The foregoing incidents follow a discovery in November 2012 that certain machinery parts, such as fuses and switches, used in KHNP’s nuclear-fuel generation units Hanbit #5 and Hanbit #6 had been supplied using forged quality certification documents. These parts were generic parts that were not essential to the function or safety of our nuclear generation, and the forgery was made by the suppliers of these parts. Following such discovery, relationships with these suppliers were immediately terminated and these units were shut down in November 2012 pending a Government investigation into the extent of the forgeries and the replacement of the affected parts, and the NSSC performed inspections on all generic supply parts at all of KHNP’s nuclear-fuel generation units. Upon completion of such investigation and inspections, Hanbit #5 and Hanbit #6 resumed operation in December 2012 and January 2013, respectively.

These incidents have had a material adverse effect, and may have a further material adverse effect, on our reputation, business, results of operation, financial condition as well as the general acceptance of nuclear power, especially if, as a result of these incidents or otherwise, there are findings of other criminal or other illegal or improper activities or if there are additional shutdowns that lead to greater social and political concerns over nuclear safety to the effect of impeding with our normal operation of nuclear generation units. See “Item 4B. Business—Recent Developments—Recent incidents involving certain of our nuclear units.”

The construction and operation of our generation, transmission and distribution facilities involve difficulties, such as opposition from civic groups, which may have an adverse effect on us.

From time to time, we encounter social and political opposition against construction and operation of our generation facilities (particularly nuclear units) and, to a lesser extent, our transmission and distribution facilities.

As a recent example, we are currently facing intense opposition from local residents and civic groups to the construction of transmission lines in the Milyang area despite having offered various compensatory and other support programs. Such opposition has delayed the schedule for completion of this project. Although we and the Government have undertaken various community programs to address concerns of residents in areas near our facilities, civic and community opposition could result in delayed construction or relocation of our planned facilities, which could have a material adverse impact on our business and results of operation.

We are subject to environmental regulations, including in relation to climate change, and our operations could expose us to substantial liabilities.

We are subject to national, local and overseas environmental laws and regulations, including increasing pressure to reduce emission of carbon dioxide relating to our electricity generation activities as well as our natural resource development endeavors overseas. Our operations could expose us to the risk of substantial liability relating to environmental or health and safety issues, such as those resulting from discharge of pollutants and carbon dioxide into the environment and the handling, storage and disposal of hazardous materials. We may be responsible for the investigation and remediation of environmental conditions at current or former operational sites. We may also be subject to related liabilities (including liabilities for environmental damage, third party property damage or personal injury) resulting from lawsuits brought by governments or private litigants. In the course of our operations, hazardous wastes may be generated, disposed of or treated at third party-owned or -operated sites. If those sites become contaminated, we could also be held responsible for the cost of investigation and remediation of such sites for any related liabilities, as well as for civil or criminal fines or penalties.

We currently operate extensive programs to comply with various environmental regulations, including the Renewable Portfolio Standard (“RPS”) program, under which each generation subsidiary is required to generate a specified percentage of total electricity to be generated by such generation subsidiary in a given year in the form of renewable energy, with the target percentage being 2.0% in 2012, 2.5% in 2013 and incrementally increasing to 10.0% by 2022. Fines are to be levied on any subsidiary that fails to do so in the prescribed timeline. In 2012, while one of our generation subsidiaries met 100% of its target, five others were unsuccessful to do so. Our six generation subsidiaries met, on average, 90.8% of the target for 2012 and accordingly were fined an aggregate amount of Won 23.7 billion. Compliance by our generation subsidiaries of the 2013 target is currently under evaluation, and if we are found to have failed to meet the target for 2013 or for subsequent years, our generation subsidiaries may become subject to additional fines or other penalties. There is no assurance that such fine or other penalty will not be substantial, and if substantial, such fine or other penalty may have a material adverse effect on our business, results of operations or financial condition. The budgeted amount of capital expenditure for implementation of the RPS as currently planned for the period from 2013 to 2022 is approximately Won 13.7 trillion. We expect that such additional capital expenditure to be covered by a corresponding increase in electricity tariff. However, there is no assurance that the Government will in fact raise the electricity tariff to a level sufficient to fully cover such additional capital expenditures or at all. See also Item 4B. “Business Overview—Renewable Energy.”

Our environmental measures, including the use of environmentally friendly but more expensive parts and equipment and budgeting capital expenditures for the installation of such facilities, may result in increased operating costs and liquidity requirement. The actual cost of installation and operation of such equipment and related liquidity requirement will depend on a variety of factors which may be beyond our control. There is no assurance that we will continue to be in material compliance with legal or social standards or requirements in the future in relation to the environment, including in respect of climate change. See Item 4B. “Business Overview—Environmental Programs” and “Business Overview—Renewable Energy.”

Newly adopted coal consumption tax may have a material adverse effect on our business, operations and profitability.

consumption tax will apply to bituminous coal, which previously was not subject to consumption tax unlike other fuel types such as LNG or bunker oil. The base tax rate (which is subject to certain adjustments) will be Won 24 per kilogram for bituminous coal; however, due to concerns on the potential adverse effect on industrial activities, the applicable tax rate will be Won 19 per kilogram for bituminous coal with net heat generation of 5,000 kilo calories or more per kilogram, and Won 17 per kilogram for bituminous coal with net heat generation of less than 5,000 kilo calories per kilogram. In contrast, the applicable tax rate for LNG will be reduced from Won 60 per kilogram to Won 42 per kilogram. Since bituminous coal currently represents the largest fuel type for electricity generation, accounting for approximately 43.0% of our entire fuel requirements in 2013 in terms of electricity output, we expect the newly adopted consumption tax thereon will result in an increase of our overall fuel costs, notwithstanding the decrease in the consumption tax rate for LNG, which accounted for approximately 19.7% of our entire fuel requirements in 2013 in terms of electricity output. While we expect that such additional fuel costs will be covered by a corresponding increase in electricity tariff, there is no assurance that the Government will in fact raise electricity tariff to a level sufficient to fully cover such additional costs in a timely manner or at all, and if the Government does not do so, the increase in our overall fuel costs arising from the newly adopted coal consumption tax will adversely affect our results of operation and financial condition.

Our risk management procedures may not prevent losses in debt and foreign currency positions.

We manage interest rate exposure for our debt instruments by limiting our variable rate debt exposure as a percentage of our total debt and closely monitoring the movements in market interest rates. We also actively manage currency exchange rate exposure for our foreign currency-denominated liabilities by measuring the potential loss therefrom using risk analysis software and entering into derivative contracts to hedge such exposure when the possible loss reaches a certain risk limit. To the extent we have unhedged positions or our hedging and other risk management procedures do not work as planned, our results of operations and financial condition may be adversely affected.

The amount and scope of coverage of our insurance are limited.

Substantial liability may result from the operations of our nuclear generation units, the use and handling of nuclear fuel and possible radioactive emissions associated with such nuclear fuel. KHNP carries insurance for its generation units and nuclear fuel transportation, and we believe that the level of insurance is generally adequate and is in compliance with relevant laws and regulations. In addition, KHNP is the beneficiary of Government indemnity which covers a portion of liability in excess of the insurance. However, such insurance is limited in terms of amount and scope of coverage and does not cover all types or amounts of losses which could arise in connection with the ownership and operation of nuclear plants. Accordingly, material adverse financial consequences could result from a serious accident or a natural disaster to the extent it is neither insured nor covered by the government indemnity.

In addition, our thermal generation subsidiaries carry insurance covering certain risks, including fire, in respect of their key assets, including buildings and equipment located at their respective power plants, construction-in-progress and imported fuel and procurement in transit. Such insurance and indemnity, however, cover only a portion of the assets that the thermal generation subsidiaries own and operate and do not cover all types or amounts of loss that could arise in connection with the ownership and operation of these power plants. In addition, unlike us, our generation subsidiaries are not permitted to self-insure, and accordingly have not self-insured, against risks of their uninsured assets or business. Accordingly, material adverse financial consequences could result from a serious accident to the extent it is uninsured.

In addition, because neither we nor our generation subsidiaries, other than KHNP, carry any insurance against terrorist attacks, an act of terrorism would result in significant financial losses. See Item 4B. “Business Overview—Insurance.”

We may not be able to raise equity capital in the future without the participation of the Government.

Under applicable laws, the Government is required to directly or indirectly own at least 51% of our issued capital stock. As of February 17, 2014 the last day on which our shareholder registry was closed, the Government, directly and through Korea Finance Corporation (a statutory banking institution wholly owned by the Government), owned 51.1% of our issued capital stock. Accordingly, without changes in the existing Korean law, it may be difficult or impossible for us to undertake, without the participation of the Government, any equity financing in the future.

Following from the recent decision of the Supreme Court of Korea, we may be exposed to potential claims made by current or previous employees for unpaid wages for the past three years under the expanded scope of ordinary wages and become subject to additional labor costs arising from the broader interpretation of ordinary wages under such decision.

Under the Labor Standards Act, an employee is legally entitled to “ordinary wages.” Under the guidelines previously issued by the Ministry of Labor, ordinary wages include base salary and certain fixed monthly allowances for work performed overtime during night shifts and holidays. Prior to the Supreme Court decision described below, many companies in Korea had typically interpreted these guidelines as excluding from the scope of ordinary wages fixed bonuses that are paid other than on a monthly basis, namely on a bi-monthly, quarterly or biannually basis, although such interpretation had been a subject of controversy and had been overruled in a few court cases.

In December 2013, the Supreme Court of Korea ruled that regular bonuses fall under the category of ordinary wages on the condition that those bonuses are paid regularly and uniformly, and that any agreement which excludes such regular bonuses from ordinary wage is invalid. The Supreme Court further ruled that in spite of invalidity of such agreements, employees shall not retroactively claim additional wages incurred due to such court decision, in case that such claims bring to employees unexpected benefits which substantially exceeds the wage level agreed by employers and employees and cause an unpredicted increase in expenditures for their company, which would lead the company to material managerial difficulty or would threat to the existence of the company. In that case, the claim is not acceptable since it is unjust and is in breach of the principle of good faith. Prior to such Supreme Court ruling, we determined wages in accordance with budget instructions from the Ministry of Strategy and Finance, which excluded bonuses from ordinary wages and which was determined with the consent of the relevant labor unions.

Following the Supreme Court decision, the Korea Power Plant Industry Union and others filed lawsuits in an aggregate amount of Won 44.6 billion against our six generation subsidiaries, based on claims that ordinary wage was paid without including certain items that should have been included as ordinary wage. Our management currently believes that we are not presently obligated to make any payments in relation to this matter and we accordingly had not made any provision in relation thereto as of December 31, 2013 since it is unclear how the Supreme Court ruling should be applied and it is not possible to reasonably estimate the amount of potential loss since such amount will depend on the nature of the future agreement between management and relevant labor unions and/or the outcome of the foregoing or related lawsuits. However, should the outcome of these or other lawsuits be finally determined against us, the resulting compensation we will be required to pay and any related increase in labor costs will have an adverse effect on our results of operation and cash flows.

Risks Relating to Korea and the Global Economy

Unfavorable financial and economic conditions in Korea and globally may have a material adverse impact on us.

We are incorporated in Korea, where most of our assets are located and most of our income is generated. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea, and our business, results of operation and financial condition are substantially dependent on the Korean consumers’ demand for

electricity, which are in turn largely dependent on developments relating to the Korean economy. The Korean economy is closely integrated with, and is significantly affected by, developments in the global economy and financial markets.

While in the aftermath of the global financial crisis that started in the second half of 2008 there have been mixed signs of recovery for the global and Korean economy, substantial uncertainties remain in the form of anticipated tightening of the U.S. monetary policy, continued fiscal and financial challenges for the European, U.S. and global economies, fluctuations in oil and commodity prices, signs of cooling of the Chinese economy and a rise of military and political tension in the Crimean peninsula and former members of the Soviet Union. Accordingly, the overall prospects for the Korean and global economy in 2014 and beyond remain uncertain. While our aggregate financial exposure to the European countries that have been significantly affected by the ongoing fiscal and financial crisis remains less than 1% of our consolidated total assets, any future deterioration of the global economy may have an adverse impact on the Korean economy, which in turn could adversely affect our business, financial condition and results of operations. As the Korean economy is highly dependent on the health and direction of the global economy, the prices of our securities may be adversely affected by investors’ reactions to developments in other countries. In addition, due to the ongoing volatility in the global financial markets, the value of the Won relative to the U.S. dollar has also fluctuated significantly in recent years, which in turn also may adversely affect our financial condition and results of operation.

Factors that determine economic and business cycles of the Korean or global economy are for the most part beyond our control and inherently uncertain. In light of the high level of interdependence of the global economy, any of the foregoing developments could have a material adverse effect on the Korean economy and financial markets, and in turn on our business and profitability.

More specifically, factors that could hurt the Korean economy in the future include, among others:

•

monetary tightening by the U.S. government known as “tapering,” further deterioration of the fiscal and financial difficulties in Europe, the slowdowns of the Chinese economy, as well as rising military and political tension in the Crimean peninsula and former members of the Soviet Union, which could have adverse effects on the global, and in turn Korean credit and financial markets as well as the exchange rates of Won to other major foreign currencies, particularly U.S. dollar;

•

increases in inflation levels, volatility in foreign currency reserve levels, commodity prices (including coal, oil, LNG prices), exchange rates (including fluctuation of U.S. dollar and Japanese Yen exchange rates or revaluation of the Renminbi), interest rates, stock market prices and inflows and outflows of foreign capital, either directly, into the stock markets, through derivatives or otherwise;

•

potential friction with Korea’s trading partners arising, in part, from Korea’s heavy reliance on exports;

•

adverse developments in the economies of countries to which Korea exports goods and services (such as China, the United States and Japan), or in emerging market economies in Asia or elsewhere that could result in a loss of confidence in the Korean economy;

•

the continued emergence of China, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and relocation of the manufacturing base from Korea to China);

•

social and labor unrest or declining consumer confidence or spending resulting from layoffs, increasing unemployment and lower levels of income;

•

uncertainty and volatility in real estate prices arising, in part, from the Government’s policy-driven tax and other regulatory measures;

•

rising fiscal deficit as a result of a decrease in tax revenues and a substantial increase in the Government’s expenditures for welfare and other social programs;

•

political uncertainty or increasing strife among or within political parties in Korea, including as a result of the continued polarization of the positions of the ruling conservative party and the progressive opposition;

•

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including such deterioration resulting from trade disputes or disagreements in foreign policy;

•

any other development that has a material adverse effect in the global economy, such as an act of war, a terrorist act or a breakout of an epidemic such as SARS, avian flu or swine flu or natural disasters such as earthquakes and tsunamis and the related disruptions in the relevant economies with global repercussions;

•

hostilities involving oil-producing countries in the Middle East and elsewhere and any material disruption in the supply of oil or a material increase in the price of oil resulting from such hostilities; and

•

an increase in the level of tensions or an outbreak of hostilities in the Korean peninsula.

Any future deterioration of the Korean economy could have an adverse effect on our business, financial condition and results of operation.

Tensions with North Korea could have an adverse effect on us and the market value of our shares.

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.

There recently has been increased uncertainty about the future of North Korea’s political leadership and its implications for the economic and political stability of the region. Shortly after the death of Kim Jong-il, a long-standing former ruler of North Korea, in December 2011 his son Kim Jong-un was named North Korea’s Supreme Commander of the Armed Forces. Whether Kim Jong-un will successfully solidify his political power or whether he will implement policies that will successfully assist North Korea in withstanding the many challenges it faces, however, remains uncertain. If the consolidation of power by Kim Jong-un is not successful or there exist any material conflicts among different political factions, there may be significant uncertainty regarding the policies, actions and initiatives that North Korea might pursue in the future. For example, in December 2013, Jang Sung-Taek, husband to Kim Jong-un’s aunt, who was widely speculated to be the second in command, was executed on charges of sedition, among others. Although the implications of such developments remain uncertain, it may cause further political and social instability in North Korea and/or adoption of more hostile policies that could enhance friction with Korea and the rest of the world.

In recent years, there have been heightened security concerns stemming from North Korea’s nuclear weapons and long-range missile programs and increased uncertainty regarding North Korea’s actions and possible responses from the international community. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty and conducted multiple rounds of nuclear tests between October 2006 and February 2013, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council unanimously passed resolutions that condemned North Korea for the nuclear tests and expanded sanctions against North Korea, most recently in March 2013.

North Korea has recently undertaken other hostile actions. For example, in March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The 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 Government

condemned North Korea for the attack and vowed stern retaliation should there be further provocation. In March 2013, North Korea declared the 1953 armistice invalid, stated that it had entered “a state of war” with Korea, and put its artillery at the highest level of combat readiness to protest the Korea-United States allies’ military drills and additional sanctions imposed on North Korea for its missile and nuclear tests.

On April 3, 2013, North Korea blocked South Koreans from entering the Kaesong Industrial Complex, an economic cooperation zone within North Korea and on April 26, 2013 South Korea decided to withdraw its workers from the complex. In September 2013, however, Korea and North Korea reached an agreement and resumed operation of the Kaesong Industrial Complex, and have since made efforts to improve the business environment of the complex, including by building radio frequency identification data transfer systems and launching internet service, among others. In February 2014, the U.S. Congressional Research Service reported that the Government’s approach towards the expansion and internationalization of the Kaesong Industrial Complex could conflict with U.S. legislative efforts to expand its sanctions on North Korea, and there is no assurance that the Government will not reverse or reduce its such efforts at detente.

There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Furthermore, North Korea’s economy also faces severe challenges, including severe inflation and food shortages, which may further aggravate social and political tensions within North Korea. In addition, reunification of Korea and North Korea could occur in the future, which would entail significant economic expenditure and commitment by Korea. Any further increase in economic or political difficulties within North Korea or escalation of military tension between Korea and North Korea could have a material adverse effect on the Company’s business, financial condition and results of operations as well as lead to a decline in the market value of our common shares and our American depositary shares.

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 Securities and Exchange Commission and listed on the New York Stock Exchange, we are, and will continue to be, subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002, as amended. However, foreign private issuers, including us, are exempt from certain corporate governance standards required under the Sarbanes-Oxley Act or the rules of the New York Stock Exchange. For a description of significant differences in corporate governance standards, see Item 16G. “Corporate Governance.” There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-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.

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 substantially all of our assets are located in Korea. As a result, it may not be possible for holders of the American depository shares to affect 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.

Risks Relating to Our American Depositary Shares

There are restrictions on withdrawal and deposit of common shares under the depositary facility.

Under the deposit agreement, holders of shares of our common stock may deposit those shares with the depositary bank’s custodian in Korea and obtain American depositary shares, and holders of American depositary shares may surrender American depositary shares to the depositary bank and receive shares of our common stock. However, under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us for the issuance of American depositary shares (including deposits in connection with the initial and all subsequent offerings of American depositary shares and stock dividends or other distributions related to these American depositary shares) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We have consented to the deposit of outstanding shares of common stock as long as the number of American depositary shares outstanding at any time does not exceed 80,153,810 shares. As a result, if you surrender American depositary shares and withdraw shares of common stock, you may not be able to deposit the shares again to obtain American depositary shares.

Ownership of our shares is restricted under Korean law.

Under the Financial Investment Services and Capital Markets Act, with certain exceptions, a foreign investor may acquire shares of a Korean company without being subject to any single or aggregate foreign investment ceiling. As one such exception, certain designated public corporations, such as us, are subject to a 40% ceiling on acquisitions of shares by foreigners in the aggregate. The Financial Services Commission may impose other restrictions as it deems necessary for the protection of investors and the stabilization of the Korean securities and derivatives market.

In addition to the aggregate foreign investment ceiling, the Financial Investment Services and Capital Markets Act and our Articles of Incorporation set a 3% ceiling on acquisition by a single investor (whether domestic or foreign) of the shares of our common stock. Any person (with certain exceptions) who holds our issued and outstanding shares in excess of such 3% ceiling cannot exercise voting rights with respect to our shares exceeding such limit.

The ceiling on aggregate investment by foreigners applicable to us may be exceeded in certain limited circumstances, including as a result of acquisition of:

•

shares by a depositary issuing depositary receipts representing such shares (whether newly issued shares or outstanding shares);

•

shares by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable bonds or withdrawal right under depositary receipts issued outside of Korea;

•

shares from the exercise of shareholders’ rights; or

•

shares by gift, inheritance or bequest.

A foreigner who has acquired our shares in excess of any ceiling described above may not exercise his voting rights with respect to our shares exceeding such limit and the Financial Services Commission may take necessary corrective action against him.

Holders of our ADSs will not have preemptive rights in certain circumstances.

The Korean Commercial Code and our Articles of Incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage 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 bank, after consultation with us, may make the rights available to you or use

reasonable efforts to dispose of the rights on your behalf and make the net proceeds available to you. The depositary bank, however, is not required to make available to you any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

•

a registration statement filed by us under the U.S. Securities Act of 1933, as amended, is in effect with respect to those shares; or

•

the offering and sale of those shares is exempt from or is not subject to the registration requirements of the U.S. Securities Act.

We are under no obligation to file any registration statement with the U.S. Securities and Exchange Commission in relation to the registration rights. If a registration statement is required for you to exercise preemptive rights but is not filed by us, you will not be able to exercise your preemptive rights for additional shares and you will suffer dilution of your equity interest in us.

The market value of your investment in our ADSs may fluctuate due to the volatility of the Korean securities market.

Our common stock is listed on the KRX KOSPI Division of the Korea Exchange, 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 Stock Market Division of the Korea Exchange. The Stock Market Division of the Korea Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities and the Stock Market Division of the Korea Exchange has prescribed a fixed range in which share prices are permitted to move on a daily basis. 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 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 promoted mergers to reduce what it considers excess capacity in a particular industry and has also encouraged 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, actual or perceived actions or inactions by the government 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.

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

Investors who purchase the American depositary shares will be required to pay for them in U.S. dollars. Our outstanding shares are listed on the Korea Exchange and are quoted and traded in Won. Cash dividends, if any, in respect of the shares represented by the American depositary shares will be paid to the depositary bank in Won and then converted by the depositary bank 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 a registered holder or beneficial owner of the American depositary shares will receive from the depositary bank in respect of dividends, the U.S. dollar value of the proceeds which a holder or owner would receive upon sale in Korea of the shares obtained upon surrender of American depositary shares and the secondary market price of the American depositary shares.

If the Government deems that certain emergency circumstances are likely to occur, it may restrict the depositary bank from converting and remitting dividends in U.S. dollars.

If the Government deems that certain emergency circumstances are likely to occur, it may impose restrictions such as requiring foreign investors to obtain prior Government approval for the acquisition of Korean securities or for the repatriation of interest or dividends arising from Korean securities or sales proceeds from disposition of such securities. These emergency circumstances include any or all of the following:

•

sudden fluctuations in interest rates or exchange rates;

•

extreme difficulty in stabilizing the balance of payments; and

•

a substantial disturbance in the Korean financial and capital markets.

The depositary bank may not be able to secure such prior approval from the Government for the payment of dividends to foreign investors when the Government deems that there are emergency circumstances in the Korean financial markets.

ITEM 4.

INFORMATION ON THE COMPANY

Item 4A. History and Development of the Company

General Information

Our legal and corporate name is Korea Electric Power Corporation. We were established by the Government on December 31, 1981 as a statutory juridical corporation in Korea under the Korea Electric Power Corporation (“KEPCO”) Act as the successor to Korea Electric Company. Our registered office is located at 512 Yeongdongdaero, Gangnam-gu, Seoul, Korea, and our telephone number is 82-2-3456-4217. Our website address is www.kepco.co.kr. Our agent in the United States is Korea Electric Power Corporation, New York Office, located at 7th Floor, Parker Plaza, 400 Kelby Street, Fort Lee, NJ 07024.

The Korean electric utility industry traces its origin to the establishment of the first electric utility company in Korea in 1898. On July 1, 1961, the industry was reorganized by the merger of Korea Electric Power Company, Seoul Electric Company and South Korea Electric Company, which resulted in the formation of Korea Electric Company. From 1976 to 1981, the Government acquired the private minority shareholdings in Korea Electric Company. After the Government acquired all the remaining shares of Korea Electric Company, Korea Electric Company was dissolved, and we were incorporated in 1981 and assumed the assets and liabilities of Korea Electric Company. We ceased to be wholly owned by the Government in 1989 when the Government sold 21% of our common stock. As of February 17, 2014, the last day on which our shareholder registry was closed, the Government maintained 51.1% ownership in aggregate of our common shares by direct holdings by the Government and indirect holdings through Korea Finance Corporation, a statutory banking institution wholly owned by the Government.

Under relevant laws of Korea, the Government is required to own, directly or indirectly, at least 51% of our capital. Direct or indirect ownership of more than 50% of our outstanding common stock enables the Government to control the approval of certain corporate matters relating to us that require a shareholders’ resolution, including approval of dividends. The rights of the Government and Korea Finance Corporation as holders of our common stock are exercised by the Ministry of Trade, Industry and Energy, based on the Government’s ownership of our common stock and a proxy received from Korea Finance Corporation, in consultation with the Ministry of Strategy and Finance.

We operate under the general supervision of the Ministry of Trade, Industry and Energy. The Ministry of Trade, Industry and Energy, in consultation with the Ministry of Strategy and Finance, is responsible for approving, subject to review by the Korea Electricity Commission, the electricity rates we charge our customers. See Item 4B. “Business Overview—Sales and Customers—Electricity Rates.” We furnish reports to officials of

the Ministry of Trade, Industry and Energy, the Ministry of Strategy and Finance and other Government agencies and regularly consult with such officials on matters relating to our business and affairs. See Item 4B. “Business Overview—Regulation.” Our non-standing directors, who comprise the majority of our board of directors, must be appointed by the Ministry of Strategy and Finance following the review and resolution of the Public Agencies Operating Committee from a pool of candidates recommended by our director nomination committee and must have ample knowledge and experience in business management, and our President must be appointed by the President of the Republic upon the motion of the minister of the Ministry of Trade, Industry and Energy following the nomination by our director nomination committee, the review and resolution of the Public Agencies Operating Committee and an approval at the general meeting of shareholders. See Item 6A. “Directors and Senior Management—Board of Directors.”

Item 4B. Business Overview

Introduction

We are an integrated electric utility company engaged in the transmission and distribution of substantially all of the electricity in Korea. Through our six wholly-owned generation subsidiaries, we also generate the substantial majority of electricity produced in Korea. As of December 31, 2013, we and our generation subsidiaries owned approximately 81.5% of the total electricity generation capacity in Korea (excluding plants generating electricity primarily for private or emergency use). In 2013, we sold to our customers approximately 474,849 gigawatt-hours of electricity. We purchase electricity principally from our generation subsidiaries and to a lesser extent from independent power producers. Of the 479,287 gigawatt-hours of electricity we purchased in 2013, 28.8% was generated by KHNP, our wholly-owned nuclear and hydroelectric power generation subsidiary, 60.6% was generated by our wholly-owned five thermal generation subsidiaries and 10.6% was generated by independent power producers. Our five thermal generation subsidiaries are KOSEP, KOMIPO, KOWEPO, KOSPO and EWP, each of which is wholly owned by us and is incorporated in Korea. We derive substantially all of our revenues and profit from Korea, and substantially all of our assets are located in Korea.

In 2013, we had sales of Won 53,713 billion and net profit of Won 174 billion, compared to sales of Won 49,121 billion and net loss of Won 3,078 billion in 2012.

Our revenues are closely tied to demand for electricity in Korea. Demand for electricity in Korea increased at a compounded average growth rate of 4.3% per annum from 2009 to 2013, compared to the real gross domestic product, or GDP, which increased at a compounded average growth rate of 3.2% during the same period, according to the Bank of Korea. The GDP growth rate was 3.0% during 2013 while demand for electricity in Korea increased by 1.8% during 2013.

Strategy

In October 2013, we announced our corporate strategy titled “Global Top Green & Smart Energy Pioneer.” Under this strategy, we seek to become a leading global energy enterprise through enhanced global competitiveness and strengthening our contribution to the global environmental campaigns through continued development of “green” and “smart” power-related technologies. We also aim to adapt to the growing uncertainties in global economy by selectively pursuing new business opportunities and through development of innovative technologies. In addition, we are in the process of integrating a “creating shared value” platform to our business model and operating strategy so as to enhance our social contributions as well as financial profitability in the form of creating new business opportunities while promoting energy welfare for our consumers.

•

Strengthen reliability of our domestic operations. Our primary strategies in this connection are to enhance efficiency of our electricity generation, transmission and distribution networks and acceptability of the construction and operation of our related facilities. Toward this end, we will strategically focus on ensuring stable supply of electricity, making our electricity networks “smarter”

and more intelligent, creating customer-oriented marketing solutions, hiring outside agencies to assist with site selection for our facilities and improving the compensation system in relation to our facilities. We also aim to strengthen our marketing capabilities in anticipation of increasing competition, as well as bolster programs designed to encourage efficient energy use. We believe these measures will be instrumental to reinforcing our dominance in the Korean electricity market.

•

Expand overseas business. Our primary strategies in this connection are to develop tailored expansion plans specific to the target region, increase the level of our control over the proposed projects and procure secure supply of fuels. In this connection, we plan to expand our thermal and nuclear power projects as well as selectively explore renewable energy, smart transmission and distribution facilities and fuel procurement projects in the overseas markets.

•

Create a platform for new business growth opportunities. Our primary objectives in this connection are to gain “first mover” advantages in new businesses through technological development and to create opportunities for synergy through formation of an integrated energy network connecting Northeast Asia. Towards these goals, we plan to focus on development of high value-added electricity-related technology, commercialization of our strategic projects and establishment of “super grids” in Northeast Asia.

•

Fulfill social responsibilities as an electricity provider. In this connection, we will continue to seek a balance between our public policy mandate and profitability and develop sustainable products, including through leadership in low-carbon clean energy business, development of a sustainable energy business model and actualization of results-oriented social responsibility as a global corporate citizen.

Recent Developments

Increase in Electricity Tariff Rates

Effective November 21, 2013, the Government increased the electricity rates that we charge to the end-users by an average of 5.4% as further set forth in the following table:

Type of
Usage

Residential

Commercial

Industrial

Educational

Agricultural

Street
Lighting

Overnight
Usage

Less than
300 kW

300 kW or
more

Average

Less than
300 kW

300 kW or
more

Average

% increase

2.7

5.2

6.4

5.8

6.4

—

3.0

5.4

Effective January 14, 2013, the Government further increased the electricity rates that we charge to the end-users by an average of 4.0% as further set forth in the following table:

Type of
Usage

Residential

Commercial

Industrial

Educational

Agricultural

Street
Lighting

Overnight
Usage

Low-voltage

High-voltage

Average

Low-voltage

High-voltage

Average

% increase

2.0

2.7

6.3

4.6

3.5

4.4

3.5

3.0

5.0

We cannot assure you that such tariff increases will be sufficient to fully offset the adverse impact on our results of operations from the current or future movements in fuel costs.

Proposed Second Basic National Energy Plan

On January 13, 2014, the Ministry of Trade, Industry and Energy adopted the Second Basic National Energy Plan following consultations with representatives from civic groups, the power industry and academia. The Second Basic National Energy Plan, which is a comprehensive plan that covers the entire spectrum of energy industries in Korea, will cover the period from 2013 to 2035 (compared to 2008 to 2030 under the First Basic National Energy Plan) and focuses on the following six key tasks: (i) shifting the focus of energy policy to demand management with a goal of reducing electricity demand by 15% by 2035, (ii) establishing a geographically decentralized electricity generation system so as to reduce transmission losses with a goal of

supplying at least 15% of total electricity through such system by 2035, (iii) applying latest greenhouse gas emission reduction technologies to newly constructed generation units in order to further promote safety and environmental friendliness, (iv) strengthening exploration and procurement capabilities to enhance Korea’s energy security and to ensure stable supply of energy and increasing the portion of electricity supplied from renewable sources to 11% by 2035, (v) reinforcing the system for stable supply of conventional energy, such as oil and gas, and (vi) introducing in 2015 an energy voucher system in lieu of a tariff discount system for the benefit of consumers in the low income group. In addition, the Second Basic National Energy Plan contemplates revising the target level of electricity generated by nuclear sources as a percentage of total electricity generated to 29%, compared to 41% under the First Basic National Energy Plan announced in 2008.

Additional Entry of Private Enterprises in the Coal-Fired Power Generation Business

In connection with the Sixth Basic Plan announced in February 2013, the Ministry of Trade, Industry and Energy accepted additional applications from independent power producers for construction of coal-fired power plants. The Fifth Basic Plan announced in December 2010 included for the first time a plan for independent power producers to own and operate coal-fired power plants, namely two such generation units with aggregate capacity of 2,000 megawatts for completion in 2016. Prior to December 2010, private enterprises had not been permitted to own and operate coal-fired power plants in Korea. For the Sixth Basic Plan, 15 independent power producers applied for construction of a total of 40 additional coal-fired generation units with aggregate generation capacity of 37,100 megawatts, of which the Government approved applications for the construction of six generation units with aggregate generation capacity of 6,000 megawatts. The Government also approved applications from independent power producers for construction of two additional generation units with aggregate generation capacity of 2,000 megawatts to prepare for the contingency of failed or delayed construction of the foregoing generation units. Construction for the six generation units is scheduled to be completed between 2018 and 2021.

Coal Consumption Tax

On January 1, 2014, largely based on policy considerations of tax equity among different fuel types as well as environmental concerns, the Ministry of Strategy and Finance announced that, effective July 1, 2014, consumption tax will apply to bituminous coal, which previously was not subject to consumption tax unlike other fuel types such as LNG or bunker oil. The base tax rate (which is subject to certain adjustments) will be Won 24 per kilogram for bituminous coal; however, due to concerns on the potential adverse effect on industrial activities, the applicable tax rate will be Won 19 per kilogram for bituminous coal with net heat generation of 5,000 kilo calories or more per kilogram, and Won 17 per kilogram for bituminous coal with net heat generation of less than 5,000 kilo calories per kilogram. In contrast, the applicable tax rate for LNG will be reduced from Won 60 per kilogram to Won 42 per kilogram. Since bituminous coal currently represents the largest fuel type for electricity generation, accounting for approximately 43.0% of our entire fuel requirements in 2013 in terms of electricity output, we expect the newly adopted consumption tax thereon will result in an increase of our overall fuel costs, notwithstanding the decrease in the consumption tax rate for LNG, which accounted for approximately 19.7% of our entire fuel requirements in 2013 in terms of electricity output. While we expect that such additional fuel costs will be covered by a corresponding increase in electricity tariff, there is no assurance that the Government will in fact raise electricity tariff to a level sufficient to fully cover such additional costs in a timely manner or at all, and if the Government does not do so, the increase in our overall fuel costs arising from the newly adopted coal consumption tax will adversely affect our results of operation and financial condition.

Recent Incidents Involving Certain of Our Nuclear Generation Units

In May 2013, the NSSC announced that it discovered certain control cables used in three of our then-operating nuclear generation units, Shin-Kori #1 and #2, Shin-Wolsung #1, and three units under construction, Shin-Kori #3 and #4 and Shin-Wolsung #2, had been supplied based on forged testing results. These parts were custom-made and have critical functions in the case of emergency for activating certain safety signals. The forgery was made by a testing facility in charge of performance evaluation of the parts before delivery.

In response to the recent scandals, the Ministry of Trade, Industry and Energy has announced a number of measures to enhance the integrity, transparency and overall quality of the procurement, testing and verification processes with respect to parts used at our nuclear generation units, including: (i) encouraging open hiring (including outside experts) to reduce the chances of collusion, (ii) establishing a Government-supervised independent testing verification agency for nuclear generation parts, (iii) requiring KHNP to obtain testing results directly from testing facilities instead of indirectly from suppliers as has been the existing practice, (iv) increasing criminal and civil penalties for wrongdoings related to quality certifications, and (v) enhancing transparency in KHNP’s procurement process. We are actively and promptly implementing these measures. In addition, KHNP has filed a lawsuit seeking compensation for damages against the supplier and testing facility that were responsible for the forgery.

These incidents have had a material adverse effect, and may have a further material adverse effect, on our reputation, business, results of operation, financial condition as well as the general acceptance of nuclear power, especially if, as a result of these incidents or otherwise, there are findings of other criminal or other illegal or improper activities or if there are additional shutdowns that lead to greater social and political concerns over nuclear safety to the effect of impeding with our normal operation of nuclear generation units. See Item 3D. “Risk Factors—Recent findings of falsified testing results and bribery and the subsequent prolonged shutdowns of certain of our nuclear generation units may adversely hurt our reputation, business, results of operations and financial condition.”

Coal-Fired Power Plant Project in Vietnam

On March 19, 2013, a consortium consisting of us and Marubeni, a Japanese corporation, was selected by the Ministry of Industry and Trade of Vietnam for the construction and operation of a 1,200 megawatt coal-fired power plant in Thanh Hoa province, Vietnam. Construction will begin in December 2014 with target completion

by December 2018, after which we will operate the plant for 25 years. We have entered into a power purchase agreement with Electricity of Vietnam (EVN). Total project cost is expected to be US$2.3 billion, of which 25% will be funded by capital contribution and the remaining 75% by debt financing. The share capital of the special purpose entity that will be in charge of this project will be US$ 575 million, and KEPCO and Marubeni will each hold a 50% equity interest in such entity.

Electricity Storage System and Smart Grid Initiatives

We have recently been actively participating in the Government’s initiative for wider distribution and use of electricity storage systems (“ESS”). An ESS is a facility that stores electricity generated during times of low demand and transmits such electricity during times of high demand. Since our generation units currently set aside part of their capacity for frequency adjustment, replacing such parts with ESSs is expected to result in significant fuel cost savings and efficiency enhancement for the generation process. We plan to establish and operate ESSs with total capacity of 50 megawatts in 2014 and gradually increase the capacity to 500 megawatts by 2017, which we believe will result in fuel cost savings of approximately Won 300 billion per year.

We are also involved in a number of smart-grid related initiatives. For example, we are participating in the Government’s Smart Grid Expansion Business along with 47 other corporations and agencies. This initiative involves setting out a realistic business model for commercialization of smart grid technologies for general use and distribution. The consortium is currently working on the details of such model. In addition, after completing the experimentation stage at one of our office buildings, we plan to roll out “smart grid stations,” which include facilities that integrate renewable energy production, electricity storage, advanced metering and/or building automation, to our office buildings in 210 locations nationwide. We are also in the process of developing micro-grids, for which the experimentation stage was completed, as replacement for long-distance transmission grids. Furthermore, we are also upgrading our current facility management programs and office software to comprehensively integrate smart grid and advanced metering operating systems.

Government Ownership and Our Interactions with the Government

The KEPCO Act requires that the Government own at least 51% of our capital stock. Direct or indirect ownership of more than 50% of our outstanding common stock enables the Government to control the approval of certain corporate matters which require a shareholders’ resolution, including approval of dividends. The rights of the Government and Korea Finance Corporation as holders of our common stock are exercised by the Ministry of Trade, Industry and Energy in consultation with the Ministry of Strategy and Finance. We are currently not aware of any plans of the Government to cease to own, directly or indirectly, at least 51% of our outstanding common stock.

We play an important role in the implementation of the Government’s national energy policy, which is established in consultation with us, among other parties. As an entity formed to serve public policy goals of the Government, we seek to maintain a fair level of profitability and strengthen our capital base in order to support the growth of our business in the long term.

The Government, through its various policy initiatives for the Korean energy industry as well as direct and indirect supervision of us and our industry, plays an important role in our business and operations. Most importantly, the electricity tariff rates we charge to our customers are regulated by the Government taking into account, among others, our needs to recover the costs of operations, make capital investments and recoup a fair return on capital invested by us, as well as the Government’s overall policy considerations, such as inflation. See Item 4B. “Business Overview—Sales and Customers—Electricity Rates.”

In addition, pursuant to the Basic Plan determined by the Government, we and our generation subsidiaries have made, and plan to make, substantial expenditures for the construction of generation plants and other facilities to meet demand for electric power. See Item 5B. “Liquidity and Capital Resources—Capital Requirements.”

Restructuring of the Electric Power Industry in Korea

On January 21, 1999, the Ministry of Trade, Industry and Energy published the Restructuring Plan. The overall objectives of the Restructuring Plan consisted of: (i) introducing competition and thereby increasing efficiency in the Korean electric power industry, (ii) ensuring a long-term, inexpensive and stable electricity supply, and (iii) promoting consumer convenience through the expansion of consumer choice.

The following provides further details relating to the Restructuring Plan.

Phase I

During Phase I, which served as a preparatory stage for Phase II and lasted from the announcement of the Restructuring Plan in January 1999 until April 2001, we undertook steps to split our generation business units off into one wholly-owned nuclear generation subsidiary (namely, KHNP) and five wholly-owned thermal generation subsidiaries (namely, KOSEP, KOMIPO, KOWEPO, KOSPO and EWP), each with its own management structure, assets and liabilities. These steps were completed upon the approval of the split-off at our shareholders’ meeting in April 2001.

The Government’s principal objectives in the split-off of the generation units into separate subsidiaries were to: (i) introduce competition and thereby increase efficiency in the electricity generation industry in Korea, and (ii) ensure a stable supply of electricity in Korea.

Following the implementation of Phase I, we have substantial monopoly with respect to the transmission and distribution of electricity in Korea.

While our ownership percentage of the thermal generation subsidiaries will depend on the further adjustments to the Restructuring Plan to be adopted by the Government, we plan to retain 100% ownership of both KHNP and our transmission and distribution business.

Phase II

At the outset of Phase II in April 2001, the Government introduced a cost-based competitive bidding pool system under which we purchase power from our generation subsidiaries and other independent power producers for transmission and distribution to customers. For a further description of this system, see “—Purchase of Electricity—Cost-based Pool System” below.

In order to support the logistics of the cost-based pool system, the Government established the Korea Power Exchange in April 2001 pursuant to the Electricity Business Law. The primary function of the Korea Power Exchange is to deal with the sale of electricity and implement regulations governing the electricity market to allow for electricity distribution through a competitive bidding process. The Government also established the Korea Electricity Commission in April 2001 to regulate the Korean electric power industry and ensure fair competition among industry participants. To facilitate this goal, the Korea Power Exchange established the Electricity Market Rules relating to the operation of the bidding pool system. To amend the Electricity Market Rules, the Korea Power Exchange must have the proposed amendment reviewed by the Korea Electricity Commission and then obtain the approval of the Ministry of Trade, Industry and Energy.

The Korea Electricity Commission’s main functions include implementation of standards and measures necessary for electricity market operation and review of matters relating to licensing participants in the Korean electric power industry. The Korea Electricity Commission also acts as an arbitrator in tariff-related disputes among participants in the Korean electric power industry and investigates illegal or deceptive activities of the industry participants.

Privatization of Thermal Generation Subsidiaries

In April 2002, the Ministry of Trade, Industry and Energy released the basic privatization plan for five of our generation subsidiaries other than KHNP. Pursuant to this plan, we commenced the process of selling our equity interest in KOSEP in 2002. According to the original plan, this process was, in principle, to take the form of a sale of management control, potentially supplemented by an initial public offering as a way of broadening the investor base. In November 2003, KOSEP submitted its application to the Korea Exchange for a preliminary screening review, which was approved in December 2003. However, in June 2004, KOSEP made a request to the Korea Exchange to delay its stock listing due to unfavorable stock market conditions at that time. We may resume the stock listing process for KOSEP in due course, after taking into consideration the overall stock market conditions and other pertinent matters. The aggregate foreign ownership of our generation subsidiaries is limited to 30% of total power generation capacity in Korea. In consultation with us, the Government will determine the size of the ownership interest to be sold and the timing of such sale, with a view to encouraging competition and assuring adequate electricity supply and debt service capability.

We believe the Government currently has no specific plans to resume the public offering of KOSEP or commence the same for any of our other generation subsidiaries in the near future. However, we cannot assure that our generation subsidiaries will not become part of Government-led privatization initiatives in the future for reasons relating to a change in Government policy, economic and market conditions and/or other factors.

Suspension of the Plan to Form and Privatize Distribution Subsidiaries

Initiatives to Improve the Structure of Electricity Generation

In August 2010, based on deliberations with various interested parties, the Ministry of Trade, Industry and Energy announced the Proposal for the Improvement in the Structure of the Electric Power Industry, whose key initiatives include the following: (i) maintain the current structure of having six generation subsidiaries, (ii) designate the six generation subsidiaries as “market-oriented public enterprises” under the Public Agency Management Act in order to foster competition among them and autonomous and responsible management by them, (iii) create a supervisory unit to act as a “control tower” in reducing inefficiencies created by arbitrary division of labor among the six generation subsidiaries and fostering economies of scale among them and require the presidents of the generation subsidiaries to hold regular meetings, (iv) create a nuclear power export business unit to systematically enhance our capabilities to win projects involving the construction and operation of nuclear power plants overseas, (v) further rationalize the electricity tariff by adopting a fuel-cost based tariff system in 2011 and a voltage-based tariff system in a subsequent year, and (vi) create separate accounting systems for electricity generation, transmission, distribution and sales with the aim of introducing competition in electricity sales in the intermediate future.

Pursuant to this Proposal, in December 2010 the Ministry of Trade, Industry and Energy announced guidelines for a cooperative framework between us and our generation subsidiaries, and in January 2011 the five thermal generation subsidiaries formed a “joint cooperation unit” and transferred their pumped-storage hydroelectric

business units to KHNP. Furthermore, in January 2011 the six generation subsidiaries were officially designated as “market-oriented public enterprises,” whereupon the President of Korea appoints the president and the statutory auditor of each such subsidiary; the selection of outside directors of each such subsidiary is subject to approval by the minister of the Ministry of Strategy and Finance; the president of each such subsidiary is required to enter into a management contract directly with the minister of the Ministry of Trade, Industry and Energy; and the Public Enterprise Management Evaluation Commission conducts performance evaluation of such subsidiaries. Previously, our president appointed the president and the statutory auditor of each such subsidiary; the selection of outside directors of each such subsidiary was subject to approval by our president; the president of each such subsidiary entered into a management contract with our president; and our evaluation committee conducted performance evaluation of such subsidiaries.

Purchase of Electricity

Cost-based Pool System

Since April 2001, the purchase and sale of electricity in Korea is required to be made through the Korea Power Exchange, which is a statutory not-for-profit organization established under the Electricity Business Act with responsibilities for setting the price of electricity, handling the trading and collecting relevant data for the electricity market in Korea. The suppliers of electricity in Korea consist of our six generation subsidiaries, which were spun off from us in April 2001, and independent power producers, which numbered 10 (excluding renewable energy producers) as of December 31, 2013. We distribute electricity purchased through the Korea Power Exchange to the end users.

Our Relationship with the Korea Power Exchange

The key features of our relationships with the Korea Power Exchange include the following: (i) we and our six generation subsidiaries are member corporations of the Korea Power Exchange and collectively own 100% of its share capital, (ii) three of the 10 members of the board of directors of the Korea Power Exchange are currently our or our subsidiaries’ employees, and (iii) one of our employees is currently a member in three of the key committees of the Korea Power Exchange that are responsible for evaluating the costs of producing electricity, making rules for the Korea Power Exchange and gathering and disclosing information relating to the Korean electricity market.

Notwithstanding the foregoing relationships, however, we do not have control over the Korea Power Exchange or its policies since, among others, (i) the Korea Power Exchange, its personnel, policies, operations and finances are closely supervised and controlled by the Government, namely through the Ministry of Trade, Industry and Energy, and are subject to a host of laws and regulations, including, among others, the Electricity Business Act and the Public Agencies Management Act, as well as the Articles of Incorporation of the Korea Power Exchange, (ii) we are entitled to elect no more than one-third of the Korea Power Exchange directors and our representatives represent only a minority of its board of directors and committees (with the other members being comprised of representatives of the Ministry of Trade, Industry and Energy, employees of the Korea Power Exchange, businesspersons and/or scholars), and (iii) the role of our representatives in the policy making process for the Korea Power Exchange is primarily advisory based on their technical expertise derived from their employment at us or our generation subsidiaries. Consistent with this view, the Finance Supervisory Service issued a ruling in 2005 that stated that we are not deemed to have significant influence or control over the decision-making process of the Korea Power Exchange relating to its business or financial affairs.

Pricing Factors

The price of electricity in the Korean electricity market is determined principally based on the cost of generating electricity using a system known as the “cost-based pool” system. Under the cost-based pool system, the price of electricity has two principal components, namely the marginal price (representing in principle the variable cost of generating electricity) and the capacity price (representing in principle the fixed cost of generating electricity).

Under the merit order system, the electricity purchase allocation, the system marginal price (as described below) and the final allocation adjustment are automatically determined based on an objective formula. The variable cost (including the adjusted coefficient as described below) and the capacity price are determined in advance of trading by the Cost Evaluation Committee. Accordingly, a supplier of electricity cannot exercise control over the merit order system or its operations to such supplier’s strategic advantage.

Marginal Price

The primary purpose of the marginal price is to compensate the generation companies for fuel costs, which represents the principal component of the variable costs of generating electricity. We currently refer such marginal price as the “system marginal price.”

The system marginal price represents, in effect, the marginal price of electricity at a given hour at which the projected demand for electricity and the projected supply of electricity for such hour intersect, as determined by the merit order system, which is a system used by the Korea Power Exchange to allocate which generation units will supply electricity for which hour and at what price. To elaborate, the projected demand for electricity for a given hour is determined by the Korea Power Exchange based on a forecast made one day prior to trading, and such forecast takes into account, among others, historical statistics relating to demand for electricity nationwide by day and by hour, seasonality and on-peak-hour versus off-peak hour demand analysis. The projected supply of electricity at a given hour is determined as the aggregate of the available capacity of all generation units that have submitted bids to supply electricity for such hour. These bids are submitted to the Korea Power Exchange one day prior to trading.

Under the merit order system, the generation unit with the lowest variable cost of producing electricity among all the generation units that have submitted a bid for a given hour is first awarded a purchase order for electricity up to the available capacity of such unit as indicated in its bid. The generation unit with the next lowest variable cost is then awarded a purchase order up to its available capacity in its bid, and so forth, until the projected demand for electricity for such hour is met. We refer to the variable cost of the generation unit that is the last to receive the purchase order for such hour as the system marginal price, which also represents the highest price at which electricity can be supplied at a given hour based on the demand and supply for such hour. Generation units whose variable costs exceed the system marginal price for a given hour do not receive purchase orders to supply electricity for such hour. The variable cost of each generation unit is determined by the Cost Evaluation Committee (comprised of representatives from the Ministry of Trade, Industry and Energy, the Korea Power Exchange, generation companies, scholars and researchers as well as us) on a monthly basis and reflected in the following month based on the fuel costs two months prior to such determination. The purpose of the merit order system is to encourage generation units to reduce its electricity generation costs by making its generation process more efficient, sourcing fuels from most cost-effective sources or adopting other cost savings programs.

The final allocation of electricity supply is further adjusted on the basis of other factors, including the proximity of a generation unit to the geographical area to which power is being supplied, network and fuel constraints and the amount of power loss. This adjustment mechanism is designed to adjust for transmission losses in order to improve overall cost-efficiency in the transmission of electricity to end-users.

The price of electricity at which our generation subsidiaries sell electricity to us is determined using the following formula:

Variable cost + [System marginal price – Variable cost] * Adjusted coefficient

The adjusted coefficient is determined based on considerations of, among others, electricity tariff rates, the differential generation costs for different fuel types and the relative fair returns on investment in respect of us compared to our generation subsidiaries. The purpose of the adjusted coefficient is to prevent electricity trading from resulting in undue imbalances as to the relative financial results among generation subsidiaries as well as

between us (as the purchaser of electricity) and our generation subsidiaries (as sellers of electricity). Such imbalances may arise from excessive profit taking by base load generators (on account of their inherently cheaper fuel cost structure compared to non-base load generators) as well as from fluctuations in fuel prices (it being the case that during times of rapid and substantial rises in fuel costs which are not offset by corresponding rises in electricity tariff rates charged by us to end-users, on a non-consolidated basis our profitability will decline compared to that our generation subsidiaries since our generation subsidiaries are entitled to sell electricity to us at cost plus a guaranteed margin).

The adjusted coefficient applies in principle to all generation units that use the same type of fuel, except for independent power producers that use LNG or oil as fuel. Independent power producers that use coal as fuel will be entitled to the adjusted coefficient upon commencement of commercial operation beginning from 2016. The adjusted coefficient is currently set at the highest level for the marginal price of electricity generated using nuclear fuel, followed by coal, oil and LNG. The differentiated adjusted coefficients reflect the Government’s current energy policy objectives and have the effect of setting priorities in the fuel types to be used in electricity generation. The adjusted coefficient is determined by the Cost Evaluation Committee in principle on an annual basis, although in exceptional cases driven by external factors such as material developments in fuel costs and electricity tariff rates, the adjusted coefficient may be adjusted on a quarterly basis.

Capacity Price

In addition to payment in respect of the variable cost of generating electricity, generation units receive payment in the form of capacity price, the purpose of which is to compensate them for the costs of constructing generation facilities and to provide incentives for new construction. The capacity price is determined annually by the Cost Evaluation Committee based on the construction costs and maintenance costs of a standard generation unit and is paid to each generation company for the amount of available capacity indicated in the bids submitted the day before trading, subject to such capacity being actually available on the relevant day of trading. From time to time, the capacity price is adjusted in ways to soften the impact of changes in the marginal price over time based on the expected rate of return for our generational subsidiaries. Currently, the capacity price is Won 7.46/kW-h and is applied equally to all generation units, regardless of fuel types used.

Effective as of January 1, 2007, a regionally differentiated capacity price system was introduced by setting a standard capacity reserve margin in the range of 12.0% to 20.0% in order to prevent excessive capacity build-up as well as induce optimal capacity investment at the regional level. The capacity reserve margin is the ratio of peak demand to the total available capacity. Under this system, generation units in a region where available capacity is insufficient to meet demand for electricity as evidenced by a failure to meet the standard capacity reserve margin receive increased capacity price. Conversely, generation units in a region where available capacity exceeds demand for electricity as evidenced by exceeding the standard capacity reserve margin receive reduced capacity price. Since 2006, the capacity price received by generation units has been subject to hourly and seasonal adjustments in order to incentivize our generation subsidiaries to operate their generation facilities at full capacity during periods of highest demand. For example, the capacity price paid differs depending on whether the relevant hour is a “on-peak” hour, a “mid-peak” hour or an “off-peak” hour (it being highest for the on-peak hours and lowest for the off-peak hours) and the capacity price paid is highest during the months of January, July and August when electricity usage is highest due to weather conditions. Other than subject to the aforementioned variations, the same capacity pricing mechanism applies to all generation units regardless of fuel types used.

Power Trading Results

The results of power trading, as effected through the Korea Power Exchange, for our generation subsidiaries for the year ended December 31, 2013 are as follows:


	Items	Volume (Gigawatt hours)		Percentage of Total Volume (%)		Sales to KEPCO (in billions of Won)		Percentage of Total Sales (%)		Unit Price (Won/kWh)
Generation Companies	KHNP		137,948		28.8		6,289		14.9		45.59
	KOSEP		59,211		12.3		4,040		9.5		68.23
	KOMIPO		55,631		11.6		5,659		13.4		101.72
	KOWEPO		55,954		11.7		5,755		13.6		102.86
	KOSPO		65,685		13.7		7,136		16.9		108.64
	EWP		54,069		11.3		5,301		12.5		98.04
	Others⁽¹⁾		50,788		10.6		8,109		19.2		159.67

	Total		479,287		100.0		42,288		100.0		88.23

Energy Sources	Nuclear		132,396		27.6		5,179		12.2		39.12
	Bituminous coal		186,886		39.0		10,972		26.1		58.71
	Anthracite coal		7,367		1.5		676		1.6		91.73
	Oil		14,750		3.1		3,271		7.8		221.78
	LNG		4,462		0.9		1,040		2.5		215.31
	Combined-cycle		115,420		24.1		18,238		43.4		158.52
	Hydro		3,558		0.7		608		1.4		170.92
	Pumped-storage		4,086		0.9		835		2.0		204.42
	Others		10,361		2.2		1,469		3.0		120.62

	Total		479,287		100.0		42,288		100.0		88.23

Load	Base load		323,099		67.4		16,442		38.9		50.89
	Non-base load		156,188		32.6		25,846		61.1		165.48

	Total		479,287		100.0		42,288		100.0		88.23

Note:

(1)	Others represent independent power producers that trade electricity through the cost-based pool system of power trading (excluding independent power producers that supply electricity under power purchase agreements with us).

Power Purchased from Independent Power Producers Under Power Purchase Agreements

In 2013, we purchased an aggregate of 16,892 gigawatt hours of electricity generated by independent power producers under existing power purchase agreements. These independent power producers had an aggregate generation capacity of 4,268 megawatts as of December 31, 2013.

Power Generation

As of December 31, 2013, we and our generation subsidiaries had a total of 598 generation units, including nuclear, thermal, hydroelectric and internal combustion units, representing total installed generation capacity of 70,845 megawatts. Our thermal units produce electricity using steam turbine generators fired by coal, oil and LNG. Our internal combustion units use oil or diesel-fired gas turbines and our combined-cycle units are primarily LNG-fired. We also purchase power from several generation plants not owned by our generation subsidiaries.

The table below sets forth as of and for the year ended December 31, 2013 the number of units, installed capacity and the average capacity factor for each type of generating facilities owned by our generation subsidiaries.


	Number of Units		Installed Capacity⁽¹⁾		Average Capacity Factor⁽²⁾
			(Megawatts)		(Percent)
Nuclear		23		20,716		75.5
Thermal:
Coal		51		24,534		93.6
Oil		16		3,950		40.3
LNG		4		888		45.4

Total thermal		71		29,372		85.0

Internal combustion		208		330		23.8
Combined-cycle		107		14,886		63.5
Hydro		71		5,334		12.2
Wind		40		94		17.1
Solar		70		70		13.6
Fuel cell		7		14		66.1
Biogas		1		30		45.0

Total		598		70,845		71.0

Notes:

(1)	Installed capacity represents the level of output that may be sustained continuously without significant risk of damage to plant and equipment.

(2)	Average capacity factor represents the total number of kilowatt hours of electricity generated in the indicated period divided by the total number of kilowatt hours that would have been generated if the generation units were continuously operated at installed capacity, expressed as a percentage.

The expected useful life of a unit, assuming no substantial renovation, is approximately as follows: nuclear, over 40 years; thermal, over 30 years; internal combustion, over 25 years; and hydroelectric, over 55 years. Substantial renovation can extend the useful life of thermal units by up to 20 years.

We seek to achieve efficient use of fuels and diversification of generation capacity by fuel type. In the past, we relied principally upon oil-fired thermal generation units for electricity generation. Since the oil shock in 1974, however, Korea’s power development plans have emphasized the construction of nuclear generation units. While nuclear units are more expensive to construct than thermal generation units of comparable capacity, nuclear fuel is less expensive than fossil fuels in terms of electricity output per unit cost. However, efficient operation of nuclear units requires that such plants be run continuously at relatively constant energy output levels. As it is impractical to store large quantities of electrical energy, we seek to maintain nuclear power production capacity at approximately the level at which demand for electricity is continuously stable. During those times when actual demand exceeds the usual level of electricity supply from nuclear power, we rely on units fired by fossil fuels and hydroelectric units, which can be started and shut down more quickly and efficiently than nuclear units, to meet the excess demand. Bituminous coal is currently the least expensive thermal fuel per kilowatt-hour of electricity produced, and therefore we seek to maximize the use of bituminous coal for generation needs in excess of the stable demand level, except for meeting short-term surges in demand which require rapid start-up and shutdown. Thermal units fired by LNG, hydroelectric units and internal combustion units are the most efficient types of units for rapid start-ups and shutdowns, and therefore we use such units principally to meet short-term surges in demand. Anthracite coal is a less efficient fuel source than bituminous coal in terms of electricity output per unit cost.

Our generation subsidiaries have constructed and recommissioned thermal and internal combustion units in order to help meet power demand. Subject to market conditions, our generation subsidiaries plan to continue to add additional thermal and internal combustion units. These units generally take less time to complete construction than nuclear units.

The high average age of our oil-fired thermal units is attributable to our reliance on oil-fired thermal units as the primary means of electricity generation until mid-1970s. Since then, we have diversified our fuel sources and constructed relatively few oil-fired thermal units compared to units of other fuel types.

The table below sets forth, for the periods indicated, the amount of electricity generated by facilities linked to our grid system and the amount of power used or lost in connection with transmission and distribution.


	2009		2010		2011		2012		2013		% of 2013 Gross Generation⁽¹⁾
	(in gigawatt hours, except percentages)
Electricity generated by us and our generation subsidiaries:
Nuclear		147,771		148,596		154,723		150,327		138,784		26.8
Coal		193,803		198,287		199,516		199,329		201,119		38.8
Oil		11,970		10,874		9,456		13,553		13,941		2.7
LNG		762		2,288		2,233		3,453		2,950		0.6
Internal combustion		697		731		821		752		741		0.1
Combined-cycle		47,580		70,081		71,668		75,751		85,703		16.6
Hydro		4,091		4,393		4,815		5,140		5,679		1.1
Wind		82		91		117		127		155		0.03
Solar and fuel cells		24		44		60		83		251		0.05

Total generation by us and our generation subsidiaries		406,780		435,384		443,409		448,516		449,323		86.8

Electricity generated by IPPs:
Thermal		25,274		37,197		42,240		48,043		54,242		10.5
Hydro and other renewable		1,550		2,079		11,244		13,015		14,149		2.7

Total generation by IPPs		26,824		39,276		53,484		61,058		68,391		13.2

Gross generation		433,604		474,660		496,893		509,574		517,714		100
Auxiliary use⁽²⁾		18,258		19,372		19,689		20,154		21,303		4.1
Pumped-storage⁽³⁾		3,713		3,663		4,257		4,789		5,408		1.0

Total net generation⁽⁴⁾		411,631		451,625		472,947		484,631		491,003		94.8

Transmission and distribution losses⁽⁵⁾		16,770		18,034		17,430		17,292		18,311		3.73

IPPs = Independent power producers

Notes:

(1)	Unless otherwise indicated, percentages are based on gross generation.

(2)	Auxiliary use represents electricity consumed by generation units in the course of generation.

(3)	Pumped-storage represents electricity consumed during low demand periods in order to store water which is utilized to generate hydroelectric power during peak demand periods.

(4)	Total net generation is gross generation minus auxiliary and pumped-storage use.

(5)	Total transmission and distribution losses divided by total net generation.

The table below sets forth our total capacity at the end of, and peak and average loads during, the indicated periods.


	2009		2010		2011		2012		2013
	(Megawatts)
Total capacity		73,470		76,078		76,649		81,806		82,296
Peak load		66,797		71,308		73,137		75,987		76,522
Average load		49,498		54,185		56,723		58,012		58,615

Korea Hydro & Nuclear Power Co., Ltd.

We commenced nuclear power generation activities in 1978 when our first nuclear generation unit, Kori-1, began commercial operation. On April 2, 2001, all of nuclear and hydroelectric power generation assets and liabilities of our thermal generation subsidiaries were transferred to KHNP.

KHNP owns and operates 23 nuclear generation units at four power plant complexes in Korea, located in Kori, Wolsong, Yonggwang (Hanbit) and Ulchin (Hanul), 50 hydroelectric generation units including 16 pumped storage hydro generation units as well as five solar generation units and one wind generation unit as of December 31, 2013.

The table below sets forth the number of units and installed capacity as of December 31, 2013 and the average capacity factor by types of generation units in 2013.


	Number of Units		Installed Capacity⁽¹⁾		Average Capacity Factor⁽²⁾
			(Megawatts)		(Percent)
Nuclear		23		20,716		75.5
Hydroelectric		50		5,307		12.0
Solar		5		16		15.3
Wind		1		0.8		7.1

Total		79		26,040

Notes:

(1)	Installed capacity represents the level of output that may be sustained continuously without significant risk of damage to plant and equipment.

(2)	Average capacity factor represents the total number of kilowatt hours of electricity generated in the indicated period divided by the total number of kilowatt hours that would have been generated if the generation units were continuously operated at installed capacity, expressed as a percentage.

Shin-Kori-2 and Shin-Wolsong-1, each with a 1,000 megawatt capacity, commenced commercial operation in July 2012. We are currently building five additional nuclear generation units, consisting of one unit with a 1,000 megawatt capacity and four units each with a 1,400 megawatt capacity at the Shin-Kori and Shin-Hanul sites, respectively. We expect to complete these units between 2014 and 2018. In addition, we plan to build four additional nuclear units, each with a 1,400 megawatt capacity, and two additional nuclear units, each with a 1,500 megawatt capacity at the Shin-Kori and Shin-Hanul sites between 2019 and 2024.

Nuclear

The table below sets forth certain information with respect to the nuclear generation units of KHNP as of December 31, 2013.

Unit

Reactor
Type⁽¹⁾

Reactor Design⁽²⁾

Turbine and

Generation⁽³⁾

Commencement
of Operations

Installed
Capacity

(Megawatts)

Kori-1

PWR

GEC, Hitachi, D

1978

587

Kori-2

PWR

GEC

1983

650

Kori-3

PWR

GEC, Hitachi

1985

950

Kori-4

PWR

GEC, Hitachi

1986

950

Shin-Kori-1

PWR

D, KOPEC, W

D, GE

2011

1,000

Shin-Kori-2

PWR

D, KOPEC, W

D, GE

2012

1,000

Wolsong-1

PHWR

AECL

1983

679

Wolsong-2

PHWR

AECL, H, K

H, GE

1997

700

Wolsong-3

PHWR

AECL, H

H, GE

1998

700

Wolsong-4

PHWR

AECL, H

H, GE

1999

700

Shin-Wolsong-1

PWR

D, KOPEC, W

D, GE

2012

1,000

Hanbit-1

PWR

W, D

1986

950

Hanbit-2

PWR

W, D

1987

950

Hanbit-3

PWR

H, CE, K

H, GE

1995

1,000

Hanbit-4

PWR

H, CE, K

H, GE

1996

1,000

Hanbit-5

PWR

D, CE, W, KOPEC

D, GE

2002

1,000

Hanbit-6

PWR

D, CE, W, KOPEC

D, GE

2002

1,000

Hanul-1

PWR

1988

950

Hanul-2

PWR

1989

950

Hanul-3

PWR

H, CE, K

H, GE

1998

1,000

Hanul-4

PWR

H, CE, K

H, GE

1999

1,000

Hanul-5

PWR

D, KOPEC, W

D, GE

2004

1,000

Hanul-6

PWR

D, KOPEC, W

D, GE

2005

1,000

Total nuclear

20,716

Notes:

(1)	“PWR” means pressurized light water reactor; “PHWR” means pressurized heavy water reactor.

(2)	“W” means Westinghouse Electric Company (U.S.A.); “AECL” means Atomic Energy Canada Limited (Canada); “F” means Framatome (France); “H” means Hanjung; “CE” means Combustion Engineering (U.S.A.); “D” means Doosan Heavy Industries; “K” means Korea Atomic Energy Research Institute.

(3)	“GEC” means General Electric Company (U.K.); “P” means Parsons (Canada and U.K.); “W” means Westinghouse Electric Company (U.S.A.); “A” means Alsthom (France); “H” means Hanjung; “GE” means General Electric (U.S.A.); “D” means Doosan Heavy Industries; “Hitachi” means Hitachi Ltd. (Japan).

The table below sets forth the average capacity factor and average fuel cost per kilowatt for 2013 with respect to each nuclear generation unit of KHNP.


Unit	Average Capacity Factor		Average Fuel Cost Per kWh
	(Percent)		(Won)
Kori-1		49.9		5.9
Kori-2		80.9		6.4
Kori-3		100.1		5.3
Kori-4		75.5		6.7
Shin-Kori-1		26.6		12.8
Shin-Kori-2		40.8		6.5
Wolsong-1		—		—
Wolsong-2		83.7		7.5
Wolsong-3		92.6		7.4
Wolsong-4		90.3		7.6
Shin-Wolsong-1		38.1		8.2
Hanbit-1		82.4		6.5
Hanbit -2		75.2		5.3
Hanbit -3		54.1		6.1
Hanbit -4		86.6		5.7
Hanbit -5		94.1		4.8
Hanbit -6		98.1		5.0
Hanul-1		85.8		5.7
Hanul-2		88.2		5.7
Hanul-3		100.0		5.3
Hanul-4		37.8		6.1
Hanul-5		85.5		5.6
Hanul-6		99.8		5.0

Total nuclear		75.5		6.1

Under extended-cycle operations, nuclear units can be run continuously for periods longer than the conventional 12-month period between scheduled shutdowns for refueling and maintenance. Since 1987, we have adopted the mode of extended-cycle operations for all of our pressurized light water reactor units and plan to use it for our newly constructed units. The duration of shutdown for fuel replacement and maintenance was 117.5 days per unit in 2013, which was higher than that for previous years due to the quality assurance-related incidents which led to a shutdown of a number of KHNP’s nuclear units from May 2013 until January 2014 (see Item 3D. “Risk Factors—Risks Relating to KEPCO—Recent findings of falsified testing results and bribery and the subsequent prolonged shutdowns of certain of our nuclear generation units may adversely hurt our reputation, business, results of operations and financial condition.”) as well as scheduled long-term overhauls. In addition, KHNP’s nuclear units experienced an average of 0.26 unplanned shutdowns per unit in 2013. In the ordinary course of operations, KHNP’s nuclear units routinely experience damage and wear and tear, which are repaired during routine shutdown periods or during unplanned temporary suspensions of operations. No significant damage has occurred in any of KHNP’s nuclear reactors, and no significant nuclear exposure or release incidents have occurred at any of KHNP’s nuclear facilities since the first nuclear plant commenced operation in 1978.

Hydroelectric

Effective January 1, 2011, pursuant to the Government’s Proposal for Improvements in the Structure of the Electric Power Industry announced in August 2010, our five thermal generation subsidiaries transferred all of the assets and liabilities relating to their pumped-storage and hydroelectric business units to KHNP. The table below sets forth certain information, including the installed capacity as of December 31, 2013 and the average capacity factor in 2013.


Location of Unit	Number of Units		Classification	Year Built		Installed Capacity		Average Capacity Factor
						(Megawatts)		(%)
Hwacheon		4	Dam waterway		1944		108.0		23.4
Chuncheon		2	Dam		1965		62.3		23.6
Euiam		2	Dam		1967		48.0		31.8
Cheongpyung		4	Dam		1943		140.1		43.4
Paldang		4	Dam		1973		120.0		44.1
Seomjingang		3	Basin deviation		1945		34.8		51.5
Boseonggang		2	Basin deviation		1937		4.5		58.3
Kwoesan		2	Dam		1957		2.6		58.2
Anheung		3	Dam waterway		1978		0.5		52.0
Kangreung		2	Basin deviation		1991		82.0		—
Topyeong		1	Dam		2011		0.05		44.1
Muju⁽¹⁾		1	Dam		2003		0.4		17.5
Sancheong⁽¹⁾		1	Dam		2001		1.0		42.4
Yangyang⁽¹⁾		2	Dam		2005		1.4		25.5
Yecheon⁽¹⁾		1	Dam		2011		1.0		19.4
Cheongpeoung⁽¹⁾		2	Pumped Storage		1980		400.0		6.5
Samrangjin⁽¹⁾		2	Pumped Storage		1985		600.0		9.5
Muju⁽¹⁾		2	Pumped Storage		1995		600.0		10.8
Sancheong⁽¹⁾		2	Pumped Storage		2001		700.0		10.1
Yangyang⁽¹⁾		4	Pumped Storage		2006		1,000.0		9.7
Cheongsong⁽¹⁾		2	Pumped Storage		2006		600.0		11.1
Yecheon⁽¹⁾		2	Pumped Storage		2011		800.0		10.7

Total		50					5,307		12.0

Note:

(1)	Indicates facilities that have been transferred from our five thermal generation companies to KHNP as of January 1, 2011.

Solar/Wind

The table below sets forth certain information, including the installed capacity as of December 31, 2013 and the average capacity factor in 2013, regarding each solar and wind power unit of KHNP. Yecheon-units 1 and 2 began commercial operation in July 2012 and December 2012, respectively. KHNP added a 11-megawatt capacity unit to the Younggwang Solar Park, for which commercial operation began in November 2012.


Location of Unit	Classification	Year Built		Installed Capacity		Average Capacity Factor
				(Megawatts)		(Percent)
Yonggwang	Solar		2008		13.9		15.3
Yecheon	Solar		2012		2.0		15.9
Kori	Wind		2008		0.8		7.1

Total					16.7

K-Water (formerly Korea Water Resources Corporation), which is a Government-owned entity, assumes full control of multi-purpose dams, while KHNP maintains the dams used for power generation. Existing hydroelectric power units have exploited most of the water resources in Korea available for commercially viable hydroelectric power generation. Consequently, we expect that no new major hydroelectric power plants will be built in the foreseeable future. Due to the ease of its start-up and shut-down mechanism, hydroelectric power generation is reserved for peak demand periods.

Korea South-East Power Co., Ltd.

The table below sets forth, by fuel type, the weighted average age and installed capacity as of December 31, 2013 and the average capacity factor and average fuel cost per kilowatt in 2013 based upon the net amount of electricity generated, of KOSEP.


	Weighted Average Age of Units		Installed Capacity		Average Capacity Factor		Average Fuel Cost per kWh
	(Years)		(Megawatts)		(Percent)		(Won)
Bituminous:
Samchunpo #1, 2, 3, 4, 5, 6		22.1		3,240		93.9		57.0
Yong Hung #1, 2, 3, 4		7.3		3,340		91.6		57.5
Yosu # 2		36.5		328.6		79.2		95.6
Anthracite:
Yongdong #1, 2		37.3		325		83.3		99.0
Combined cycle and internal Combustion:
Bundang gas turbine #1,2,3,4,5,6,7,8; steam turbine #1, 2		20.0		922		52.1		200.3
Hydro, Solar and other renewable energy		—		70.3		—		149.5

Total		21.3		8,226		86.8		70.4

Korea Midland Power Co., Ltd.


	Weighted Average Age of Units		Installed Capacity		Average Capacity Factor		Average Fuel Cost per kWh
	(Years)		(Megawatts)		(Percent)		(Won)
Bituminous:
Boryeong #1, 2, 3, 4, 5, 6, 7, 8		18.9		4,000		95.0		41.8
Anthracite:
Seocheon #1, 2		30.5		400		83.4		82.1
Oil-fired:
Jeju #2, 3		13.5		150		72.4		208.8
LNG-fired:
Seoul #4, 5		44.1		388		39.5		209.3
Incheon #1, 2		41.4		500		36.8		195.5
Combined-cycle and internal combustion:
Boryeong gas turbine #1, 2, 3, 4, 5, 6 ; steam turbine #1, 2, 3		14.8		1,350		52.4		143.6
Incheon gas turbine #1, 2, 3, 4, 5, 6 ; steam turbine #1, 2, 3		8.8		1,462.4		84.1		138.2
Sejong gas turbine #1, 2 ; steam turbine #1		0.1		530.4		73.6		78.5
Jeju Gas Turbine #3		36.1		55		0.8		724.3
Jeju Internal Combustion Engine #1, 2		6.6		80		68.7		181.4
Wind-powered:
Yangyang #1, 2		7.5		3.0		19.9		10.8
Hydroelectric:
Boryeong		4.8		7.5		28.7		0.5
Photovoltaic (“PV”) power and fuel cell generation:
Boryeong (PV) site		5.6		0.6		10.8		14.3
Seocheon (PV) site		5.9		1.2		12.6		—
Jeju (PV) site		1.8		1.1		13.4		—
Seoul (PV) site		2.3		1.3		14.9		2.7
Yeosu (PV) site		1.8		2.2		17.1		—
Incheon (PV) site		2.0		0.3		13.8		—
Boryeong (fuel cell) site		5.3		0.3		90.6		182.4

Total		18.3		8,933		78.0		85.6

Korea Western Power Co., Ltd.


	Weighted Average Age of Units		Installed Capacity		Average Capacity Factor		Average Fuel Cost per kWh
	(Years)		(Megawatts)		(Percent)		(Won)
Bituminous:
Taean #1, 2, 3, 4, 5, 6, 7, 8		13.4		4,000		96.7		41.3
Oil-fired:
Pyeongtaek #1, 2, 3, 4		32.1		1,400		30.0		189.1
Combined cycle:
Pyeongtaek #1, 2		11.0		964		36.2		175.7
Gunsan		3.6		718.4		85.1		133.5
West Incheon		21.5		1,800		80.7		140.9
Hydroelectric:
Taean		6.3		2.2		21.7		—
Solar:
Taean		8.4		0.1		12.7		—
Taean 2		1.9		0.6		14.0		—
Gunsan		3.5		0.3		14.8		—
Samryangjin		6.1		3.0		14.7		—
Sejong City		1.5		4.9		14.8		—
Gyeonggi-do		0.7		2.5		13.5		—
Yeongam		0.8		13.3		16.4		—

Total		16.9		8,909		76.2		87.03

Korea Southern Power Co., Ltd.


	Weighted Average Age of Units		Installed Capacity		Average Capacity Factor		Average Fuel Cost per kWh
	(Years)		(Megawatts)		(Percent)		(Won)
Bituminous:
Hadong #1, 2, 3, 4, 5, 6, 7, 8		12.3		4,000		95.0		40.0
Oil-fired:
Youngnam #1, 2		41.9		400		33.2		214.7
Nam Jeju #3, 4		7.0		200		74.9		209.5
Combined cycle:
Shin Incheon #1, 2, 3, 4		17.2		1,800		83.4		139.3
Busan #1, 2, 3, 4		10.2		1,800		91.4		133.3
Yeongwol #1		3.6		848		60.9		139.0
Hallim		17.5		105		14.9		305.4
Wind power:
Hankyung		7.2		21		28.7		—
Seongsan		4.2		20		29.9		—
Solar		3.2		6		13.7		—

Total		13.2		9,200		84.5		92.8

Korea East-West Power Co., Ltd.


	Weighted Average Age of Units		Installed Capacity		Average Capacity Factor		Average Fuel Cost per kWh
	(Years)		(Megawatts)		(Percent)		(Won)
Bituminous:
Dangjin #1, 2, 3, 4, 5, 6,7,8		9.5		4,000		78.3		39.5
Honam #1, 2		40.8		500		87.9		60.2
Anthracite:
Donghae #1, 2		14.8		400		78.3		61.7
Oil-fired:
Ulsan #1, 2, 3, 4, 5, 6		46.7		1,800		43.4		194.4
Combined cycle:
Ulsan gas turbine #1, 2, 3, 4, 5, 6; steam turbine #1, 2, 3		16.9		1,686		49.0		153.4
Ilsan gas turbine #1, 2, 3, 4, 5, 6; steam turbine #1, 2		18.3		900		49.7		175.2
Mini hydro:
Dangjin		4.0		5.0		62.7		—
Photovoltaic:
Dangjin		3.0		1.0		14.6		—
Ulsan		2.0		0.5		13.3		1.8
Kwangyang		2.1		2.3		12.4		3.1
Dangjin Storage Facility		1.0		0.7		14.2		—
Dangjin Floating System		0.5		1.0		14.6		—
Dangjin Waste Treatment Facility		2.0		1.3		11.6		—
Donghae		7.0		1.0		12.6		1.0
Fuel cell:
Ilsan # 1		4.1		2.4		83.8		171.7
Ilsan # 2		2.1		2.8		73.6		189.7
Ilsan # 3		0.8		2.8		77.1		176.5
Ulsan		0.2		2.8		24.9		115.0
Wind Power:
YeongGwang Jisan		1.2		3.0		11.6		153.4
Biomass:
Donghae		0.5		30.0		82.4		175.2

Total		8.0		9,342.6		71.4		2.9

Power Plant Remodeling and Recommissioning

Our generation subsidiaries supplement power generation capacity through remodeling or recommissioning of thermal units. Recommissioning includes installation of anti-pollution devices, modification of control systems and overall rehabilitation of existing equipment. The following table shows recent remodeling and recommissioning initiatives by our generation subsidiaries.


Power Plant	Capacity	Completed (Year)	Extension	Company
Taean #1-8	4,000 MW (500 MW×8)	EP⁽¹⁾ upgrade (#4, 2011) EP⁽¹⁾ upgrade (#1, 2012)	Anti-pollution	KOWEPO
Pyeongtaek #1-4	1,400 MW (350 MW ×4)	Steam turbine upgrade (#1, 4, 2013)	10-year performance- improvement	KOWEPO
Boryeong #1-8	4,000 MW (500 MW ×8)	Control System upgrade (#6, 2011, #3,5, 2012)	Performance- improvement	KOMIPO
Incheon CC #2	508.9 MW (gas turbines 164 MW ×2) (steam turbines 181 MW ×1)	SCR⁽²⁾ : 2012	Anti-pollution	KOMIPO
Yosu #1	350 MW	2016	30 years	KOSEP
Yosu #2	328.6 MW	2013	30 years	KOSEP
Yonghung #5-6	1,740 MW (870 MW ×2)	2014	30 years	KOSEP

Notes:

(1)	“EP” means an electrostatic precipitation system.

(2)	“SCR” means a selective catalytic reduction system.

Transmission and Distribution

We currently transmit and distribute substantially all of the electricity in Korea.

As of December 31, 2013, our transmission system consisted of 32,249 circuit kilometers of lines of 765 kilovolts and others including high-voltage direct current lines, and we had 790 substations with aggregate installed transformer capacity of 279,520 megavolt-amperes.

As of December 31, 2013, our distribution system consisted of 105,740 megavolt-amperes of transformer capacity and 8,698,776 units of support with a total line length of 449,683 circuit kilometers.

In recent years, we have made substantial investments in our transmission and distribution systems to increase geographic coverage and improve efficiency. Our current projects principally focus on increasing capabilities of the existing lines and reducing our transmission and distribution loss, which was 3.73% of our gross generation in 2013. In light of the increased damage to large-scale transmission and distribution facilities, we plan to reinforce stability of our transmission and distribution facilities through stricter design and material specifications. In addition, we also plan to expand underground transmission and distribution facilities to meet customer demand for more environment-friendly facilities. In order to reduce the interruption time in power distribution, which is an indicator of the quality of electricity transmission, we are also continuing to invest in automation of electricity transmission and development of new transmission technologies, among others.

In particular, as part of our overall business strategy, we are currently developing, or seek to develop, an intelligent power transmission and distribution network, or “smart grids,” based on advanced information technology, in order to promote a more efficient allocation and use of electricity by consumers. We expect that

such technology will improve efficiency and reduce electricity loss over the course of electricity transmission and distribution. In July 2012, the Government implemented a master plan to build out a smart grid, which includes the Advanced Metering Infrastructure (“AMI”) roadmap. In accordance with such plan, we will install “smart meters” and related communication networks and operating systems for 22 million households as part of the “smart grid” initiative in an effort to enhance efficiency in the power electricity industry and alleviate growing energy shortage concerns. Smart meters refer to digital meters that record, on a real-time basis, electricity consumption within a household and the effective tariff rate at the time of electricity usage so that consumers will have a price-based incentive to enhance efficiency in their electricity usage. On the other hand, the smart grid refers to the next-generation network for electricity distribution that integrates information technology into the existing power grid with the aim of enabling two-way real time exchange of information between electricity suppliers and consumers for optimal efficiency in electricity use. The smart grid project is scheduled to be completed in 2030, and the AMI project is currently scheduled to be completed in 2020. We expect that the smart grid initiative would significantly increase efficient energy consumption by providing real-time data to customers, which would in turn help to reduce greenhouse gas emission and decrease Korea’s reliance on foreign energy sources. As of December 31, 2013, we have installed 2.5 million smart meter units, and plan to install an additional 2.3 million units in 2014. The AMI project is expected to cost Won 1.7 trillion by 2020.

Some of the facilities we own and use in our distribution system use rights of way and other concessions granted by municipal and local authorities in areas where our facilities are located. These concessions are generally renewed upon expiration.

Fuel

Nuclear

Uranium, the principal fuel source for nuclear power, accounted for 34.9%, 33.5% and 30.9% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively.

All uranium ore concentrates are imported from, and conversion and enrichment of such concentrates are provided by, sources outside Korea and are paid for with currencies other than Won, primarily U.S. dollars.

In order to ensure stable supply, KHNP enters into long-term and medium-term contracts with various suppliers and supplements such supplies with purchases in spot markets. In 2013, KHNP purchased 100%, or approximately 4,238 tons, of its uranium concentrate requirement under both long-term and spot supply contracts with suppliers in the United Kingdom, Kazakhstan, France, Germany, Niger, Canada, Japan and Australia. Under the long-term supply contracts, the purchase prices of uranium concentrates are adjusted annually based on base prices and spot market prices prevailing at the time of actual delivery. The conversion and enrichment services of uranium concentrates are provided by suppliers in Canada, France, Germany, Japan, China, Russia, the United Kingdom and the United States. A Korean supplier typically provides fabrication of fuel assemblies. Except for certain fixed contract prices, contract prices for processing of uranium are adjusted annually in accordance with the general rate of inflation. KHNP intends to obtain its uranium requirements in the future, in part, through purchases under medium- to long-term contracts and, in part, through spot market purchases.

Coal

Bituminous coal accounted for 43.1%, 42.5% and 43.0% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively, and anthracite coal accounted for 1.9%, 2.0% and 1.8% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively.

In 2013, our generation subsidiaries purchased approximately 79.5 million tons of bituminous coal, of which approximately 41.6%, 38.2%, 9.5%, 9.5% and 1.2% were imported from Indonesia, Australia, the United States, Russia, and others, respectively. Approximately 89.0% of the bituminous coal requirements of our generation

subsidiaries in 2013 were purchased under long-term contracts with the remaining 11.0% purchased in the spot market. Some of our long-term contracts relate to specific generating plants and extend through the end of the projected useful lives of such plants, subject in some cases to periodic renewal. Pursuant to the terms of our long-term supply contracts, prices are adjusted periodically based on market conditions. The average cost of bituminous coal per ton purchased under such contracts amounted to Won 116,073, Won 113,705 and Won 94,217 in 2011, 2012 and 2013, respectively.

In 2013, our generation subsidiaries purchased approximately 0.8 million tons of anthracite coal. The prices for anthracite coal under such contracts are set by the Government. The average cost of anthracite coal per ton purchased under such contracts was Won 136,471, Won 141,669 and Won 126,425 in 2011, 2012 and 2013, respectively.

Oil

Oil accounted for 2.4%, 3.2% and 3.3% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively.

In 2013, our generation subsidiaries purchased approximately 21.7 million barrels of fuel oil, substantially all of which was purchased from domestic refiners through competitive open bidding. Purchase prices are based on the spot market price in Singapore. The average cost per barrel was Won 128,395, Won 139,204 and Won 123,402 in 2011, 2012 and 2013, respectively.

LNG

LNG accounted for 16.7%, 17.7% and 19.7% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively. In 2013, for use in electricity generation we purchased approximately 12.3 million tons of LNG from Korea Gas Corporation, a Government-controlled entity in which we currently own a 24.5% equity interest. In 2013, we purchased all of our LNG requirements for use in power generation from Korea Gas Corporation. Under the terms of the LNG contract with Korea Gas Corporation, all of our five thermal generation subsidiaries jointly and severally agreed to purchase a total of 11.4 million tons of LNG in 2013, subject to an automatic price adjustment annually based on a pre-determined formula if the actual purchased amount exceeds or falls short of the contracted amount. We believe the quantities of LNG provided under such contract will be adequate to meet the needs of our generation subsidiaries for LNG for the next several years. The LNG supply contracts between our generation subsidiaries and Korea Gas Corporation generally have a term of 20 years and provide for minimum purchase requirements for our generation subsidiaries, the specific terms of which are subject to negotiation between Korea Gas Corporation and our generation subsidiaries and approval by the Government. The average cost per ton of LNG under our contract with Korea Gas Corporation was Won 888,808, Won 1,020,528 and Won 1,002,323 in 2011, 2012 and 2013, respectively.

Hydroelectric

Hydroelectric power generation accounted for 1.1%, 1.1% and 1.3% of our fuel requirements for electricity generation in 2011, 2012 and 2013, respectively. The availability of water for hydroelectric power depends on rainfall and competing uses for available water supplies, including residential, commercial, industrial and agricultural consumption. Pumped storage enables us to increase the available supply of water for use during periods of peak electricity demand.

As of January 1, 2011, assets and liabilities relating to the pumped storage units of the five thermal generation subsidiaries were transferred to KHNP pursuant to the Government’s Proposal for Improvements in the Korean Electric Power Industry.

Sales and Customers

Our sales depend principally on the level of demand for electricity in Korea and the rates we charge for the electricity we sell to the end-users.

Demand for electricity in Korea grew at a compounded average rate of 4.3% per annum for the five years ended December 31, 2013. According to the Bank of Korea, the compounded growth rate for real gross domestic product, or GDP, was approximately 3.2% for the same period. The GDP growth rate was approximately 3.7%, 2.3% and 3.0% during 2011, 2012 and 2013, respectively.

The table below sets forth, for the periods indicated, the annual rate of growth in Korea’s gross domestic product, or GDP, and the annual rate of growth in electricity demand (measured by total annual electricity consumption) on a year-on-year basis.


	2009			2010			2011			2012			2013
Growth in GDP		0.7	%		6.5	%		3.7	%		2.3	%		3.0	%
Growth in electricity consumption		2.4	%		10.1	%		4.8	%		2.5	%		1.8	%

Electricity demand in Korea varies within each year for a variety of reasons other than the general growth in GDP demand. Electricity demand tends to be higher during daylight hours due to heightened commercial and industrial activities and electronic appliance use. Due to the use of air conditioning during the summer and heating during the winter, electricity demand is higher during these two seasons than the spring or the fall. Variation in weather conditions may also cause significant variation in electricity demand.

We do not use any marketing channels, including any special sales methods, to sell electricity to our customers, other than to install electricity meters on-site and take monthly readings of such meters, based upon which invoices are sent to our customers.

Demand by the Type of Usage

The table below sets forth consumption of electric power, and growth of such consumption on a year-on-year basis, by the type of usage (in gigawatt hours) for the periods indicated.


	2009 (GWh)		YoY growth (%)			2010 (GWh)		YoY growth (%)		2011 (GWh)		YoY growth (%)			2012 (GWh)		YoY growth (%)			2013 (GWh)		YoY growth (%)			% of Total 2013
Residential		59,426		2.7			63,200		6.3		63,524		0.5			65,484		3.1			65,815		0.5			13.9
Commercial		89,619		3.2			97,410		8.7		99,504		2.1			101,593		2.1			102,196		0.6			21.5
Educational		6,465		11.8			7,453		15.3		7,568		1.5			7,860		3.9			7,947		1.1			1.7
Industrial		207,216		1.8			232,672		12.3		251,491		8.1			258,102		2.6			265,373		2.8			55.9
Agricultural		9,671		9.0			10,654		10.2		11,232		5.4			12,776		13.8			13,866		8.5			2.9
Street lighting		2,954		3.8			3,081		4.3		3,145		2.1			3,158		0.4			3,156		(0.1	)		0.7
Overnight Power		19,122		(1.4	)		19,690		3.0		18,606		(5.5	)		17,620		(5.3	)		16,496		(6.4	)		3.4

Total		394,475		2.4			434,160		10.1		455,070		4.8			466,593		2.5			474,849		1.8			100.0

The industrial sector represents the largest segment of electricity consumption in Korea. Demand for electricity from the industrial sector was 265,373 gigawatt hours in 2013, representing a 2.8% increase from 2012, largely due to continued export-led growth of the Korean economy. Demand for electricity from the commercial sector has increased in recent years, largely due to increased commercial activities in Korea and the rapid expansion of the service sector of the Korean economy, which has resulted in increased office building construction, office automation and use of air conditioners. Demand for electricity from the commercial sector, however, remained largely stable at 102,196 gigawatt hours in 2013, representing a 0.6% increase from 2012.

In 2013, we distributed electricity to approximately 22 million households, which represent substantially all of the households in Korea. Demand for electricity from the residential sector is largely dependent on population growth and use of heaters, air conditioners and other electronic appliances. Demand for electricity from the residential sector remained relatively stable at 65,815 gigawatt hours in 2013, representing a 0.5% increase compared to 2012.

Demand Management

Our ability to provide adequate supply of electricity is principally measured by the facility capacity reserve margin and the supply reserve margin. The facility capacity reserve margin represents the difference between the peak usage during a year and the installed capacity at the time of such peak usage, expressed as a percentage of such installed capacity. The supply reserve margin represents the difference between the peak usage in a year and the average available capacity at the time of such peak usage, expressed as a percentage of such peak usage. The following table sets forth our facility reserve margin and supply reserve margin for the periods indicated.


	2009			2010			2011			2012			2013
Facility reserve margin		10.0	%		6.7	%		4.8	%		7.7	%		7.5	%
Supply reserve margin		7.9	%		6.2	%		5.5	%		5.2	%		5.5	%

While we seek to meet the growing demand for electricity in Korea primarily by continuing to expand our generation capacity, we also implement several measures to curtail electricity consumption, especially during peak periods. We apply time-of-use and seasonality tariff, which are structured so that higher tariffs are charged at the time and months of peak demand to select types of customers, and we also apply a progressive rate structure for the residential use of electricity. We have several demand management programs to control demand and induce power conservation during peak hours and peak seasons such as providing incentives for reducing power consumption during peak hours.

Electricity Rates

The Electricity Business Law and the Price Stabilization Act of 1975, each as amended from time to time, prescribe the procedures for the approval and establishment of rates charged for the electricity we sell. We submit our proposals for revisions of rates or changes in the rate structure to the Ministry of Trade, Industry and Energy. The Ministry of Trade, Industry and Energy then reviews these proposals and, following consultation with the Electricity Rates Expert Committee of the Ministry of Trade, Industry and Energy and the Ministry of Strategy and Finance, makes the final decision. Under the Electricity Business Law, the Korea Electricity Commission must review our proposals prior to the Ministry of Trade, Industry and Energy’s final decision.

Under the Electricity Business Law and the Price Stabilization Act, electricity rates are established at levels that would enable us to recover our operating costs attributable to our basic electricity generation, transmission and distribution operations as well as receive a fair investment return on capital used in those operations. For the purposes of rate approval, operating costs are defined as the sum of our operating expenses (which principally consists of cost of sales and selling and administrative expenses) and our adjusted income taxes.

Fair investment return represents an amount equal to the rate base multiplied by the rate of return. The rate base is equal to the sum of:

•

net utility plant in service (which is equal to utility plant minus accumulated depreciation minus revaluation reserve);

•

working capital for two months (equal to one-sixth of our annual operating expenses other than depreciation expenses and any other non-cash expenses);

•

our equity interests in generation subsidiaries; and

•

the portion of construction-in-progress which is charged from our retained earnings.

The amounts used for the variables in the rates are those projected by us for the periods to be covered by the rate approval. There is no provision for prior period adjustments to compensate us.

For the purpose of determining the fair rate of return, the rate base is divided into two components in proportion to our total shareholders’ equity and our total debt. The rate of return permitted in relation to the debt component of the rate base is set at a level designed to approximate the weighted average interest cost on all types of borrowing for the periods covered by the rate approval. The rate of return permitted in relation to the equity component of the rate base is set by applying the capital asset pricing model which takes account of the risk-free rate, the return on the Korea Stock Price Index, KOSPI, a Korean equity market index, and the correlation of the stock price of our company with KOSPI. In 2012, the approved rate of return on the debt component of the rate base was 3.2% while the approved rate of return on the equity component of the rate base was 6.6%. As a result of such approved rates of returns, the fair rate of return in 2012 was determined to be 4.8%. The fair rate of return for 2013 has not yet been determined.

The Electricity Business Law and the Price Stabilization Act do not specify a basis for determining the reasonableness of our operating expenses or any other items (other than the level of the fair investment return) for the purposes of the rate calculation. However, the Government exercises substantial control over our budgeting and other financial and operating decisions.

In addition to the calculations described above, a variety of other factors are considered in setting overall tariff levels. These other factors include consumer welfare, our projected capital requirements, the effect of electricity tariff on inflation in Korea and the effect of tariff on demand for electricity.

From time to time, our actual rate of return on invested capital may differ significantly from the fair rate of return on invested capital assumed for the purposes of electricity tariff approvals, for reasons, among others, related to movements in fuel prices, exchange rates and demand for electricity that differ from what is assumed for determining our fair rate of return. For example, between 1987 and 1990, the actual rate of return was above the fair rate of return due to declining fuel costs and rising demand for electricity at a rate not anticipated for purposes of determining our fair rate of return. Similarly, depreciation of the Won against the U.S. dollar accounted for our actual rates of return being lower than the fair rate of return for the period from 1996 to 2000. For the period since 2006, our actual rates of return have been lower than the fair rate of return largely due to a general increase in fuel costs and additional facility investment costs incurred, the effects of which were not offset by timely increases in our tariff rates. Partly in response to the variance between our actual rates of return and the fair rates of return, the Government from time to time increases the electricity tariff rates, but there typically is a significant time lag for the tariff increases as such increases requires a series of deliberative processes and administrative procedures and the Government also has to consider other policy considerations, such as the inflationary effect of overall tariff increases and the efficiency of energy use from sector-specific tariff increases.

Recent increases to the electricity tariff rates by the Government involve the following, which were made principally in response to the rising fuel prices which hurt our profitability as well as to encourage a more efficient use of electricity by the different sectors:

•

effective August 1, 2011, a 4.9% overall increase in our average tariff rate, consisting of increases in the industrial, commercial, residential, educational, street lighting and overnight power usage tariff rates by 6.1%, 4.4%, 2.0%, 6.3%, 6.3% and 8.0%, while making no changes to the agricultural tariff.

•

effective December 5, 2011, a 4.5% overall increase in our average tariff rate, consisting of increases in the industrial, commercial, educational and street lighting tariff rates by 6.5%, 4.5%, 4.5% and 6.5%, while making no changes to the residential, agricultural and overnight power usage tariff.

•

effective August 6, 2012, a 4.9% overall increase in our average tariff rate, consisting of increases in the residential, commercial, educational, industrial, street lighting, agricultural and overnight power usage tariff rates by 2.7%, 4.4%, 3.0%, 6.0%, 4.9%, 3.0% and 4.9%, respectively.

•

effective January 14, 2013, a 4.0% overall increase in our average tariff rate, consisting of increases in the residential, commercial, industrial, educational, agricultural, street lighting and overnight power usage tariff rates by 2.0%, 4.6%, 4.4%, 3.5%, 3.0%, 5.0% and 5.0%, respectively.

•

effective November 21, 2013, a 5.4% overall increase in our average tariff rate, consisting of increases in the residential, commercial, industrial, agricultural, street lighting and overnight power usage tariff rates by 2.7%, 5.8%, 6.4%, 3.0%, 5.4% and 5.4%, respectively, while making no change to the educational tariff.

The tariff rates we charge for electricity vary among the different classes of consumers, which principally consist of industrial, commercial, residential, educational and agricultural consumers. The tariff also varies depending upon the voltage used, the season, the time of usage, the rate option selected by the user and, in the residential sector, the amount of electricity used per household, as well as other factors. For example, we adjust for seasonal tariff variations by applying higher rates when demand tends to rise such as during the months of June, July and August (when the demand tends to rise due to increased use of air conditioning) and November, December, January and February (when demand tends to rise due to increased use of heating), which reflects the policy of the Korean government to cope with the rise in electricity demand during peak seasons by encouraging a more efficient use of electricity by customers.

Our current tariff schedule, which became effective as of November 21, 2013, is summarized below by the type of usage:

•

Industrial. The basic charge varies from Won 5,550 per kilowatt to Won 9,810 per kilowatt depending on the type of contract, the voltage used and the rate option. The energy usage charge varies from Won 53.7 per kilowatt hour to Won 196.6 per kilowatt hour depending on the type of contract, the voltage used, the season, the time of day and the rate option.

•

Commercial. The basic charge varies from Won 6,160 per kilowatt to Won 9,810 per kilowatt depending on the type of contract, the voltage used and the rate option. The energy usage charge varies from Won 53.7 per kilowatt hour to Won 196.6 per kilowatt hour depending on the type of contract, the voltage used, the season, the time of day and the rate option.

•

Residential. Residential tariff includes a basic charge ranging from Won 410 for electricity usage of less than 100 kilowatt hours to Won 12,940 for electricity usage in excess of 500 kilowatt hours. Residential tariff also includes an energy usage charge ranging from Won 60.7 to Won 709.5 per kilowatt hour for electricity usage depending on the amount of usage and voltage.

•

Educational. The basic charge varies from Won 5,230 per kilowatt to Won 6,980 per kilowatt depending on the voltage used and the rate option. The energy usage charge varies from Won 43.8 per kilowatt hour to Won 160.4 per kilowatt hour depending on the voltage used, the season and the rate option.

•

Agricultural. The basic charge varies from Won 360 per kilowatt to Won 1,210 per kilowatt depending on the type of usage. The energy usage charge varies from Won 21.6 per kilowatt-hour to Won 41.9 per kilowatt hour depending on the type of contract, the voltage used and the season.

•

Street-lighting. The basic charge is Won 6,290 per kilowatt and the energy usage charge is Won 85.9 per kilowatt hour. For electricity capacity of less than 1 kilowatt or for places where the installation of the electricity meter is difficult, a fixed rate of Won 37.5 per watt applies, with the minimum charge per month of Won 1,220.

In 2001, as part of implementing the Restructuring Plan, the Ministry of Trade, Industry and Energy established the Electric Power Industry Basis Fund to enable the Government to take over certain public services previously performed by us. In 2013, 3.7% of the tariff we collected from our customers was transferred to this fund prior to recognizing our sales revenue.

Fuel Cost Pass-through Adjustment to the Tariff System

Further to the announcement by the Ministry of Trade, Industry and Energy in February 2010, a new electricity tariff system went into effect on July 1, 2011. This system is designed to overhaul the prior system for determining electricity tariff chargeable to customers by more closely aligning the tariff levels to the movements in fuel prices, with the aim of providing more timely pricing signals to the market regarding the expected changes in electricity tariff levels and encouraging more efficient use of electricity by customers. Previously, the electricity tariff consisted of two components: (i) base rate and (ii) usage rate based on the cost of electricity and the amount of electricity consumed by the end-users. Under the new tariff system, the electricity tariff is also to have a third component of FCPTA rate, which is to be added to or subtracted from the sum of the base rate and the usage rate on a monthly basis based on the three-month average movements of coal, LNG and oil prices. The new tariff system is intended to provide greater financial stability and ensure a minimum return on investment to electricity suppliers, such as us. However, due to inflationary and other policy considerations relating to protecting the consumers from sudden and substantial rises in electricity tariff, the Ministry of Trade, Industry and Energy issued a hold order on July 29, 2011 suspending our billing and collecting of the FCPTA amount. The hold order remains in effect to-date. In addition, on January 11, 2013, we were informed by the Ministry of Trade, Industry and Energy that the fuel cost pass-through adjustment system would need to be reassessed in light of the prolonged unbilled period after the announcement of such system. There is no assurance as to when the Government will lift the hold order and allow us to bill and collect the accumulated FCPTA amount or whether the new tariff system will undergo other amendments to the effect that it will not fully cover our fuel and other costs on a timely basis or at all, or will not have unintended consequences that we are not presently aware of. Any such development may have a material adverse effect on our business, financial condition, results of operations and cash flows. See Item 5B. “Operating and Financial Review and Prospects—Critical Accounting Policy—Fuel Cost Pass-through Adjustment.”

Power Development Strategy

from renewable sources to 11% by 2035, (v) reinforcing the system for stable supply of conventional energy, such as oil and gas, and (vi) introducing in 2015 an energy voucher system in lieu of a tariff discount system for the benefit of consumers in the low income group. In addition, the Second Basic National Energy Plan contemplates revising the target level of electricity generated by nuclear sources as a percentage of total electricity generated to 29%, compared to 41% under the First Basic National Energy Plan.

Capital Investment Program

The table below sets forth, for each of the years ended December 31, 2011, 2012 and 2013, the amounts of capital expenditures for the construction of generation, transmission and distribution facilities.


2011	2012		2013
(In billions of Won)
￦11,984	￦	12,751	￦	15,831

The table below sets forth the currently estimated installed capacity for new or expanded generation units to be completed by our generation subsidiaries in each year from 2014 to 2017.


Year	Number of Units		Type of Units	Total Installed Capacity⁽¹⁾
				(Megawatts)
2014		1	Nuclear power		1,400
		2	Coal-fired		1,740
		3	LNG-combined		1,007
2015		2	Coal-fired		2,020
2016		6	Coal-fired		5,470
		3	LNG-combined		1,200
2017		1	Nuclear power		1,400
		1	Coal-fired		1,000
		1	LNG-combined		900

Note:

(1)	Does not include installed capacity for two nuclear units with an aggregate installed capacity of 2,400 megawatts that were expected to be completed in 2013 but for which construction has been delayed.

For the period from 2018 to 2027, our generation subsidiaries currently plan to complete seven additional nuclear units with an aggregate installed capacity of 10,000 megawatts (subject to any further plan to be announced by the Government in relation to the construction of additional nuclear generation capacity which was not included in the Sixth Basic Plan) and four additional coal-fired units with an aggregate installed capacity of 2,740 megawatts.

As part of our capital investment program, we also intend to add new transmission lines and substations, continue to replace overhead lines with underground cables and improve the existing transmission and distribution systems.

The actual number and capacity of generation units and transmission and distribution facilities we construct and the timing of such construction are subject to change depending upon a variety of factors, including, among others, changes in the Basic Plan, demand growth projections, availability and cost of financing, changes in fuel prices and availability of fuel, ability to acquire necessary plant sites, environmental considerations and community opposition.

The table below sets forth, for the period from 2014 to 2017, the budgeted amounts of capital expenditures for the construction of generation, transmission and distribution facilities pursuant to our capital investment program. The budgeted amounts may vary from the actual amounts of capital expenditures for a variety of reasons, including, among others, the implementation of the Sixth Basic Plan, changes in the number of units to be constructed, the actual timing of such construction, changes in rates of exchange between the Won and foreign currencies and changes in interest rates.


	2014		2015		2016		2017		Total
	(in billions of Won)
Generation⁽¹⁾:
Nuclear		4,844		5,231		6,137		6,423		22,634
Thermal		7,963		5,673		2,895		3,009		19,539

Sub-total		12,807		10,903		9,032		9,431		42,173

Transmission and Distribution:
Transmission		2,492		2,441		2,982		2,324		10,240
Distribution		2,509		2,773		2,553		2,414		10,249

Sub-total		5,001		5,214		5,535		4,739		20,489

Others⁽²⁾		2,090		2,361		1,772		1,422		7,646

Total		19,898		18,479		16,339		15,592		70,307

Notes:

(1)	The budgeted amounts for our generation facilities are based on the Sixth Basic Plan.

(2)	Principally consists of investments in renewable energy generation, among others.

We have financed, and plan to finance in the future, our capital investment programs primarily through net cash provided by our operating activities and financing in the form of debt securities and loans from domestic financial institutions, and to a lesser extent, borrowings from overseas financial institutions. In addition, in order to prepare for potential liquidity shortage, we and our generation subsidiaries maintain several credit facilities with domestic financial institutions in the aggregate amounts of Won 2,550 billion and US$4,549 million, the full amount of which was available as of December 31, 2013. We, KHNP and KOWEPO also maintain global medium-term note programs in the aggregate amount of US$10 billion, of which approximately US$4 billion remains currently available for future drawdown. See also Item 5B. “Liquidity and Capital Resources—Capital Resources.”

Environmental Programs

The Environmental Policy Basic Act, the Air Quality Preservation Act, the Water Quality Preservation Act, the Marine Pollution Prevention Act and the Waste Management Act, collectively referred in this annual report as the Environmental Acts, are the major laws of Korea that regulate atmospheric emissions, waste water, noise and other emissions from our facilities, including power generators and transmission and distribution units. Our existing facilities are currently in material compliance with the requirements of these environmental laws and international agreements, such as the United Nations Framework Convention on Climate Change, the Montreal Protocol on Substances that Deplete the Ozone Layer, the Stockholm Convention on Persistent Organic Pollutants and the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and

Their Disposal. In order to foster coordination among us and our generation subsidiaries in respect of climate change and development of renewable energy sources, we formed the Committee on Climate Change and the Committee on Renewable Energy in 2005. In 2011 the Ministry of Security and Public Administration issued guidelines for the reduction of nationwide greenhouse gas emissions and energy conservation, pursuant to which we are intensifying our efforts to reduce the levels of carbon emission in order to help meet the national target for greenhouse gas emission reduction.

In 2005, we became the first public company in Korea to join the United Nations Global Compact, an international voluntary initiative designed to hold a forum for corporations, United Nations agencies, labor and civic groups to promote reforms in economic, environmental and social policies. As part of our involvement with such initiative, since September 2005, we have issued an annual report named the “Sustainability Report” to disclose our activities from the perspectives of economy, environment and society, in accordance with the reporting guidelines of the Global Reporting Initiative, the official collaborating center of the United Nations Environment Program that works in cooperation with United Nations Secretary General. In November 2010, our report on the Communication on Progress was reviewed favorably by the United Nations Global Compact and was subsequently posted on its website in recognition of our strong commitment to compliance with the principles of United Nations Global Compact. In May 2013, we obtained the Carbon Trust Standard, a certificate issued by Carbon Trust, an agency of the British government for excellence in demonstrated efforts to reduce carbon footprint. We are also a participant of the Carbon Disclosure Project, an international organization that promotes transparency in informational disclosure of carbon management process. We aim to become a global leader in carbon management and reduction.

Atmospheric emissions from generating plants burning fossil fuels include, among others, sulfur dioxide, nitrogen oxide and particulates. The Environmental Acts establish emissions standards relating to, among other things, sulfur dioxide, nitrogen oxide and particulates. Such standards have become more stringent from January 1999 to reduce the amount of permitted emissions.

The table below sets forth the number of emission control equipment installed at coal-fired power plants by our generation subsidiaries as of December 31, 2013.


	KOSEP		KOMIPO		KOWEPO		KOSPO		EWP
Flue Gas Desulphurization System		11		12		12		12		13
Selective Non-catalytic Reduction System		—		2		—		—		3
Selective Catalytic Reduction System		9		18		12		12		13
Electrostatic Precipitation System		13		20		12		12		18
Low NO2 Combustion System		16		28		26		29		30

Total		49		80		62		65		77

The table below sets forth the amount of annual emission from all generating facilities of our generation subsidiaries for the periods indicated. The amount of CO2 emissions may increase in the near future due to the construction of additional coal thermal power plants but is expected to decrease in the long-term, principally due to an increased use of nuclear power and renewable energy.


Year	Sox (g/MWh)		NOx (g/MWh)		Dust (g/MWh)		CO2 (kg/MWh)
2011		148		284		8		464
2012		165		297		8		471
2013		155		283		7		487

In order to comply with the current and expected environmental standards and address related legal and social concerns, we intend to continue to install additional equipment, make related capital expenditures and

undertake several environment-friendly measures to foster community goodwill. For example, in October 2004, we and our generation subsidiaries reached an agreement with the Ministry of Environment and civic organizations to completely remove polychlorinated biphenyl, or PCB, a toxin, from the insulating oil of our transformers by 2015. In addition, when constructing certain large new transmission and distribution facilities, we assess and disclose their environmental impact at the planning stage of such construction, as well as consult with local residents, environmental groups and technical experts to generate community support for such projects. We exercise additional caution in cases where such facilities are constructed near ecologically sensitive areas such as wetlands or preservation areas. We also make reasonable efforts to minimize any negative environmental impact, for example, by using more environment-friendly technology and hardware. In addition, we also undertake measures to minimize losses during the transmission and distribution process by making our power distribution network more energy-efficient in terms of loss of power, as well as to lower consumption of energy, water and other natural resources. In addition, we and our subsidiaries have acquired the ISO 14000 certification which is an environmental management system widely adopted internationally and have made it a high priority to make our electricity generation and distribution more environmentally friendly. In 2013, we further reinforced our environmental management system by acquiring the ISO 14001 certification as well as a domestic certification of the “green management system” that relates to the management of resources, energy, green house effects and social responsibilities.

Our environmental measures, including the use of environment-friendly but more expensive parts and equipment and allocation of capital expenditures for the installation of such facilities, may result in increased operating costs and liquidity requirement. The actual cost of installation and operation of such equipment and related liquidity requirement will depend on a variety of factors which may be beyond our control. There is no assurance that we will continue to be in material compliance with legal or social standards or requirements in the future in relation to the environment.

As part of our long-term strategic initiatives, we plan to take other measures designed to promote the generation and use of environmentally friendly, or green, energy. See Item 4B. “Business Overview—Strategy.”

Some of our generation facilities are powered by renewable energy sources, such as solar energy, wind power and hydraulic power. While such facilities are currently insignificant as a proportion of our total generation capacity or generation volume of our generation subsidiaries, we expect that the portion will increase in the future, especially since we are required to comply with the Renewable Portfolio Standard policy as described below.

The following table sets forth the generation capacity and generation volume in 2013 of our generation facilities that are powered by renewable energy sources.


	Generation Capacity (megawatts)			Generation Volume (gigawatt-hours)
Hydraulic Power		5,334			5,679
Wind Power		94			155
Solar Energy, Fuel Cells and Biogas		114			251

Subtotal		5,542			6,086
As percentage of total⁽¹⁾		7.8	%		1.4	%

Note:

(1)	As a percentage of the total generation capacity or total generation volume, as applicable, of us and our generation subsidiaries.

In order to deal with shortage of fuel and other resources and also to comply with various environmental standards, in 2012 the Government adopted the Renewable Portfolio Standard (“RPS”) program, which replaced the Renewable Portfolio Agreement which had been in effect from 2006 to 2011. Under the RPS program, each generation subsidiary is required to generate a specified percentage of total electricity to be generated by such

generation subsidiary in a given year in the form of renewable energy, with the target percentage being 2.0% in 2012, 2.5% in 2013 and incrementally increasing to 10.0% by 2022. Fines are to be levied on any subsidiary that fails to do so in the prescribed timeline. In 2012, while one of our generation subsidiaries met 100% of its target, five others were unsuccessful to do so. Our six generation subsidiaries met, on average, 90.8% of the target for 2012 and accordingly were fined an aggregate amount of Won 23.7 billion. Compliance by our generation subsidiaries of the 2013 target is currently under evaluation, and if our generation subsidiaries are found to have failed to meet the target for 2013 or for subsequent years, our generation subsidiaries may become subject to additional fines or other penalties. The budgeted amount of capital expenditure for implementation of the RPS as currently planned for the period from 2013 to 2022 is approximately Won 13.7 trillion. We expect that such additional capital expenditure to be covered by a corresponding increase in electricity tariff. However, there is no assurance that the Government will in fact raise the electricity tariff to a level sufficient to fully cover such additional capital expenditures or at all.

As to how we plan to finance our capital expenditures related to our environmental programs, see “—Capital Investment Program.”

Community Programs

Building goodwill with local communities is important to us in light of concerns among the local residents and civic groups in Korea regarding construction and operation of generation units, particularly nuclear generation units. The Act for Supporting the Communities Surrounding Power Plants requires that the generation companies and the affected local governments carry out various activities up to a certain amount annually to address neighboring community concerns. Pursuant to this Act, we and our generation subsidiaries, in conjunction with the affected local and municipal governments, undertake various programs, including scholarships and financial assistance to low-income residents.

Under the Act for Supporting the Communities Surrounding Power Plants, activities required to be undertaken under the Act are funded partly by the Electric Power Industry Basis Fund (see “—Sales and Customers—Electricity Rates”) and partly by KHNP as part of its budget. KHNP is required to make annual contributions to the affected local communities in an amount equal to Won 0.25 per kilowatt hour of electricity generated by its nuclear generation units during the one-year period before the immediately preceding fiscal year and Won 5 million per thousand kilowatts of hydroelectric generation capacity. In addition, under Korean tax law, KHNP is required to pay local tax levied on its nuclear generation units in an amount equal to Won 0.50 per kilowatt hour of their generation volume in the affected areas and Won 2 per 10 cubic meters of water used for hydroelectric generation.

Prior to the construction of a generation unit, our generation subsidiaries perform an environmental impact assessment which is designed to evaluate public hazards, damage to the environment and concerns of local residents. A report reflecting this evaluation and proposing measures to address the problems identified must be submitted to and approved by the Ministry of Trade, Industry and Energy following agreement with related administrative bodies, including the Ministry of Environment prior to the construction of the unit. Our generation subsidiaries are then required to implement the measures reflected in the approved report. Despite these activities, civic community groups may still oppose the construction and operation of generation units (including nuclear units), and such opposition could adversely impact our construction plans for generation units (including nuclear units) and have a material adverse effect on our business, results of operations and cash flow.

Nuclear Safety

KHNP takes nuclear safety as its top priority and continues to focus on ensuring the safe and reliable operation of nuclear power plants. KHNP also focuses on enhancing corporate ethics and transparency in the operation of its plants.

KHNP has a corporate code of ethics and is firmly committed to enhancing nuclear safety, developing new technologies and improving transparency. KHNP has also established the “Statement of Safety Policy for

Nuclear Power Plants” to ensure the highest level of nuclear safety. Furthermore, KHNP invests approximately 5% of its total annual sales into research and development for the enhancement of nuclear safety and operational performance.

KHNP implements comprehensive programs to monitor, ensure and improve safety of nuclear power plants. In order to enhance nuclear safety through risk-informed assessment, KHNP conducts probabilistic safety assessments, including for low power-shutdown states, for all its nuclear power plants. In order to systematically verify nuclear safety and identify the potential areas for safety improvements, KHNP performs periodic safety reviews on a 10-year frequency basis for all its operating units. These reviews have been completed for Kori units 1, 2, 3 and 4, Hanbit units 1, 2, 3 and 4, Hanul units 1, 2, 3 and 4 and Wolsong units 1, 2, 3 and 4. Reviews for Hanbit units 5 and 6 and Hanul units 5 and 6 are in progress. In order to enhance nuclear safety and plant performance, KHNP has established a maintenance effectiveness monitoring program based on the maintenance rules issued by the United States Nuclear Regulatory Commission, which covers all of KHNP’s nuclear power plants in commercial operation.

KHNP has developed the Risk Monitoring System for operating nuclear power plants, which it implements in all of its nuclear power plants. The Risk Monitoring System is intended to help ensure nuclear plant safety. In addition, KHNP has developed and implemented the Severe Accident Management Guidelines and is developing the Severe Accident Management Guidelines for Low Power-Shutdown States in order to manage severe accidents for all of its nuclear power plants.

KHNP conducts various activities to enhance nuclear safety such as quality assurance audits and reviews by the KHNP Nuclear Review. KHNP maintains a close relationship with international nuclear organizations in order to enhance nuclear safety. In particular, KHNP invites international safety review teams such as the World Association of Nuclear Operators (“WANO”) Peer Review Team and the Expert Mission Team to its nuclear plants for purposes of meeting international standards for independent review of its facilities. KHNP actively exchanges relevant operational information and technical expertise with its peers in other countries. For example, in November 2013, Wolsung 2 hosted the WANO Peer Review and Hanul 3 conducted the WANO Follow-up Peer Review in February 2014. KHNP also invited the WANO Corporate Peer Review Team for the first time in November 2013. The recommendations and findings from this event were shared with KHNP’s other nuclear plants to implement improvements at such plants.

The average level of radiation dose per unit amounted to a relatively low level of 0.46 man-Sv in 2012, which was substantially lower than the global average in 2012 of 0.76 man-Sv/year as reported in the WANO performance indicator report.

In response to the damage to the nuclear facilities in Japan as a result of the tsunami and earthquake in March 2011, the Government conducted additional safety inspections on nuclear power plants by a group of experts from governmental authorities, civic groups and academia. As a result of such inspections, the Government required KHNP to perform 46 comprehensive safety improvement measures. The Government also established the Nuclear Safety & Security Commission in October 2011 for neutral and independent safety appraisals. KHNP developed 10 additional measures through benchmarking overseas cases and the internal analysis of current operations. KHNP plans to implement these measures, which are expected to be completed by 2015, at total expected cost of approximately Won 1.1 trillion. As of December 31, 2013, KHNP had completed 32 of such measures.

Low and intermediate level waste, or LILW, and spent fuels are stored in temporary storage facilities at each nuclear site of KHNP. The temporary LILW storage facilities at the nuclear sites will be sufficient to accommodate all LILWs produced up to 2014. We expect that Korea Radioactive Waste Agency (“KORAD”) will complete the construction of a LILW disposal facility in the city of Gyeongju by June 2014, and starting from December 2010, LILW stored in temporary storage facilities at Hanul and Wolsong was transferred to a disposal facility in the city of Gyeongju.

In order to increase the storage capacity of temporary storage facilities for spent fuels, KHNP has been pursuing various projects, such as installing high-density racks in spent fuel pools and building dry storage facilities. Through these activities, we expect that the storage capacity for spent fuels in all nuclear sites will be sufficient to accommodate all the spent fuels produced by 2016. The policy for spent fuel management options is currently under development.

In 2009, the Radioactive Waste Management Act (“RWMA”) was enacted in an effort to centralize management of the disposal of spent fuel and LILW and enhance the security and efficiency of related management processes. The RWMA designates KORAD to manage the disposal of spent fuels and LILW. Pursuant to the RWMA, the Government has established the Radioactive Waste Management Fund. The management expense for LILW is paid when LILW is transferred to KORAD, and the charge for spent fuel is paid based on the quantity generated every quarter. LILW-related management costs and charges for spent fuel are reviewed by the Ministry of Trade, Industry and Energy every two years. In December 2012, such costs and charges were increased by a committee composed of Government officials, KHNP, Korea Radioactive Waste Management Corporation and experts in finance and accounting. This may result in an increase in future expenses that KHNP may incur in relation to radioactive waste.

All of KHNP’s nuclear plants are currently in compliance with Korean law and regulations and the safety standards of the IAEA in all material respects. For a description of certain past incidents relating to quality assurance in respect of KHNP, see Item 3D. “Risk Factors—Recent findings of falsified testing results and bribery and the subsequent prolonged shutdowns of certain of our nuclear generation units may adversely hurt our reputation, business, results of operations and financial condition.”

Decommissioning

Decommissioning of a nuclear power unit is the process whereby the unit is shut down at the end of its life, the fuel is removed and the unit is eventually dismantled. KHNP implements a dismantling policy under which dismantling would take place five to ten years after the unit’s closure. KHNP renewed the operation license of Kori-1, the first nuclear power plant constructed in Korea, which commenced operation in 1978, for an additional 10 years in 2007. KHNP is also in the process of renewing the operation license of Wolsung-1 to extend its life cycle, whose original operation license expired in November 2012. If the Wolsung-1 license is extended, decommissioning of a nuclear power generation unit is not expected to commence before 2017. While it does not carry a cash reserve for its decommissioning liability, KHNP retains full financial and operational responsibility for decommissioning its units.

KHNP has accumulated the decommissioning cost as a liability since 1983. The decommissioning costs of nuclear facilities are defined by the Radioactive-Waste Management Act, which requires KHNP to credit annual appropriations separately. These costs are estimated based on studies conducted by the relevant committees, and are reviewed by the Ministry of Trade, Industry and Energy every two years. In December 2012, estimated decommissioning costs were increased in consideration of overseas cases of decommissioning, inflation rate assumptions, changes in the operating environment and other criteria. As a result, KHNP was required to accrue additional provisions due to increased future decommissioning costs, and as of December 31, 2013, KHNP accrued Won 15,427 billion for the cost of dismantling and decontaminating existing nuclear power plants, which consisted of dismantling costs of nuclear plants of Won 9,888 billion and dismantling costs of spent fuel and radioactive waste of Won 5,539 billion. For accounting treatment of decommissioning costs, see Item 5A. “Operating and Financial Review and Prospects—Critical Accounting Policies—Decommissioning Costs.”

Overseas Activities

We are engaged in a number of overseas activities. We believe that such activities help us diversify our revenue streams by leveraging the operational experience of us and our subsidiaries gathered from providing a

full range of services, such as power plant construction and specialized engineering and maintenance services in Korea, as well as to establish strategic relationships with countries that are or may become providers of fuels.

The table set below summarizes our overseas projects.


Country	Project Period	Project Description
Generation Projects:
United Arab Emirates	December 2009 to May 2020	Construction, operation and support for four 1,400 megawatt nuclear power generation units
United Arab Emirates	March 2011 to August 2039	1,600 megawatt combined-cycle gas power plant project (BOO)⁽⁴⁾
Jordan	October 2009 to December 2035	373 megawatt combined-cycle power plant in Al Qatrana (BOO)⁽⁴⁾
Jordan	September 2012 to June 2039	573 megawatt diesel engine power plant in Almanakher (BOO)⁽⁴⁾
Jordan	January 2013 to January 2035	Construction and operation of a wind farm in Fujeij (BOO)⁽⁴⁾
Rabigh, Saudi Arabia	July 2009 to April 2033	1,204 megawatt oil-fired power plant (BOO)⁽⁴⁾
Shanxi, China	April 2007 to April 2056	6,887 megawatt coal-fired power plants (BOO)⁽⁴⁾ and coal mine projects
Gansu, China	September 2005 to April 2029	99 megawatt wind power plants (BOO)⁽⁴⁾
Inner Mongolia, China	December 2006 to December 2032	991 megawatt wind power plants (BOO)⁽⁴⁾
Liaoning, China	July 2012 to July 2032	226 megawatt wind power plant (BOO)⁽⁴⁾
Vietnam	December 2014 to December 2043	1,200 megawatt coal-fired power plants project (BOT)⁽¹⁾
Thailand	2011 to 2037	111 megawatt combined-cycle power plant (BOO)⁽⁴⁾
Thailand	2012 to 2033	8 megawatt solar power plant (BOO)⁽⁴⁾
Ilijan, Philippines	November 1997 to May 2022	1,200 megawatt combined-cycle power plant project (BOT)⁽¹⁾
Naga, Philippines	Since February 2006	200.8 megawatt power plant (O&M)⁽²⁾
Cebu, Philippines	February 2008 to May 2036	200 megawatt CFBC⁽³⁾ coal-fired power plant (BOO)⁽⁴⁾
India	February 2012 to December 2039	Construction, O&M of a 388 megawatt combined-cycle power plant
United States	2013 to 2065	300 megawatt solar power plant in Nevada (BOO)⁽⁴⁾
United States	Since September 2012	Construction and operation of a 80 megawatt Novus 1 wind farm project


Country	Project Period	Project Description
United States	Since December 2012	Construction and operation of a 40 megawatt Novus 2 wind farm project
Mexico	September 2010 to May 2038	433 megawatt combined-cycle power plant project (BOO)⁽⁴⁾
Chile	June 2014 to October 2031	517 megawatt combined cycle gas turbine power plant (BOO)
Nigeria	Since 2007	Acquisition of an equity interest in Egbin Power Plc for operation and maintenance of a 1,320 megawatt gas-fired power plant in Nigeria

Exploration and Production Projects:
Indonesia	Since July 2009	Purchase of equity interest of PT Adaro Energy Tbk
Indonesia	Since August 2010	Purchase of equity interest of PT Bayan Resources Tbk
Indonesia	Since August 2011	Purchase of equity interest of LongDaliq mines
Australia	Since January 2008	Moolarben thermal coal mine development
Australia	Since November 2007	Share subscription of Cockatoo Coal Limited, a coal development company
Australia	Since July 2010	Bylong thermal coal mine development
Australia	Since June 2012	Acquisition of equity interest of Amber Energy Company, an operator of Decker and Black Cutte mines
Canada	Since June 2009	Share subscription of Denison Mines, a uranium development company
Canada	From December 2007	Uranium exploration project in the Cree East
Canada	January 2008 to May 2013	Uranium exploration project in the Waterbury Lake
United States	Since July 2012	Acquisition of minority interest in Energy Fuel Inc., a Denver-based uranium producer, in exchange for equity interest in Strathmore Minerals Corp.
Niger	Since December 2009	Share subscription of ANCE, a uranium development company
Nigeria	Since March 2006	Exploration of oil and gas for two offshore blocks
Nigeria	Since October 2008	Development of downstream projects in Nigeria
France	June 2009 to 2015	Construction and operation of a uranium enrichment plant


Country	Project Period	Project Description
Transmission and Distribution projects:
India	September 2011 to 2014	11kV feeder separation program for separation of non-agricultural and agricultural consumers, replacement of bare low tension line with aerial bunched cable and meterization of unmetered consumers in rural areas
Kazakhstan	February 2011 to December 2014	Modernization of 17 substations in Actub, Kazakhstan
Dominican Republic	May 2011 to May 2014	Rehabilitation of electricity distribution networks

Notes:

(1)	Represents “build, operate and transfer” projects.

(2)	Represents “rehabilitation, operation, maintenance and management” projects

(3)	Represents “circulating fluidized bed combustion” projects.

(4)	Represents “build, own and operate” projects.

While strategically important, we believe that our overseas activities, as currently being conducted, are not in the aggregate significant in terms of scope or amount compared to our domestic activities. In addition, a number of the overseas contracts currently being pursued are based on non-binding memoranda of understanding and the details of such projects may significantly change during the course of negotiating the definitive agreements.

A further description of the material overseas activities by us and our subsidiaries is provided below.

Generation projects

United Arab Emirates

In December 2009, following an international open bidding process, we entered into a prime contract with the Emirates Nuclear Energy Corporation (the “ENEC”), a state-owned nuclear energy provider of the United Arab Emirates (“UAE”), to design, build and help operate four civil nuclear power generation units to be located in Barakah, a region approximately 270 kilometers from Abu Dhabi, for the UAE’s peaceful nuclear energy program. The contract amount for the project is US$18.6 billion, with the term of the contract to last from December 27, 2009 to May 1, 2020. Under the contract, we and the subcontractors, some of which are our subsidiaries, are to perform various duties in connection with the project, including, among others, (i) designing and constructing four nuclear power generation units (each with a capacity of 1,400 megawatts), (ii) supplying nuclear fuel for three fuel cycles including initial loading (with each cycle currently projected to last for approximately 18 months), and (iii) providing technical support, training and education to the plant operation personnel. The target completion dates for the four units are set for May 2017, May 2018, May 2019 and May 2020.

In addition, in order to foster a long-term strategic partnership and stable management of the units post-construction, we currently plan to make an equity investment in a project company established by ENEC. Details of such investment, including its size and structure, remain subject to further negotiation at this time, and we plan to make further disclosures regarding such investment in due course and as appropriate.

In October 2010, a consortium, which included us, was selected by Abu Dhabi Water & Electricity Authority (“ADWEA”), a state-run utilities provider in the United Arab Emirates, as the preferred bidder in an

international bidding for the construction and operation of the combined-cycle natural gas-fired electricity generation facilities in Shuweihat, UAE with an expected aggregate generation capacity of 1,600 megawatts. In February 2011, the consortium entered into a formal contract with ADWEA for the construction and operation of the generation facilities. This project involves three years of construction starting from March 2011, and 25 years of operation by us following its completion in August 2014. The total project cost is estimated to be US$1.5 billion, of which approximately 20% will be financed through equity investments by the consortium members and the remaining 80% through project financing. Equity interests in the consortium are owned by ADWEA (60.0%), Sumitomo (20.4%) and us (19.6%). The total amount of our equity investment in the project is expected to be approximately US$56 million, and we are participating in this project through a special purpose vehicle.

Jordan

In July 2008, a consortium consisting of us and Xenel was selected as the preferred bidder to “build, own and operate” a gas-fired power plant with installed capacity of 373 megawatts in Al Qatrana, near Amman, Jordan. After entering into definitive agreements in October 2009, construction of the power plant began in March 2010 and was completed in December 2011. The total cost of construction was approximately US$460 million. Operation of the power plant will be for a period of 25 years until 2035. We and Xenel established a joint venture to oversee the project, with us and Xenel holding an 80:20 equity interest, respectively. We expect our total investment in the project to be approximately US$96 million. We believe that this project will help us expand our business in the Middle East and position us as a competitive power producer in the global market.

In January 2012, a consortium consisting of us, Mitsubishi Corporation and Wartsila Development & Financial Services was selected by National Electric Power Corporation, a state-run electricity provider in Jordan, to construct and operate a diesel engine power project in Almanakher with an expected total generation capacity of 573 megawatts. In August 2012, we established a special-purpose vehicle for the purpose of carrying out the project and on September 24, 2012, the consortium entered into a power purchase agreement with the National Electric Power Company. This project is comprised of three phases and is scheduled for completion by September 2014. The project is expected to require a construction period of two years followed by an operational period of 25 years. The total project cost will be funded primarily through debt financing and the remaining will be financed through equity investments by the consortium members. We hold a 60% equity interest in the consortium.

In January 2013, we were selected by Ministry of Energy and Mineral Resources of Jordan as an independent power producer to “build, own and operate” a wind farm with installed capacity of 99 megawatts in Fujeij, which is located on plateau 150 kilometers south of Amman, Jordan. This is the first of a series of projects to take place in Jordan, and we expect to build wind turbines with total capacity amounting up to 1,800 megawatts by 2020. The project involves 20 months of construction and 20 years of operation. Under the contract with Jordan’s Ministry of Energy and Mineral Resources, construction is scheduled to begin in 2014 for completion by the end of 2016. The total project cost is approximately US$200 million, of which approximately 42% will be financed through equity investments solely from us, and we will be the 100% equity holder of the project and the remaining 58% through debt financing. With this project, we expect to diversify our business portfolio in the Middle East from the existing nuclear and thermal power plants to renewable energy.

Saudi Arabia

In December 2008, we formed a consortium with ACWA Power International of Saudi Arabia and submitted a bid for the 1,204 megawatt oil-fired power project in Rabigh, Saudi Arabia. In March 2009, we were selected as the preferred bidder, and in July 2009, we entered into a power purchase agreement with Saudi Electricity Company. Construction of the project was completed in April 2013, and we will participate in the operation of the plant for 20 years. This project has an estimated project cost of US$2.5 billion. We currently hold a 40.0% equity interest in the joint venture entity, Rabigh Electricity Company, which will oversee the project.

China

In April 2007, we formed a limited partnership with Shanxi International Electricity Group and Deutsche Bank in China to develop and operate power projects and coal mines in Shanxi province, China, which was approved by the Chinese government. As of December 31, 2013, total capital investment in these projects amounted to US$1.3 billion. We are expected to participate in the operation of the project for a period of 50 years ending 2056. As of December 31, 2013, the total installed capacity was 6,887 megawatts and our equity interest in the partnership was 34%.

In September 2005 and April 2006, we and China Datang Corporation of the People’s Republic of China formed joint ventures to build four wind-powered generation projects in China, consisting of one project in Gansu province with total capacity of 49.3 megawatts and three projects in Inner Mongolia with total capacity of 139.4 megawatts. Since then, one project with capacity of 49.5 megawatts has been added in Gansu and 15 projects with total capacity with 851.4 megawatts have been added in Inner Mongolia. In Liaoning province, we are developing five projects with total capacity of 226 megawatts under an understanding with the government of Chaoyang City. As of December 2013, 642.5 megawatts and 178.0 megawatts of the aforementioned projects had been developed in Inner Mongolia and Liaoning province, respectively. The joint ventures were capitalized with RMB 271 million for the Gansu projects, RMB 3,297 million for the Inner Mongolia projects and RMB 678 million for the Liaoning projects. One-third of the investment was funded with equity contribution and the remaining two-thirds with debt. We and China Datang Corporation hold 40% and 60% of equity interests, respectively, in each of the aforementioned joint ventures and we are participating in the projects through our wholly-owned subsidiaries. Of the 25 wind power generation projects in the aforementioned areas in China, 20 projects with a total capacity of 919 megawatts are currently in operation. The other five projects are still in the preparation stage.

Vietnam

In March 2013, a consortium consisting of us and Marubeni, a Japanese corporation, was selected by the Ministry of Industry and Trade of Vietnam for the construction and operation of a 1,200 megawatt coal-fired power plant in Thanh Hoa province, Vietnam. Construction will begin in December 2014 with target completion by December 2018, following which we will handle operation for 25 years. We have entered into a power purchase agreement with Electricity of Vietnam. Total project cost is expected to be US$2.3 billion, of which 25% will be funded by capital contribution and the remaining 75% by debt financing. The share capital of the special purpose entity that will be in charge of this project will be US$ 575 million, and KEPCO and Marubeni will each hold 50% equity interest in such entity.

Thailand

In December 2011, KOMIPO agreed to purchase a 29% equity interest in Navanakorn Electric Co., a Thailand power company, to jointly develop a combined-cycle power plant project in Thailand with generation capacity of 111 megawatts. The total project cost is currently estimated to be US$187 million, and KOMIPO expects to invest approximately US$15.6 million into this project. Following the completion of construction in 2013, this project commenced commercial operation on October 31, 2013 for a period of 25 years.

In September 2012, KOMIPO entered into an agreement with Toyo-Thai Corp. PCL to build and operate a 8 megawatt solar power plant in Ang Thong. The total project cost is currently estimated to be US$26 million, and KOMIPO invested approximately US$0.9 million into this project and acquired a 10% equity interest. Following the completion of construction in 2013, this project commenced commercial operation in March 2013 for a period of 20 years.

Philippines

We are currently engaged in three major power projects in the Philippines: (i) a “build, operate and transfer” of a 1,200-megawatt combined-cycle power plant project in Ilijan, construction of which began in November 1997 and

was completed in June 2002, and operation by us until 2022 (the project cost of the Ilijan project was US$721 million, for which project finance on a limited recourse basis was provided), and (ii) ownership of a 39.6% equity interest in SPC Power Corporation, an independent power producer operating a 200.8-megawatt Naga power complex in Cebu, in which we initially acquired a 40.0% equity interest in February 2006 pursuant to a rehabilitation, operation, maintenance and management (ROMM) agreement, which was completed in March 25, 2012 followed by an approximately two-year operation and maintenance period thereafter and (iii) a “build, operate and own” of a 200-megawatt CFBC coal power plant in Cebu for which construction began in February 2008 and was completed in May 2011, followed by operation thereof until 2036. The project cost of the Cebu project was US$451 million, for which project finance on a limited recourse basis was provided.

India

In 2012, KOWEPO purchased a 40% equity interest in Pioneer Gas Power for a purchase price of approximately US$35 million to construct a 388-megawatt combined-cycle power plant in Maharashtra, India. The total size of the project, which commenced in February 2012, is expected to be approximately US$274 million and we expect the power facility to begin commercial operation in 2014. KOWEPO will be responsible for operation and maintenance of the project until December 2039.

United States

In October 2011, a consortium consisting of our wholly-owned generation subsidiary, KOMIPO, and POSCO Engineering Co., was selected by the City of Boulder as the winning bidder in an auction for the construction and operation of a US$1 billion solar power plant project in Nevada, the United States with generation capacity of 300-megawatts. The total size of the project is expected to be approximately US$300 million, and KOMIPO expects to invest approximately US$90 million and hold a 30% equity interest in the project. Construction of the project commenced in September 2013 and is expected to be completed by December 2014, to be followed by 50 years of operation from 2015 to 2065.

In 2012, KOSEP completed construction of wind farm projects in Oklahoma, KODE Novus 1 LLC and KODE Novus 2 LLC. The two wind farm projects have generation capacities of 80 megawatts and 40 megawatts, respectively, and KOSEP commenced operation of these projects in December 2012 for a term of 20 years. The total project cost is expected to be US$27.8 million, and KOSEP will hold a 50% and 49% equity interest in these wind farm projects, respectively.

Mexico

In August 2010, a consortium led by us was selected as the preferred bidder in an international auction for the construction and operation of the Norte II gas-fueled combined-cycle electricity generation facility in Chihuahua, Mexico, as ordered by the Commission Federal de Electricidad (“CFE”) of Mexico. The consortium established a special purpose vehicle, KST Electric Power Company (“KST”), to act as the operating entity, and in September 2010, KST entered into a power purchase agreement with CFE in relation to the construction and operation of a 433-megawatt combined-cycle power plant at Chihuahua in Mexico. In October 2010, KST was licensed by the Mexican government as an independent power producer, which allows it to produce and sell electricity to CFE during the specified contract period. The project will be undertaken on a “build, own and operate” basis. The total cost of the project is approximately US$430 million. We hold a 56% equity interest in the consortium, with the remaining equity interests held by Samsung C&T (with a 34% equity interest) and Techint, a Mexico company (with a 10% equity interest). Approximately 22.5% of the total project costs will be financed through equity investments by the consortium and the remaining 77.5% through project financing. Commercial operation commenced in December 2013 following completion of the construction, and the operation period will run for 25 years until 2038. Our wholly-owned subsidiary, KEPCO Energy Service Company, currently manages the operation of the project.

Chile

In November 2013, following an international competitive bidding process, KOSPO and Samsung C&T Corporation were awarded a 517 megawatt combined cycle gas turbine power plant project by BHP Billiton and entered into a long-term contract to build, own, operate and maintain the power plant to supply electric power to a copper mines in Chile. The term of the contract is 15 years from the commercial operation date, with an option to extend the term three times by five years each. In order to facilitate project management, KOSPO established a wholly-owned subsidiary, KOSPO Chile SpA, which made an investment into a special purpose company, Kelar S.A. As of December 31, 2013, KOSPO Chile SpA’s equity interest in the project was 65%. Construction for the project is scheduled to begin in June 2014 with commercial operation expected to begin in October 2016.

Nigeria

In October 2007, we invested US$9.1 million in KEPCO Energy Resource Nigeria Ltd. (“KERNL”), a joint venture with Energy Resource Ltd., a Nigerian company. We currently own 30.0% of KERNL’s equity capital. In May 2007, KERNL entered into a share purchase agreement with the Nigerian government for the purchase of 70% of the equity capital of Egbin Power Plc in Nigeria, which owns and operates the Egbin power plant, a 1,320-megawatt gas-fired power plant in Lagos, Nigeria for a consideration of approximately US$407 million. The acquisition was completed in October 2013, and in June 2013, we entered into a contract with Egbin Power Plc for the operation and maintenance of the Egbin power plant. The contract price was US$315 million. In November 2013, we commenced operation and maintenance services for a term of five years and will expire in October 2018.

Exploration and Production Projects

Indonesia

In July 2009, we, together with KOSEP, purchased a 1.5% equity interest in PT Adaro Energy Tbk (“Adaro”) for an aggregate purchase price of US$47 million. Adaro is the second largest coal producer in Indonesia and the fifth largest coal exporter in the world, and has produced a total of 52 million tons of coal in 2013. As part of this investment, we are entitled to an annual coal procurement of 3 million tons per year. In August 2010, we purchased a 20% equity interest in PT Bayan Resources Tbk (“Bayan”), an Indonesian mining company, for a purchase price of US$518 million. Bayan is engaged in open cut mining of various coal qualities from mines located primarily in East and South Kalimantan, and has produced approximately 13 million tons of coal in 2013. In addition, because Bayan owns the largest coal terminal and the only floating transfer-station in Indonesia, we believe that the acquisition will improve our access to much-needed transportation infrastructure within Indonesia. As part of this investment, we are entitled to an annual coal procurement of 2 million tons per year between 2012 and 2014 and 7 million tons per year beginning in 2015. We expect that both of our investments in Indonesia will help us secure more stable supply of coal for power generation and help us hedge against fluctuations in fuel prices.

In August 2011, KOSPO entered into an agreement with PT. Kedap Sayaaq to acquire a 10% equity interest in LongDaliq mines located in western Kalimantan, Indonesia. KOSPO acquired such equity interest in 2013, and will secure up to three million tons of coal per year through a coal off-take agreement.

Australia

In January 2008, a consortium consisting of Korea Resources Corporation, a Government-controlled enterprise, Hanwha Corporation, us and four of our wholly owned generation subsidiaries, namely, KOSEP, KOMIPO, KOWEPO and KOSPO, entered into an agreement with Felix Resources Limited, an Australian coal mining company, to develop the Moolarben coal mine located in Western Coal Fields, New South Wales, Australia. Under the terms of agreement, the consortium purchased a 10% equity interest in the Moolarben

project from Felix, of which we and our four generation subsidiaries own an aggregate of 5% and 80% equity interests, respectively of the project is held by Felix which was acquired by Yancoal Australia in December 2009. In 2013 Moolarben produced 6.4 million tons of coal, of which we and our four generation subsidiaries imported 2.5 million tons in 2013. We and our four generation subsidiaries have a coal off-take agreement for a total of 2.5 million tons of coal per annum.

In November 2007, we and EWP entered into a share subscription agreement with Cockatoo Coal Limited (“Cockatoo”), a coal exploration and mining company located in Australia. We and EWP currently hold a 1.1% equity interest, in aggregate, in Cockatoo after having made a total investment of A$21.8 million. Cockatoo has several coal exploration projects in Queensland and New South Wales and one production project in Bowen Basin, Queensland, Australia.

In July 2010, Kepco Australia Pty Ltd., our wholly-owned subsidiary, entered into an agreement with Anglo American Metallurgical Coal Pty Ltd. to acquire 100% of the equity interest in Anglo Coal (Bylong) Pty Ltd., a wholly-owned subsidiary of Anglo, for a purchase price of A$403 million. Bylong owns a bituminous coal mine in New South Wales, Australia. From this acquisition, we expect to secure an average of 5.1 million tons of bituminous coal per year from this mine during the period from 2017 to 2052. We and Cockatoo are currently undergoing a feasibility study for this project to explore and develop coal that is of export quality.

In June 2012, KOSPO entered into an agreement with Amber Energy Company, which is the operator of Decker and Black Cutte mines located in Brisbane, Australia. In the event of the initial public offering, which has not yet taken place, KOSPO is entitled to convert convertible bonds to an equity interest within one year period from the initial public offering. KOSPO is also entitled to secure up to two million tons of coal per year through a coal off-take agreement.

Canada

In June 2009, we, together with KHNP, entered into a definitive agreement with Denison Mines Corporation (“Denison”) under which we currently hold a 9.05% equity interest in Denison Mines. Under the terms of the agreement, we are entitled to procure up to approximately 20.0% of Denison’s current annual uranium production, during the period from 2010 to 2015.

In December 2007, a consortium consisting of four Korean companies, namely us, Korea Resources Corporation, Hanwha Corporation and SK Innovation Co., Ltd., entered into an agreement with CanAlaska Uranium, Ltd., a uranium exploration company located in Canada (“CanAlaska”), to carry out a joint uranium exploration project to search for uranium deposits across mines in the Cree East area, Saskatchewan, Canada. Under the terms of the agreement, the consortium and CanAlaska each hold a 50.0% equity interest in the four-year project. The estimated capital expenditure for the project is C$19 million, all of which is to be paid by the consortium through cash contributions over the term of the project. We have invested C$4.75 million for which we have received a 12.5% equity interest in the project at the end of 2010. If additional capital expenditure is required, the amount in excess of C$19 million is to be shared equally between CanAlaska and the consortium.

In January 2008, a consortium consisting of us, KHNP, KEPCO Nuclear Fuel Co., Ltd., Hanwha Corporation and Gravis Capital Corp., a Canadian company, entered into an agreement with Fission Energy Corp., a uranium exploration company located in Canada, to carry out a joint uranium exploration project in Waterbury Lake, Saskatchewan, Canada. Under the terms of the agreement, each of the consortium and Fission Energy Corp. holds a 50% equity interest in the three-year project. The estimated capital expenditure for the project is C$15 million, all of which is to be paid by the consortium through cash contributions over the term of the project. Under the terms of the agreement, the consortium is required to purchase a 50% equity interest in the project held by Fission Energy Corp. upon the final payment of cash contributions by the consortium during the term of the project. We have a 20% equity interest in the project and are expected to make estimated cash contributions of C$6 million. During the three-year exploration period, which ended in April 2010, we

discovered a high grade uranium mineralization after drilling 20 out of 97 sites. In August 2010, the consortium entered into additional agreements consisting of a limited partnership agreement, a shareholders agreement and an operating service agreement with Fission Energy Corp. and extended the exploration period to May 2013 in order to enlarge known mineralization and to produce a resource estimate. In April 2011, Fission Energy Corp. exercised a Back-In Option under the limited partnership agreement and provided to the consortium consideration of C$6 million. As a result of the exercise of the Back-In Option, the Fission Energy Corp.’s equity interest increased by 10% and the consortium’s equity interest was reduced by 10%. Currently, Fission Energy Corp. and the consortium hold a 60% and 40% equity interest, respectively, in the special purpose entity established to operate this project, of which we hold a 16% equity interest. Subsequent to the exercise of the Back-In Option, the consortium and Fission Energy Corp. are required to make estimated cash contributions for the project on the basis of their respective equity interest.

United States

On July 2, 2012, we and KHNP acquired a 9.4% equity interest in Energy Fuel Inc. (“EFI”), a Denver-based uranium producer, from Denison in exchange for the equity interest we held in Strathmore Minerals Corp. in connection with Denison’s restructuring of its assets based in the United States, including the sale of Strathmore to EFI. EFI will assume the off-take contract between us and Denison. Following the off-take contract, we and KHNP will secure 160 tons of uranium per year until 2015, and will renegotiate on the procurement amounts in 2016.

Niger

In December 2009, we and KHNP, our wholly-owned nuclear generation subsidiary, entered into a definitive agreement with Areva NC Expansion (“ANCE”) to purchase 1.0 million shares, or 15.0%, of the share capital of ANCE at an aggregate purchase price of EUR 170 million. We are entitled to procure up to approximately 9.0% of Imouraren SA’s annual uranium production in Niger, which is estimated to be 626 metric tons based on ANCE’s annual production plan during the period between 2017 and 2052. Imouraren SA is an ANCE-invested mine operating company. We and KHNP currently hold a 13.5% equity interest in aggregate in ANCE.

Nigeria

In August 2005, a consortium consisting of us, Korea National Oil Corporation (“KNOC”), a Government-owned entity, and Daewoo Shipbuilding & Marine Engineering won a bid from the federal government of Nigeria for exploration and production of oil in two off-shore blocks. The consortium, of which we hold a 8.8% equity interest, holds 60.0% of the equity interest in the special purpose vehicle established to carry out the project regarding these two blocks. In March 2006, the consortium entered into production sharing contracts with Nigerian National Petroleum Corporation in connection with this project. However, in January 2009, the government of Nigeria unilaterally decided to void allocation of the two blocks granted to the consortium based on a claim that the consortium failed to pay full amount of the consideration. KNOC filed a suit in the Nigerian court challenging this decision in August 2009, the final outcome of which is currently pending. In the meanwhile, our projects in Nigeria remain on hold.

France

In June 2009, KHNP acquired a 2.5% equity interest in Societe D. Enrichissement Du Tricastin (“SET Holding”), which was established by Areva for the purpose of constructing and operating a uranium enrichment plant in Tricastin, France. KHNP has invested approximately 129 million Euros for a 2.5% equity interest, and COGAC SAS and a group led by Japan France Enrichment Investing and Kansai Electric Power Co. have

acquired a 5% and 4.5% equity interest, respectively, in SET Holding. The maximum production capability of the uranium enrichment plant is 7,500 ton Separative Work Unit or, SWU. We believe that this investment will help us secure a more stable and economical supply of enriched uranium.

Transmission and Distribution Projects

India

In September 2011, a joint venture company established by us and Megha Engineering & Infrastructures Ltd. (“Megha”) entered into an agreement with M.P. Paschim Kshetra Vidyut Vitaran Co. Ltd., Indore (“Paschim”) and M.P. Poorv Kshetra Vidyut Vitaran Co. Ltd., Jabalpur (“Poorv”), each a state-controlled electricity provider in India, to improve the overall power distribution network in Madhya Pradesh, India through a feeder separation program, including improvements of transmission lines and installation of power meters in seven rural areas. The joint venture company will be responsible for five of the projects in conjunction with Megha. In addition, we will be separately responsible for the remaining two projects. The total project cost is estimated to be US$100 million, of which US$32 million will be invested in the projects conducted by us and the remaining US$68 million in the projects conducted in conjunction with Megha. Construction for the project began in September 2011 and is expected to be completed in 2014.

Kazakhstan

On February 23, 2011, a consortium led by us, Hyundai Engineering and Hyundai Corporation won a power transmission project from Kazakhstan Electricity Grid Operating Company (“KEGOC”), a Kazakhstan state-run company. This US$100 million project will be conducted on an engineering, procurement and construction (EPC) basis, in connection with which are modernizing 17 substations in Actub, Kazakhstan. The project is expected to be completed by the end of 2014.

Dominican Republic

In May 2011, we entered into an agreement with Corporación Dominicana de Empresas Eléctricas Estatales (“CDEEE”) to improve power distribution networks in three local districts in Dominican Republic. We will construct 1,294 kilometers of distribution lines and 12,644 electricity poles as part of the rehabilitation project. Total project cost is expected to be US$51 million, and we will be in charge of design, procurement and construction. We expect to complete construction of such lines and poles by May 2014.

North Korea

Kaesong Complex

Since 2005, we have provided electricity to the industrial complex located in Kaesong, North Korea, which was established pursuant to an agreement made during the summit meeting of the two Koreas in June 2000. The Kaesong complex is the largest economic project between the two Koreas and is designed to combine the Republic’s capital and entrepreneurial expertise with the availability of land and labor of North Korea. In March 2005, we built a 22.9 kilovolt distribution line from Munsan substation in Paju, Gyeonggi Province to the Kaesong complex and became the first to supply electricity to pilot zones such as ShinWon Ebenezer. In April 2006, we started to construct a 154 kilovolt, 16 kilometer transmission line connecting Munsan substation to the Kaesong complex as well as Pyunghwa substation in the complex and began operations in May 2007.

As of December 31, 2013, we supplied electricity to 245 units, including administrative agencies, support facilities and resident corporations, using a tariff structure identical to that of South Korea. No assurance can be given that we will not experience any material losses from this project as a result of, among other things, a project suspension or failure of the project as a result of a breakdown or escalation of hostilities in the relationship between the Republic and North Korea. See Item 3D. “Risk Factors—Risks Relating to Korea and the Global Economy—Tensions with North Korea could have an adverse effect on us and the market value of our shares.”

The Light Water Reactor Project

The Korean Peninsula Development Organization, or KEDO, was chartered in March 1995 as an international consortium stipulated by the Agreed Framework, which was signed by the United States and North Korea in October 1994. KEDO signed an agreement with North Korea in December 1995 to construct two light water reactors in North Korea in return for certain nuclear nonproliferation steps to be taken by North Korea. KEDO designated us as its prime contractor to build two units of pressurized light water reactors with total capacity of 2,000 megawatts. We entered into a fixed price turnkey contract with KEDO in 2000. However, when North Korea did not meet the conditions required for the continuation of the project, KEDO suspended the project in December 2003. Following the suspension, KEDO notified us of the termination of the project and the related turnkey contract between KEDO and us. In 2006, we entered into a transfer agreement with KEDO. According to the transfer agreement, we assumed substantially all of KEDO’s rights and obligations related to the light water reactor outside of North Korea. In exchange, we waived the right to claim any expenses incurred and any potential claims by subcontractors to KEDO. Pursuant to the terms of the transfer agreement, we are required to report to KEDO the disposal or reuse of the transferred equipment. The gains from the transfer agreement will be shared with KEDO through further negotiations between the two parties.

We decided to dispose of transferred equipment in 2010, the majority of which we sold through an international open bidding process and negotiated agreements in 2011. In January 2012, we disposed of the remaining transferred equipment through a sales contract with KHNP for the remaining Nuclear Steam Supply System equipment. In March 2012, we submitted to KEDO the Final Report on Resale for the transferred equipment under the terms of the transfer agreement. In January 2013, KEDO gave us a final notice that all related terms and conditions of the transfer agreement were terminated.

Insurance

We and our generation subsidiaries carry insurance covering against certain risks, including fire, in respect of key assets, including buildings, equipment, machinery, construction-in-progress and procurement in transit, as well as, in the case of KEPCO, directors’ and officers’ liability insurance. We and our generation subsidiaries maintain casualty and liability insurance against risks related to our business to the extent we consider appropriate. Other than KHNP, neither we nor our generation subsidiaries separately insure against terrorist attacks. These insurance and indemnity policies, however, cover only a portion of the assets that we own and operate and do not cover all types or amounts of loss that could arise in connection with the ownership and operation of these assets.

Substantial liability may result from the operations of our nuclear generation units, the use and handling of nuclear fuel and possible radioactive emissions associated with such nuclear fuel. KHNP maintains property and liability insurance against risks of its business to the extent required by the related law and regulations or considered as appropriate and otherwise self-insures against such risks. KHNP carries insurance for its generation units against certain risks, including property damage, nuclear fuel transportation and liability insurance for personal injury and property damage. KHNP carries property damage insurance covering up to US$1 billion per accident for all properties within its plant complexes, which includes property insurance coverage for acts of terrorism up to US$300 million and for breakdown of machinery up to US$300 million. KHNP maintains nuclear liability insurance for personal injury and third-party property damage for coverage of up to Won 50 billion per accident per plant complex, for a total coverage of Won 250 billion. Under the terms of an agreement between KHNP and the Korean Atomic Insurance Pool, this coverage can be extended from Won 50 billion to Won 100 to 120 billion (Won 100 billion for a plant complex with under four units, and additional Won 10 billion added per unit for a plant complex with more than four units). KHNP is also the beneficiary of a Government indemnity with respect to such risks for damage claims of up to Won 50 billion per nuclear plant complex, for a total coverage of Won 250 billion. Under the Nuclear Damage Compensation Act of 1969, as amended, KHNP is liable only up to 300 million Special Drawing Rights, or SDRs, which amounts to approximately US$463 million, at the rate of 1 SDR = US$1.54171 as posted on the Internet homepage of the

International Monetary Fund on April 7, 2014, per single accident; provided that such limitation will not apply where KHNP intentionally causes harm or knowingly fails to prevent the harm from occurring. KHNP will receive the Government’s support, subject to the approval of the National Assembly, if (i) the damages exceed the insurance coverage amount of Won 50 billion and (ii) the Government deems such support to be necessary for the purposes of protecting damaged persons and supporting the development of nuclear energy business. The amount of Government’s support to KHNP for such qualifying nuclear incident would be 300 million SDRs, or the limit of KHNP’s liability, minus the coverage amount of up to Won 50 billion as determined by the National Assembly. While KHNP carries insurance for its generation units and nuclear fuel transportation, the level of insurance is generally adequate and is in compliance with relevant laws and regulations, and KHNP is the beneficiary of a certain Government indemnity which covers a portion of liability in excess of the insurance. Such insurance is limited in terms of amount and scope of coverage and does not cover all types or amounts of losses which could arise in connection with the ownership and operation of nuclear plants. Accordingly, material adverse financial consequences could result from a serious accident to the extent it is neither insured nor covered by the government indemnity.

See Item 3D. “Risk Factors—Risks Relating to KEPCO—The amount and scope of coverage of our insurance are limited.”

Competition

In particular, we compete with independent power producers with respect to electricity generation. The independent power generators accounted for 13.2% of total power generation in 2013 and 18.5% of total generation capacity as of December 31, 2013. As of December 31, 2013, there were 10 independent power generators in Korea, excluding renewable energy producers. Prior to December 2010, private enterprises had not been permitted to own and operate coal-fired power plants in Korea. However, the Fifth Basic Plan announced in December 2010 included for the first time a plan for independent power producers to own and operate coal-fired power plants, namely four generation units with aggregate capacity of 2,290 megawatts for completion in 2016. In addition, in connection with the Sixth Basic Plan announced in February 2013, the Ministry of Trade, Industry and Energy accepted additional applications from independent power producers for construction of coal-fired power plants. 15 independent power producers applied for construction of a total of 40 additional coal-fired generation units with aggregate generation capacity of 37,100 megawatts, of which the Government approved applications for the construction of six generation units with aggregate generation capacity of 6,000 megawatts. The Government also approved applications for construction of two additional generation units with aggregate generation capacity of 2,000 megawatts to prepare for the contingency of failed or delayed construction of the foregoing generation units. Construction for the six generation units is scheduled to be completed between 2018 and 2021. While it remains to be seen whether construction of these generation units will be completed as scheduled, if it were to be completed as scheduled or independent power producers are permitted to build additional generation capacity (whether coal-fired or not), our market share in Korea may decrease, which may have a material adverse effect on our results of operations and financial condition.

of energy use. These entities do not supply electricity on a national level but are licensed to supply electricity to limited geographic areas. As of March 31, 2014, the aggregate generation capacity of suppliers participating in the Community Energy System represented less than 1% of that of our generation subsidiaries in the aggregate. Accordingly, we currently do not expect the Community Energy System to be widely adopted, especially in light of the significant level of capital expenditure required for such direct supply. However, if the Community Energy System is widely adopted, it may erode our currently dominant market position in the generation and distribution of electricity in Korea, and may have a material adverse effect on our business, results of operations and financial condition.

The electric power industry, which began its liberalization process with the establishment of our power generation subsidiaries in April 2001, may become further liberalized in accordance with the Restructuring Plan. See Item 4B. “Business Overview—Restructuring of the Electric Power Industry in Korea.”

In the residential sector, consumers may use natural gas, oil and coal for space and water heating and cooking. However, currently there is no practical substitute for electricity for lighting and other household appliances, which is available on commercially affordable terms.

In the commercial sector, electricity is the dominant energy source for lighting, office equipment and air conditioning. For its other uses, such as space and water heating, natural gas and, to a lesser extent, oil, provide competitive alternatives to electricity.

In the industrial sector, electricity is the dominant energy source for a number of industrial applications, including lighting and power for many types of industrial machinery and processes that are available on commercially affordable terms. For other uses, such as heating, electricity competes with oil and natural gas and potentially with gas-fired combined heating and power plants.

Regulation

We are a statutory juridical corporation established under the KEPCO Act for the purpose of ensuring a stable supply of electric power and further contributing toward the sound development of the national economy through facilitating development of electric power resources and carrying out proper and effective operation of the electricity business. The KEPCO Act (including the amendment thereto) prescribes that we engage in the following activities:

development of electric power resources;

generation, transmission, transformation and distribution of electricity and other related business activities;

research and development of technology related to the businesses mentioned in items 1 and 2;

overseas businesses related to the businesses mentioned in items 1 through 3;

investments or contributions related to the businesses mentioned in items 1 through 4;

businesses incidental to items 1 through 5;

Development and operation of certain real estate held by us to the extent that:

it is necessary to develop certain real estate held by us due to external factors, such as relocation, consolidation, conversion to indoor or underground facilities or deterioration of our substation or office; or

it is necessary to develop certain real estate held by us to accommodate development of relevant real estate due to such real estate being incorporated into or being adjacent to an area under planned urban development; and

other activities entrusted by the Government.

The KEPCO Act currently requires that our profits be applied in the following order of priority:

•

first, to make up any accumulated deficit;

•

second, to set aside 20.0% or more of profits as a legal reserve until the accumulated reserve reaches one-half of our capital;

•

third, to pay dividends to shareholders;

•

fourth, to set aside a reserve for expansion of our business;

•

fifth, to set aside a voluntary reserve for the equalization of dividends; and

•

sixth, to carry forward surplus profit.

As of December 31, 2013, the legal reserve was Won 1,604 billion and the voluntary reserve was Won 22,753 billion, which consisted of reserve for business expansion of Won 16,936 billion, reserve for investment in social overhead capital of Won 5,277 billion, research for research and human development of Won 330 billion and reserve for equalizing dividends of Won 210 billion.

We are under the supervision of the Ministry of Trade, Industry and Energy, which has principal responsibility with respect to director and management appointments and rate approval.

Because the Government owns part of our capital stock, the Government’s Board of Audit and Inspection may audit our books.

The Electricity Business Act requires that licenses be obtained in relation to generation, transmission, distribution and sales of electricity, with limited exceptions. We hold the license to generate, transmit, distribute and sell electricity. Each of our six generation subsidiaries holds an electricity generation license. The Electricity Business Act governs the formulation and approval of electricity rates in Korea. See “—Sales and Customers—Electricity Rates” above.

Our operations are subject to various laws and regulations relating to environmental protection and safety. See “—Community Programs” above.

Proposed Sale of Certain Power Plants and Equity Interests

The following table summarizes our current plans for sale of certain of our assets. The consummation of these plans, however, is subject to, among others, related Government policies and market conditions.


Equity Holdings	Primary Business	Fair Value as of December 31, 2013		Ownership Percentage as of December 31, 2013			Ownership Percentage to be Sold
		(in billions of Won)
KEPCO Plant Service & Engineering Co., Ltd.	Utility plant maintenance		1,554		63.0	%		12.0	%
KEPCO Engineering & Construction Co., Inc.	Architectural engineering for utility plants		1,639		70.9	%		19.9	%
LG Uplus Corp.	Telecommunications and Internet access services		413		8.8	%		8.8	%
Korea Electric Power Industrial Development Co., Ltd.	Electricity metering		39		29.0	%		29.0	%

KEPCO Plant Service & Engineering Co., Ltd.

In December 2007, we completed the initial public offering of KEPCO Plant Service & Engineering Co., Ltd., or KPS, formerly our wholly-owned subsidiary, by listing approximately 20.0% of its equity interest on the Korea Stock Exchange for gross proceeds of Won 120 billion. Pursuant to the Third Phase of the Public Institution Reform Plan, we sold through block sales to third party investors 5.0% of KPS shares in December 2012, 5.0% in September 2012 and another 7.0% of KPS shares in December 2013. We currently hold a 63.0% equity interest in KPS.

KEPCO Engineering & Construction Co., Inc.

Pursuant to the Third Phase of the Public Institution Reform Plan announced by the Government in August 2008, we conducted the initial public offering of Korea Engineering and Construction Co., Ltd., or KEPCO E&C formerly known as Korea Power Engineering Co., Ltd., in December 2009 for gross proceeds to us of Won 165 billion, following which we owned 77.9% of KEPCO E&C’s shares. In furtherance of the Third Phase of the Public Institution Reform Plan, we sold 3.08% of our shares in KEPCO E&C in November 2011 to third party investors for gross proceeds of approximately Won 101 billion. In December 2013, we further sold a 4.0% equity interest in KEPCO E&C to third party investors for gross proceeds of approximately Won 85 billion. We currently hold a 70.9% equity interest in KEPCO E&C.

LG Uplus Corp.

We currently own a 8.8% equity interest in LG Uplus Corp., a telecommunications and Internet access service provider in Korea which is the surviving entity after the consolidation of LG Dacom, LG Telecom and LG Powercom in January 2010. Pursuant to the Fifth Phase of the Public Institution Reform Plan, we currently plan to sell our remaining equity interest in LG Uplus Corp. subject to prevailing economic and market conditions.

Korea Electric Power Industrial Development Co., Ltd.

In 2003, we privatized Korea Electric Power Industrial Development, or KEPID, formerly our wholly-owned subsidiary, by selling 51.0% of its equity interest to Korea Freedom Federation. Pursuant to the Fifth Phase of the Public Institution Reform Plan announced by the Government in 2009, we sold 20% of the KEPID shares through additional listing. We currently plan to sell the remaining 29.0% of KEPID’s equity interest based on, among others, considerations of economic and market conditions.

Item 4C. Organizational Structure

As of December 31, 2013, we had 80 subsidiaries, 58 associates and 36 joint ventures (not including any special purpose entities).

Subsidiaries

Our wholly-owned six generation subsidiaries are KHNP, KOSEP, KOMIPO, KOWEPO, KOSPO and EWP. Our non-generation subsidiaries include KEPCO E&C, KEPCO KPS, KEPCO NF, and KEPCO KDN. For a full list of our subsidiaries, including foreign subsidiaries, and their respective jurisdiction of incorporation, please see Exhibit 8.1 attached to this annual report.

Associates and Joint Ventures

An associate is an entity over which we have significant influence and that is neither a subsidiary nor a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but does not have control or joint control over those policies. According to IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. As a result of IFRS 11, we have changed our accounting policy for our interests in joint arrangements. Under IFRS 11, we have classified our interests in joint arrangements as either joint operations (if we have rights to the assets, and obligations for the liabilities, relating to an arrangement) or joint ventures (if we have rights only to the net assets of an arrangement). When making this assessment, we considered the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification. We have re-evaluated our involvement in our only joint arrangement and have reclassified the investment from a jointly controlled entity to a joint venture. See Note 17 of the notes to our financial statements.

The table below sets forth for each of our principal associates and joint ventures the name and our percentage shareholdings and their principal activities as of December 31, 2013.


	Ownership (Percent)		Principal Activities
Associates:
Daegu Green Power Co., Ltd.		48	Power generation
Korea Gas Corporation		20	Importing and wholesaling LNG
Korea Electric Power Industrial Development Co., Ltd.		29	Electricity metering
YTN Co., Ltd.		21	Broadcasting
Cheongna Energy Co., Ltd.		44	Generating and distributing vapor and hot/cold water
Gangwon Wind Power Co., Ltd.⁽¹⁾		15	Wind power generation
Hyundai Green Power Co., Ltd.		29	Power generation
Korea Power Exchange⁽²⁾		100	Management of power market
AMEC Partners Korea⁽³⁾		19	Resources development
Hyundai Energy Co., Ltd.⁽⁴⁾		29	Power generation
Ecollite Co., Ltd.		36	Artificial light-weight aggregate
Taebaek Wind Power Co., Ltd.		25	Power generation
Alternergy Philippine Investments Corporation		50	Power generation
Muju Wind Power Co., Ltd.		25	Power generation
Pyeongchang Wind Power Co., Ltd.		25	Power generation
Daeryun Power Co., Ltd.		20	Power generation
JinanJangsu Wind Power Co., Ltd.		25	Power generation
Changjuk Wind Power Co., Ltd.		30	Power generation
KNH Solar Co., Ltd.		27	Power generation
SPC Power Corporation		38	Power generation
Gemeng International Energy Co., Ltd.		34	Power generation
PT. Cirebon Electric Power		28	Power generation
KNOC Nigerian East Oil Co., Ltd.⁽⁵⁾		15	Resources development
KNOC Nigerian West Oil Co., Ltd.⁽⁵⁾		15	Resources development
Dolphin Property Limited⁽⁵⁾		15	Rental company
E-Power S.A.		30	Operation of utility plant and sales of electricity
PT Wampu Electric Power		46	Power generation
PT. Bayan Resources TBK		20	Resources development
S-Power Co., Ltd.		40	Power generation
Pioneer Gas Power Limited⁽⁶⁾		40	Power generation
Eurasia Energy Holdings		40	Power generation and resources development
Xe-Pian Xe-Namnoy Power Co., Ltd.		25	Power generation
Busan Solar Co., Ltd.⁽³⁾		20	Power generation
Hadong Mineral Fiber Co., Ltd.		25	Recycling fly ashes
Green Biomass Co., Ltd.		34	Power generation
Gumi-Ochang Photovoltaic Power Co., Ltd.⁽¹⁾		10	Power generation
Chungbuk Photovoltaic Power Co., Ltd.⁽¹⁾		10	Power generation
Cheonan Photovoltaic Power Co., Ltd.⁽¹⁾		10	Power generation
PT. Mutiara Jawa		29	Manufacturing and operating floating coal terminal
Hyundai Asan Solar Power Co., Ltd.		10	Power generation


	Ownership (Percent)		Principal Activities
Heang Bok Do Si Photovoltaic Power Co., Ltd.		28	Power generation
Jeonnam Solar Co., Ltd.		10	Power generation
DS POWER Co., Ltd.		11	Power generation
D Solarenergy Co., Ltd.⁽¹⁾		10	Power generation
Dongducheon Dream Power Co., Ltd.		44	Power generation
KS Solar Corp. Ltd.⁽³⁾		19	Power generation
KOSCON Photovoltaic Co., Ltd.⁽¹⁾		19	Power generation
Yeongwol Energy Station Co., Ltd.⁽¹⁾		13	Power generation
Yeonan Photovoltaic Co., Ltd.⁽¹⁾		19	Power generation
Q1 Solar Co., Ltd.		28	Power generation
Jinbhuvish Power Generation⁽¹⁾		5	Power generation
Best Solar Energy Co., Ltd.		23	Power generation
Seokcheon Solar Power Co., Ltd.⁽¹⁾		10	Power generation
SE Green Energy Co., Ltd.		48	Power generation support
Daegu Photovoltaic Co., Ltd.		29	Power generation
Jeongam Wind Power Co., Ltd.		40	Power generation
Korea Power Engineering Service Co., Ltd.		29	Construction and service
Golden Route J Solar Power Co., Ltd.⁽¹⁾		10	Photovoltaic power generation

Joint Ventures:
KEPCO-Uhde Inc.⁽⁷⁾		66	Power generation
Eco Biomass Energy Sdn. Bhd.⁽⁷⁾		62	Power generation
Datang Chaoyang Renewable Power Co., Ltd.		40	Power generation
Shuweihat Asia Power Investment B.V.		49	Holding company
Shuweihat Asia Operation & Maintenance Company⁽⁷⁾		55	Maintenance of utility plant
Waterbury Lake Uranium L.P.		40	Power generation
ASM-BG Investicii AD		50	Power generation
RES Technology AD		50	Power generation
KV Holdings, Inc.		40	Power generation
KEPCO SPC Power Corporation⁽⁷⁾		75	Construction and operation of utility plant
Canada Korea Uranium Limited Partnership⁽⁸⁾		13	Resources development
KEPCO Energy Resource Nigeria Limited		30	Holding company
Gansu Datang Yumen Wind Power Co., Ltd.		40	Power generation
Datang Chifeng Renewable Power Co., Ltd.		40	Power generation
Datang KEPCO Chaoyang Renewable Power Co., Ltd.		40	Power generation
Rabigh Electricity Company		40	Sales of electricity
Rabigh Operation & Maintenance Company		40	Maintenance of utility plant
Jamaica Public Service Company Limited		40	Power generation
KW Nuclear Components Co., Ltd.		45	Research and development
Busan Shinho Solar power Co., Ltd.		25	Power generation
STX Electric Power Co., Ltd.		49	Power generation
YEONGAM Wind Power Co., Ltd.		49	Power generation
Global Trade of Power System Co., Ltd.		29	Exporting products and technology of small or medium business by proxy
Expressway Solar-light Power Generation Co., Ltd		29	Power generation
KODE NOVUS 1 LLC.		50	Power generation
KODE NOVUS 2 LLC.		49	Power generation


	Ownership (Percent)		Principal Activities
Daejung Offshore Wind Power Co., Ltd.		50	Power generation
Arman Asia Electric Power Company⁽⁷⁾		60	Power generation
KEPCO-ALSTOM Power Electronics Systems, Inc.⁽⁷⁾		51	Research and development
Dongbu Power Dangjin Corporation		40	Power generation
Honam Wind Power Co., Ltd.		46	Power generation
Nepal Water & Energy Development Company Pty Ltd.		44	Power generation
Kelar S.A.⁽⁷⁾		65	Power generation
PT. Tanjung Power Indonesia		35	Power generation
Incheon New Power Co., Ltd.		29	Power generation
Seokmun Energy Co., Ltd.		34	Integrated energy business

Notes:

(1)	We can exercise significant influence by virtue of our contractual right to appoint directors to the board of directors of the entity, and by special decision criteria of our financial and operating policy of the board of directors.

(2)

The Government regulates our ability to make operating and financial decisions over the entity, as the Government requires maintaining arms-length transactions between KPX and our other subsidiaries. We can exercise significant influence by its right to nominate directors to the board of directors of the entity.

(3)	We can exercise significant influence by virtue of our contractual right to appoint a director to the board of directors of the entity.

(4)

As of December 31, 2013, NH Power II Co., Ltd. and NH Bank collectively held a 16% equity interest in Hyundai Energy Co., Ltd. According to the shareholders’ agreement in March 2011, we have a call option to acquire the equity interest in Hyundai Energy Co., Ltd. held by NH Power II Co., Ltd. and NH Bank provided that we pay them a certain rate of return thereon, and NH Power II Co., Ltd. and NH Bank have put options to dispose of their equity interests to us. In connection with this agreement, we applied the equity method of investment in Hyundai Energy Co., Ltd. based on a deemed ownership of an 45% equity interest therein.

(5)	We can exercise significant influence by virtue of our contractual right to appoint one out of four members of the steering committee of the entity. Moreover, we have significant financial transactions with the associate, through which we can exercise significant influence on the entity.

(6)	As of the reporting date, the reporting periods of all associates and joint ventures end on December 31, except for Pioneer Gas Power Limited whose reporting period ends on March 31.

(7)	According to the shareholder agreement, all critical financial and operating decisions must be agreed by all parties with ownership interests. For these reasons, the entities are classified as joint ventures.

(8)	We have joint control on the associates by virtue of our contractual right to appoint directors to the board of directors of the entity, and by special decision criteria of our financial and operating policy of the board of directors.

Item 4D. Property, Plant and Equipment

Our property consists mainly of power generation, transmission and distribution equipment and facilities in Korea. See Item 4B. “Business Overview—Power Generation,” “—Transmission and Distribution” and “—Capital Investment Program.” In addition, we own our corporate headquarters building complex at 512 Yeongdongdaero, Gangnam-gu, Seoul 135-791, Korea. In June 2005, the Government announced its policy to relocate the headquarters of government-invested enterprises, including us and certain of our subsidiaries, out of the Seoul metropolitan area to other provinces in Korea. As of December 31, 2013, the net book value of our property, plant and equipment was Won 129,638 billion. As of December 31, 2013, investment property, which

is accounted for separately from our property, plant and equipment, amounted to Won 538 billion. No significant amount of our properties is leased. There are no material encumbrances on our properties, including power generation, transmission and distribution equipment and facilities.

ITEM 4A.

UNRESOLVED STAFF COMMENTS

We do not have any unresolved comments from the SEC staff regarding our periodic reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should read the following discussion on our operating and financial review and prospects together with our consolidated financial statements and the related notes which appear elsewhere in this annual report. Our results of operations, financial condition and cash flows may materially change from time to time, for reasons including various policy initiatives (including changes to the Restructuring Plan) by the Government in relation to the Korean electric power industry, and accordingly our historical performance may not be indicative of our future performance. See Item 4B. “Business Overview—Restructuring of the Electric Power Industry in Korea” and Item 3D. “Risk Factors—The Government may adopt policy measures to substantially restructure the Korean electric power industry or our operational structure, which may have a material adverse effect on our business, operations and profitability.”

Item 5A. Operating Results

Overview

We are a predominant market participant in the Korean electric power industry, and our business is heavily regulated by the Government, including with respect to the rates we charge to customers for the electricity we sell. In addition, our business requires a high level of capital expenditures for the construction of electricity generation, transmission and distribution facilities and is subject to a number of variable factors, including demand for electricity in Korea and fluctuations in fuel costs, which are in turn impacted by the movements in the exchange rates between the Won and other currencies.

Under the Electricity Business Law and the Price Stabilization Act, the Government generally establishes electricity rates at levels that are expected to permit us to recover our operating costs attributable to our basic electricity generation, transmission and distribution operations in addition to receiving a fair investment return on capital used in those operations. For a detailed description of the fair investment return, see Item 4B. “Business Overview—Sales and Customers—Electricity Rates.” From 2008 to 2012, we had consecutive net losses and, from time to time, operating losses, due to substantial increases in fuel prices which have more than offset the effect from the increases in the electricity tariff rates we charge to our customers. In 2013, largely due to increases in electricity tariff rates and the general decline of fuel prices, we had an operating profit and a net profit.

If fuel prices were to rise substantially and rapidly in the future, such rise may have a material adverse effect on our results of operations and profitability. In part to address these concerns, the Government from time to time increases the electricity tariff rates (most recently in January and November 2013). However, such increases may be insufficient to fully offset the adverse impact from the rise in fuel costs, and since such increases typically require lengthy public deliberations in order to be implemented, the tariff increases often occur with a significant time lag and as a result our results of operations and cash flows may suffer.

fuel prices, with the aim of providing more timely pricing signals to the market regarding the expected changes in electricity tariff levels and encouraging more efficient use of electricity by customers. Previously, the electricity tariff consisted of two components: (i) base rate and (ii) usage rate based on the cost of electricity and the amount of electricity consumed by the end-users. Under the new tariff system, the electricity tariff also has a third component of fuel cost pass-through adjustment (“FCPTA”) rate, which is to be added to or subtracted from the sum of the base rate and the usage rate on a monthly basis based on the three-month average movements of coal, LNG and oil prices. The new tariff system is intended to provide greater financial stability and ensure a minimum return on investment to electricity suppliers, such as us. However, due to inflationary and other policy considerations relating to protecting the consumers from sudden and substantial rises in electricity tariff, the Ministry of Trade, Industry and Energy issued a hold order on July 29, 2011 suspending our billing and collecting of the FCPTA amount. The hold order remains in effect to-date. Furthermore, on January 11, 2013, the Ministry of Trade, Industry and Energy informed us that the FCPTA system needed to be reassessed in light of the other factors such as the prolonged unbilled period since the announcement of the FCPTA system. There is no assurance as to when the Government will lift the hold order and allow us to bill and collect the accumulated FCPTA amount or whether the new tariff system will undergo other amendments to the effect that it will not fully cover our fuel and other costs on a timely basis or at all, or will not have unintended consequences that we are not presently aware of. Any such development may have a material adverse effect on our business, financial condition, results of operations and cash flows. For further discussion, including in relation to accounting, see Item 5A. “Operating and Financial Review and Prospects—Critical Accounting Policy—Correction of Accounting for Fuel Cost Pass-through Adjustment.”

The results of our operations are largely affected by the following factors:

•

demand for electricity;

•

electricity rates we charge to our customers;

•

fuel costs; and

•

the exchange rates of Won against other foreign currencies, in particular the U.S. dollar.

Demand for Electricity

Our sales are largely dependent on the level of demand for electricity in Korea and the rates we charge for the electricity we sell.

Demand for electricity in Korea grew at a compounded average rate of 4.3% per annum for the five years ended December 31, 2013. According to the Bank of Korea, the compounded growth rate for real gross domestic product, or GDP, was approximately 3.2% during the same period. The GDP increased, on a year-on-year basis, by 3.7% in 2011, by 2.3% in 2012 and by 3.0% in 2013.


	2009			2010			2011			2012			2013
Growth in GDP		0.7	%		6.5	%		3.7	%		2.3	%		3.0	%
Growth in electricity consumption		2.4	%		10.1	%		4.8	%		2.5	%		1.8	%

Demand for electricity may be categorized either by the type of its usage or by the type of customers. The following describes the demand for electricity by the type of its usage, namely, industrial, commercial and residential:

•

Demand for electricity from the commercial sector has increased in recent years, largely due to increased commercial activities in Korea and the rapid expansion of the service sector of the Korean economy, which has resulted in increased office building construction, office automation and use of air conditioners. Demand for electricity from the commercial sector remained largely stable at 102,196 gigawatt hours in 2013, representing a 0.6% increase from 2012.

•

For a discussion on demand by the type of customers, see Item 4B. “Business Overview—Sales and Customers—Demand by the Type of Usage.”

Since our inception, we have had the predominant market share in terms of electricity generated in Korea. As for electricity we purchase from the market for transmission and distribution to our end-users, our generation subsidiaries accounted for 88.9%, 90.9% and 89.4% in 2011, 2012 and 2013, respectively, while the remainder was accounted for by independent power producers. As for transmission and distribution of electricity, we have historically handled, expect to continue to handle, substantially all of such activities in Korea.

We expect that we will continue to have a dominant market share in the generation, transmission and distribution of electricity in Korea for the foreseeable future, absent any substantial changes to the Restructuring Plan or other policy initiatives by the Government in relation to the Korean electric power industry, or an unexpected level of market penetration by independent power producers or localized electricity suppliers under the Community Energy System. See Item 4B. “Business Overview—Competition.”

Electricity Rates

Under the Electricity Business Law and the Price Stabilization Act, electricity rates are established at levels that will permit us to recover our operating costs attributable to our basic electricity generation, transmission and distribution operations in addition to receiving a fair investment return on capital used in those operations. For further discussion of fair investment return, see Item 4B. “Business Overview—Sales and Customers—Electricity Rates.”

From time to time, our actual rate of return on invested capital may differ significantly from the fair rate of return on invested capital assumed for the purposes of electricity tariff approvals, for reasons, among others, related to movements in fuel prices, exchange rates and demand for electricity that differs from what is assumed for determining our fair rate of return. For example, between 1987 and 1990, the actual rate of return was above the fair rate of return due to declining fuel costs and rising demand for electricity. In contrast, depreciation of the Won against the U.S. dollar accounted for our actual rates of return being lower than the fair rate of return for the period from 1996 to 2000. Partly in response to the variance between our actual rates of return and the fair rate of return, the Government from time to time increases the electricity tariff rates, but there typically is a significant time lag for the tariff increase as such increase requires a series of deliberative processes and administrative procedures and the Government also has to consider other policy considerations, such as the inflationary effect of overall tariff increases and the efficiency of energy use through sector-specific tariff increases. For the period since 2006, our actual rate of return has been lower than the fair rate of return largely due to increases in fuel costs and additional facility investment costs, the effects of which were not offset by timely increases in the electricity tariff rates.

•

Fuel Costs

Our results of operations are also significantly affected by the cost of producing electricity, which is subject to a variety of factors, including, in particular, the cost of fuel.

Cost of fuel in any given year is a function of the volume of fuels consumed and the unit fuel cost for the various types of fuel used for generation of electricity which affects the cost structure for both our generation subsidiaries and independent power producers from whom we purchase electric power. A significant change in the unit fuel costs materially impacts the costs of electricity generated by our generation subsidiaries, which mainly comprise our fuel costs under the cost of sales, as well as, to our knowledge, the costs of electricity generated by the independent power producers that sell their electricity to us (see Item 4A. “Purchase of Electricity—Cost-based Pool System”), which mainly comprise our purchased power costs under the cost of sales. We are however unable to provide a comparative analysis since the unit fuel cost information for independent power producers and their cost structures are proprietary information.

Fuel costs accounted for 49.7%, 48.5% and 45.1% of our sales and 50.2%, 49.2% and 47.8% of our cost of sales in 2011, 2012 and 2013, respectively. Substantially all of the fuel (except for anthracite coal) used by our generation subsidiaries is imported from outside of Korea at prices determined in part by prevailing market prices in currencies other than Won. In addition, our generation subsidiaries purchase a significant portion of their fuel requirements under contracts with limited quantity and duration. Pursuant to the terms of our long-term supply contracts, prices are adjusted from time to time subject to prevailing market conditions. See Item 4B. “Business Overview—Fuel.”

Uranium accounted for 34.9%, 33.5% and 30.9% of our fuel requirements in 2011, 2012 and 2013, respectively. Coal accounted for 43.1%, 42.5% and 43.0% of our fuel requirements in 2011, 2012 and 2013, respectively. LNG accounted for 16.7%, 17.7% and 19.7% of our fuel requirements in 2011, 2012 and 2013, respectively. Oil accounted for 2.4%, 3.2% and 3.3% of our fuel requirements in 2011, 2012 and 2013, respectively. In each case, the fuel requirements are measured by the amount of electricity generated by us and our generation subsidiaries and do not include electricity purchased from independent power producers. In order to ensure stable supplies of fuel materials, our generation subsidiaries enter into long-term and medium-term contracts with various suppliers and supplement such supplies with fuel materials purchased on spot markets.

The price of bituminous coal fluctuates significantly from time to time. See Item 4B. “Business Overview—Fuel.” In 2013, approximately 89.0% of the bituminous coal requirements of our generation subsidiaries were purchased under long-term contracts and 11.0% purchased on the spot market. The average “free on board” Newcastle coal 6300 GAR spot price index published by Platts declined from US$96.2 per ton in 2012 to US$85.1 per ton in 2013 and US$73.8 per ton as of April 11, 2014. If the price of bituminous coal were to sharply rise, our generation subsidiaries may not be able to secure their respective bituminous coal supplies at prices commercially acceptable to them. In addition, any significant interruption or delay in the supply of fuel, bituminous coal in particular, from any of their suppliers could cause our generation subsidiaries to purchase fuel on the spot market at prices higher than contracted, resulting in an increase in fuel cost.

Nuclear power has a stable and relatively low-cost structure and forms a significant portion of electricity supplied in Korea. Due to significantly lower unit fuel costs compared to those for thermal power plants, our nuclear power plants are generally operated at full capacity with only routine shutdowns for fuel replacement and maintenance, with limited exceptions. In case of shortage in electricity generation resulting from stoppages of the nuclear power plants, we seek to make up for such shortage with power generated by our thermal power plants.

Because the Government heavily regulates the rates we charge for the electricity we sell (see Item 4B. “Business Overview—Sales and Customers—Electricity Rates”), our ability to pass on such cost increases to our customers is limited. For example, from 2008 to 2012 we had consecutive net losses and, from time to time, operating losses, largely due to sustained rises in fuel costs that were neither timely nor sufficiently offset by a corresponding rise in electricity tariff rates. If fuel prices substantially increase and the Government, out of concern for inflation or for other reasons, maintains the current level of electricity tariff and does not increase it to a level to sufficiently offset the impact of rising fuel prices or prolongs the hold-order on the fuel cost pass-through adjustment system or amend or modify it to the effect that we are prevented from billing and collection of the fuel cost pass-through adjustment amount on a timely basis or at all, the price increases will negatively affect our profit margins or even cause us to suffer net losses and our business, financial condition, results of operations and cash flows would suffer.

Movements of the Won against the U.S. Dollar and Other Foreign Currencies

Korean Won fluctuates significantly against major currencies from time to time. For fluctuations in exchange rates, see Item 3A. “Selected Financial Data—Currency Translations and Exchange Rates.” In particular, Korean Won underwent substantial fluctuations during the recent global financial crisis, and remains subject to significant volatility. The Noon Buying Rate per one U.S. dollar decreased from Won 1,158.5 on December 31, 2011 to Won 1,063.2 on December 31, 2012 and to Won 1,055.3 on December 31, 2013 and was Won 1,035.4 on April 11, 2014. While the Won generally appreciated against U.S. dollar and other foreign currencies in 2013, Won also depreciates from time to time, and such depreciation may result in a significant increase in the cost of fuel materials and equipment purchased from overseas as well as the cost of servicing our foreign currency debt. As of December 31, 2013, approximately 20.9% of our long-term debt (including the current portion but excluding issue discounts and premium) before accounting for swap transactions was denominated in foreign currencies, principally U.S. dollars. The prices for substantially all of the fuel materials and a significant portion of the equipment we purchase are stated in currencies other than Won, generally in U.S. dollars. Since a substantial portion of our revenues is denominated in Won, we must generally obtain foreign currencies through foreign currency-denominated financings or from foreign currency exchange markets to make such purchases or service such debt, fulfill our obligations under existing overseas investments and make new overseas investments. As a result, any significant depreciation of Won against U.S. dollar or other foreign currencies will have a material adverse effect on our profitability and results of operations. See Item 3D. “Risk Factors—Risks Relating to KEPCO—The movement of Won against the U.S. dollar and other currencies may have a material adverse effect on us.”

Recent Accounting Changes

New Amendments Adopted

New amendments to IFRS and other accounting standards are set forth below. These amendments had no impact on our consolidated financial statements included in this annual report.

•

Amendments to IFRS 10—Consolidated Financial Statements

•

Amendments to IFRS 11—Joint Arrangement

•

Amendments to IFRS 12—Disclosure of Interests in Other Entities

•

Amendments to IFRS 13—Fair Value Measurement

•

Amendments to IAS 19—Employee Benefits

•

Amendments to IFRIC 20—Stripping Costs in the Production Phase of a Surface Mine

See Note 2 of the notes to our consolidated financial statements included in this annual report for further related information.

New Amendments Not Yet Adopted

The following new amendments to existing IFRS and other standards have been published for mandatory application for annual periods beginning after January 1, 2014. We have not early adopted them. We are in the process of evaluating the impact on our consolidated financial statements upon the adoption of these amendments.

•

Amendments to IFRS 7—Financial Instruments: Disclosures

•

Amendments to IFRIC 21—Levies

See Note 2 of the notes to our consolidated financial statements included in this annual report for further related information.

Critical Accounting Policies

The following discussion and analysis are based on our consolidated financial statements included in this annual report. The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our business activities. To aid in that understanding, our management has identified “critical accounting policies.”

We make a number of estimates and judgments in preparing our consolidated financial statements. These estimates may differ from actual results and have a significant impact on our recorded assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We consider an estimate to be a critical accounting estimate if it requires a high level of subjectivity or judgment, and a significant change in the estimate would have a material impact on our financial condition or results of operations. Further discussion of these critical accounting estimates and policies is included in the notes to our consolidated financial statements included in this annual report.

The accounting policies set out below have been applied consistently by us and our subsidiaries to all periods presented in the consolidated annual financial statements, unless otherwise indicated.

Sale and Purchase of Electricity

The Government approves the rates we charge to customers. Our utility rates are designed to recover our reasonable costs plus a fair investment return. We purchase electricity principally from our generation subsidiaries based on a competitive bidding process though the Korea Power Exchange.

We recognize electricity sales revenue based on power sold (transferred to the customer) up to the reporting date. To determine the amount of power sold, we make reasonable estimates on daily power volumes for residential, commercial, industrial and other uses. The differences between the current month’s estimated amounts and actual (meter-read) amounts are adjusted (trued-up) during the next month period.

Correction of Accounting for Fuel Cost Pass-through Adjustment

As of July 1, 2011, a new electricity tariff system approved by the Government took effect featuring a fuel cost pass-through adjustment (“FCPTA”). This system is intended to allow us to pass through fluctuations in fuel costs ultimately to customers. The FCPTA amount is determined based on a prior three-month period moving average of international fuel prices and other factors, and such amount is reflected two months later. On July 29, 2011, out of inflationary and other policy considerations, the Government issued a hold-order suspending us from billing or collecting the FCPTA amount from customers.

Our accounting policy was to recognize unbilled fuel cost adjustments as assets under the IFRS Conceptual Framework when we concluded that it is probable that future economic benefits would flow to us. We had concluded that we controlled a resource as a result of past events from which future economic benefits were expected to flow to us. The Regulation for Electricity Service, which regulates the FCPTA system, provides a legal “resource” or right to bill where the costs we incur will result in future cash flows. The operation of the FCPTA system creates a right to charge rates in amounts that would permit us to recover the related costs, such amounts being subject to government approval. In addition, we relied on the authority of the Ministry of Trade, Industry and Energy, which regulates and approves the electricity tariff we charge to our customers, including the FCPTA system. As of December 31, 2011, we determined that it was probable that economic benefits associated with the unbilled fuel cost adjustments would be realizable based on the authority of the Ministry of Trade, Industry and Energy in setting and enforcing electricity rates for customers. Therefore, we concluded that as of December 31, 2011 it was probable that our unbilled FCPTA amount would be collected.

We previously recognized revenue and a receivable for the FCPTA amounts subject to the hold order in the amount of Won 357,085 million at December 31, 2011. However, we came to realize that our FCPTA rate regulatory scheme closely resembles a cost-of service scheme, and have therefore determined that the appropriate accounting for the unbilled FCPTA amounts is to reduce cost of sales by the unbilled FCPTA amounts and recognize a related non-financial asset by the same amount, which is more consistent with accounting policies for rate regulated assets of other standard-setting bodies. In accordance with IAS 8—Accounting Policies, Changes in Accounting Estimates and Errors, we used judgment in developing and applying an accounting policy that results in information that is relevant and reliable. In making that judgment, management considered pronouncements of other standard-setting bodies that use a similar conceptual framework to develop accounting standards, other accounting literature and accepted industry practices. We have concluded that the aforementioned error is immaterial, and corrected the accounting for our unbilled FCPTA amounts in our consolidated financial statements as of and for the year ended December 31, 2011 included in Item 18. “Financial Statements.”

During the fourth quarter of 2012, we had further consultations with the Ministry of Trade, Industry and Energy as to the outlook for the lifting the hold-order. Furthermore, on January 11, 2013, the Ministry of Trade, Industry and Energy informed us that the FCPTA system needed to be reassessed in light of other factors such as the prolonged unbilled period since the announcement of the FCPTA system. We have therefore concluded that, in consideration of the prolonged unbilled period and recent consultations with, and information from, the Ministry, we would not be able to bill and collect the unbilled FCPTA amounts for the foreseeable future. As a result, we wrote off the entire unbilled FCPTA amounts of Won 1,877 billion recognized through December 31, 2012, including the unbilled FCPTA amounts as of December 31, 2011. As a result, there were no FCPTA amounts remaining in the consolidated statement of financial position as of December 31, 2012 and 2013.

Furthermore, we will cease recording a regulatory asset prospectively related to the FCPTA amounts unless and until the likelihood of recovery once again satisfies the probable threshold contained in the IFRS Conceptual Framework or enacted IFRS at such time.

Derivative Instruments

We recognize rights and obligations arising from derivative instruments as assets and liabilities, which are stated at fair value. The gains and losses that result from the change in the fair value of derivative instruments are reported in current earnings. However, for derivative instruments designated as hedging the exposure of variable cash flows, the effective portions of the gains or losses on the hedging instruments are recorded as accumulated other comprehensive income (loss) and credited or charged to operations at the time the hedged transactions affect earnings, and the ineffective portions of the gains or losses are credited or charged immediately to operations.

Significant management judgment is involved in determining the fair value of estimated derivative instruments. The estimates and assumptions used by our management to determine fair value can be impacted by many factors, such as the estimated discount factor derived from observable market data, credit risk of the counterparty and the estimated cash flow based on settlement period, interest convention, and other contract information of the derivative instruments.

As of December 31, 2011, we had Won 244 billion of net amounts as assets, and as of December 31, 2012, we had Won 376 billion of net amounts as liabilities. As of December 31, 2013, we had Won 614 billion of net amounts as liabilities. Changes in the estimated discount factor or cash flow, or changes in the assumptions and judgments by management underlying these estimates, may cause material revisions to the estimated total gain or loss effect of derivative instruments, which could have a material effect on the recorded asset or liability.

Decommissioning Costs

We recognize the fair value of estimated decommissioning costs as a liability in the period in which we incur a legal obligation associated with retirement of long-lived assets that result from acquisition, construction, development and/or normal use of the assets. We also recognize a corresponding asset that is depreciated over the life of the asset. Accretion expense consists of period-to-period changes in the liability for decommissioning costs resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows. Depreciation and accretion expenses are included in the cost of electric power in the accompanying consolidated statements of comprehensive income.

Significant management judgment is involved in determining the fair value of estimated decommissioning costs. The estimates and assumptions used by our management to determine fair value can be impacted by many factors, such as the estimated decommissioning costs based on engineering studies commissioned and approved by the Korean government, and changes in assumed dates of decommissioning, inflation rate, discount rate, decommissioning technology, regulation and the general economy.

As of December 31, 2011, 2012 and 2013, we had a liability for decommissioning costs in the amounts of Won 6,727 billion, Won 11,913 billion and Won 12,348 billion, respectively. Changes in the estimated costs or timing of decommissioning, or changes in the assumptions and judgments by management underlying these estimates, may cause material revisions to the estimated total cost to decommission these facilities, which could have a material effect on the recorded liability. We used discount rates of 4.36%, 4.49% and 4.49% and inflation rates of 2.30%, 2.93% and 2.93% when calculating the decommissioning cost liability recorded as of December 31, 2011, 2012 and 2013, respectively. In addition, the following is a sensitivity analysis of the potential impact on decommissioning costs from a 0.1% increase or decrease in each of the inflation rate and the discount rate, assuming that all other aforementioned assumptions remain constant:

Sensitivity to inflation rate

Sensitivity to discount rate

+0.10%

-0.10%

+0.10%

-0.10%

(in billions of Won)

Increase (decrease) of liability for decommissioning costs

￦

289

￦

(281

)

￦

(268

)

￦

276

See Notes 26 and 43 of the notes to our consolidated financial statements included in this annual report for further related information.

Provision for Decontamination of Transformer

Under the Persistent Organic Pollutants Management Act which was enacted in 2007, we are required to remove the toxin polychlorinated biphenyls (PCBs) from our transformers’ insulating oil by 2015. We are also required to inspect the PCB levels in our transformers and dispose of any PCBs in excess of established safety standards.

As of December 31, 2011, 2012 and 2013, we had liabilities of Won 215 billion, Won 220 billion and Won 220 billion, respectively, for inspection and disposal costs related to the decontamination of existing transformers.

The estimates and assumptions used by our management to determine fair value can be affected by many factors, such as the estimated costs of inspection and disposal, inflation rate, discount rate, regulations and the general economy.

Changes in the estimated costs or changes in the assumptions and judgments underlying these estimates may cause material revisions to the estimated total costs, which could have a material effect on our recorded liability. When calculating the provision for the decontamination of our transformers, we used a discount rate of 5.84% and an inflation rate of 3.34% as of December 31, 2011, a discount rate of 4.92% and an inflation rate of 3.10% as of December 31, 2012 and a discount rate of 4.92% and an inflation rate of 3.10% as of December 31, 2013.

Deferred Tax Assets

In assessing the realizability of the deferred tax assets, our management considers whether it is probable that a portion or all of the deferred tax assets will not be realized. The ultimate realization of our deferred tax assets is dependent on whether we are able to generate future taxable income in specific tax jurisdictions during the periods in which temporary differences become deductible. Our management has scheduled the expected future reversals of the temporary differences and projected future taxable income in making this assessment. Based on these factors, our management believes that it is probable that we will realize the benefits of these temporary differences as of December 31, 2013. However, the amount of deferred tax assets that is realized may be different if we do not realize estimated future taxable income during the carry forward periods as originally expected.

In relation to the deferred tax assets recognized for tax loss, future taxable income is estimated considering the followings: (i) five-year mid- to long-term financial forecasts of earnings before tax approved by management and submitted to the Ministry of Strategy and Finance, and (ii) average amount of tax adjustments for the recent three years. Based on the estimated amount and timing of future taxable profit, our management determined that all tax losses for the year ended December 31, 2013 could be recognized as an asset.

For tax credits carried forward, similar to deferred tax assets recognized for tax loss, our management estimates the probability timing of future taxable profits in determining the probability of utilization of tax credits carried forward. In addition, our management considers the possible carry forward period and available tax credit or deductible temporary differences within the tax laws of each country in which the tax credits originated.

Similarly, our management also estimates the probability of utilization of temporary differences considering the probability of generating future taxable profits in the periods that the deductible temporary differences reverse. We do not recognize deferred tax assets for certain temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures considering future dividends or disposals.

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities at each separate taxpaying entity. Under IFRS, a deferred tax asset is recognized for temporary difference that will result in deductible amounts in future years and for carry forwards. If, based on the weight of available evidence, it is more likely that some or the entire portion of the deferred tax asset will not be realized, that portion is deducted directly from the deferred tax asset.

We believe that the accounting estimate related to the realizability of deferred tax asset is a “critical accounting estimate” because: (i) it requires management to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities, and (ii) the difference between these assessments and the actual performance could have a material impact on the realization of tax benefits as reported in our results of operations. Management’s assumptions require significant judgment because actual performance has fluctuated in the past and may continue to do so.

Useful Lives of Property, Plant and Equipment

Property, plant and equipment are initially measured at cost, and after initial recognition, are carried at cost less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Economic useful life is the duration of time the asset is expected to be productively employed by us, which may be less than its physical life. Management’s assumptions on the following factors, among others, affect the determination of estimated economic useful life: wear and tear, obsolescence, technical standards, changes in market demand and technological changes.

The estimated useful lives of our property, plant and equipment are as follows:


		Useful lives (years)
Buildings		8 ~ 40
Structures		8 ~ 50
Machinery		6 ~ 32
Vehicles		4
Loaded heavy water		30
Asset retirement costs		18, 30, 40
Finance lease assets		20
Ships		9
Others		4 ~ 9

A component that is significant compared to the total cost of property, plant and equipment is depreciated over its separate useful life. Depreciation methods, useful lives and residual values are reviewed at the end of each reporting date and adjusted, if appropriate. In 2012, we changed the estimated useful lives of certain buildings. As a result of the change in accounting estimate, depreciation expenses decreased by Won 85,388 million and Won 57,378 million in 2012 and 2013, respectively. In addition, we estimate that depreciation expense will decrease by Won 31,979 million and Won 22,158 million in 2014 and 2015, respectively.

Impairment of Long-lived Assets

At the end of each reporting period, we review the carrying amounts of tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and

consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired. Recoverable amount is the higher of fair value less costs to sell or value in use. In assessing value in use, the estimated future cash flows are discounted to their present values using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in income or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

In the event that an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, ensuring that such carrying amount increase does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or the cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in income or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

The assessment of impairment is a critical accounting estimate, because significant management judgment is required to determine: (i) whether an indicator of impairment has occurred, (ii) how assets should be grouped, and (iii) the recoverable amount of the asset or asset group in the case of an impairment. If management’s assumptions about these assets change as a result of events or circumstances, and management believes the assets may have declined in value, we may record impairment charges, resulting in lower profits. Our management uses its best estimate in making these evaluations and considers various factors, including the future prices of energy, fuel costs and other operating costs. However, actual market prices and operating costs could vary from those used in the impairment evaluations, and the impact of such variations could be material. There was no impairment for the past three years and no cash-generating units were at risk of impairment as of December 31, 2013.

Accrual for Loss Contingencies for Legal Claims

We are involved in legal proceedings regarding matters arising in the ordinary course of business. In relation to these matters, as of December 31, 2013, we were engaged in 597 lawsuits as a defendant and 119 lawsuits as a plaintiff. The total amount claimed against us was Won 402 billion and the total amount claimed by us was Won 109 billion as of December 31, 2013. As of December 31, 2013, our provisions for these legal claims amounted to Won 24 billion. These provisions are adjusted when events or circumstances cause these judgments or estimates to change.

Actual amounts of our liabilities as determined upon settlement of legal claims or by final decisions of the courts in relation thereto may be substantially different from the amounts of provisions recognized or contingent liabilities disclosed. If the actual amounts are higher than the amounts of related provisions, the resulting additional liabilities would adversely impact our results of operations, financial condition and cash flows.

Consolidated Results of Operations

2013 Compared to 2012

In 2013, our consolidated sales, which is principally derived from the sale of electric power, increased by 9.3% to Won 53,713 billion from Won 49,121 billion in 2012, reflecting primarily a 7.3% overall increase in our

average electricity tariff rates in 2013 (as a result of a 4.0% increase effective January 14, 2013 and a 5.4% increase effective November 21, 2013) and a 1.8% increase in the volume of electricity sold from 466,593 gigawatt hours in 2012 to 474,849 gigawatt hours in 2013. The overall increase in the volume of electricity sold was primarily attributable to a 2.8% increase in the volume of electricity sold to the industrial sector, which represents the largest segment of electricity consumption in Korea, from 258,102 gigawatt hours in 2012 to 265,373 gigawatt hours in 2013, and, to a lesser extent, a 0.6% increase in the volume of electricity sold to the commercial sector from 101,593 gigawatt hours in 2012 to 102,196 gigawatt hours in 2013 and a 0.5% increase in the volume of electricity sold to the residential sector, from 65,484 gigawatt hours in 2012 to 65,815 gigawatt hours in 2013. The increase in the volume of electricity sold to the industrial sector was primarily due to the general increase in demand for electricity in this sector in Korea largely as a result of continued export-led growth of the Korean economy, which involved an increased industrial output and greater capacity utilization in industrial plants. For a discussion of the increase in our electricity tariff rates, see Item 4B. “Business Overview—Sales and Customers—Electricity Rates.”

Fuel costs, which accounted for 47.8% and 49.2% of our consolidated cost of sales in 2013 and 2012, respectively, increased to Won 24,200 billion in 2013 from Won 23,823 billion in 2012 largely due to an increased use of more expensive fuel sources such as LNG due to the extended suspension of three of our nuclear units related to quality assurance issues, which was partially offset by a 2.6% decrease in unit fuel cost mainly resulting from the general decline in international market prices for our main fuel types. Purchased power, which accounted for 22.4% and 20.2% of our cost of sales in 2013 and 2012, respectively, increased by 15.6% to Won 11,329 billion in 2013 from Won 9,801 billion in 2012, primarily due to a 12.1% increase in the volume of power purchased from independent power producers (who generate electricity primarily through LNG-fired power plants), from 60,392 gigawatt hours in 2012 to 67,676 gigawatt hours in 2013, primarily to compensate for the shortfall in the supply of electricity due to the higher than anticipated rise in demand for electricity in 2013 as well as extended suspension of three of our nuclear units related to quality assurance issues. Depreciation expense increased by 5.6% to Won 7,228 billion in 2013 from Won 6,846 billion in 2012 primarily due to an increase of additional property, plant and equipment related to the construction of new generation facilities pursuant to our capital investment program.

Salaries decreased by 3.0% to Won 2,583 billion in 2013 from Won 2,662 billion in 2012 primarily due to a decrease in performance pay. Other remaining items of our cost of sales decreased to Won 5,255 billion in 2013 from Won 5,327 billion in 2012 primarily due to a decrease in provision for decommissioning costs of our nuclear facilities.

As a cumulative result of the foregoing factors, our consolidated gross profit increased significantly to Won 3,117 billion in 2013 from Won 661 billion in 2012, and our consolidated gross profit margin increased significantly to 5.8% in 2013 from 1.3% in 2012. The increases in our consolidated gross profit and consolidated gross profit margin were largely attributable to the 9.3% increase in our consolidated sales (which were due to the 7.3% overall increase in the average electricity tariff rates and, to a lesser extent, the 1.8% increase in the volume of electricity sold), which was partially offset by the 4.4% increase in our consolidated cost of sales (which was mainly due to the 15.6% increase in purchased power and, to a lesser extent, the 1.6% increase in fuel costs and the 5.6% increase in depreciation expense).

Our consolidated selling and administrative expenses increased by 8.0% to Won 1,923 billion in 2013 from Won 1,780 billion in 2012, primarily as a result of increases in depreciation and commissions, which increased by Won 22 billion and Won 67 billion, respectively.

Our consolidated other income, net of expenses, increased by 4.2% to Won 626 billion in 2013 from Won 600 billion in 2012, mainly as a result of an increase in insurance compensations and an increase in contributions from the Electric Power Industry Basis Fund, which was partially offset by an increase in donations for educational and other purposes.

We had consolidated other gains, net, of Won 129 billion in 2013 compared to consolidated other losses, net, of Won 1,782 billion in 2012, primarily as a result of a write-off in 2012 of our accumulated but unbilled fuel cost-based adjustment amounts. (See Item 5B. “Operating and Financial Review and Prospects—Critical Accounting Policy—Correction of Accounting for Fuel Cost Pass-through Adjustment”). Other profit is mainly composed of gain or loss from disposal of assets and inventories, among others.

As a cumulative result of the foregoing factors, we had consolidated operating income of Won 1,948 billion in 2013 compared to consolidated operating loss of Won 2,300 billion in 2012, and our consolidated operating income margin was 3.6% in 2013 compared to an operating loss margin of 4.7% in 2012. These turnarounds were mainly due to the 9.3% increase in our consolidated sales, which was partially offset by the 4.4% increase in our consolidated cost of sales.

Our consolidated finance expenses, net of income, increased by 18.7% to Won 2,302 billion in 2013 from Won 1,940 billion in 2012, primarily as a result of a decrease in net gains on foreign currency translation, and an increase in net interest expense, which was partially offset by a decrease in net losses on valuation of derivatives.

We had consolidated loss of affiliates or joint ventures using equity method of Won 42 billion in 2013, compared to consolidated profit of affiliates or joint ventures using equity method of Won 177 billion in 2012, primarily as a result of decreased profits from Korea Gas Corporation mainly due to an impairment loss on intangible assets.

As a cumulative result of the foregoing factors, our consolidated loss before income taxes significantly decreased to Won 396 billion in 2013 from Won 4,063 billion in 2012.

Our income tax benefit decreased by 42.1% to Won 571 billion in 2013 from Won 985 billion in 2012, largely as a result of a decrease in our loss before income taxes, which was partially offset by an increase in adjustments related to unrealized deferred tax assets. See Note 41 to our financial statements included in this annual report. Our effective tax benefit rate, which represents tax benefit as a percentage of loss before income taxes, increased from 24.3% in 2012 to 144.0% in 2013 primarily due to the effect of recognition of deferred tax assets in relation to amounts received from customers regarding installation and use of facilities required for electricity supply.

As a cumulative result of the above factors, we had consolidated profit of Won 174 billion in 2013, compared to consolidated loss of Won 3,078 billion in 2012. Our consolidated net profit margin was 0.3% in 2013 compared to consolidated net loss margin of 6.3% in 2012. Our profit attributable to the owners of the company was Won 60 billion in 2013, compared to loss of Won 3,167 billion attributable to the owners of the company in 2012.

We had consolidated other comprehensive income of Won 186 billion in 2013 compared to consolidated other comprehensive loss of Won 322 billion in 2012, largely as a result of positive changes in actuarial gains or losses on retirement benefit obligations, net of tax (related to changes in future salary increases), gains on valuation of derivatives using cash flow hedge accounting, share in other comprehensive income of associates and joint ventures, net of tax. Furthermore, there were valuation gains on available-for-sale securities of LG Uplus Corp. and Korea District Heating Corp. in 2013.

As a cumulative result of the above factors, we had consolidated total comprehensive income of Won 360 billion in 2013, compared to consolidated total comprehensive loss of Won 3,400 billion in 2012.

2012 Compared to 2011

In 2012, our consolidated sales, which is principally derived from the sale of electric power, increased by 13.8% to Won 49,121 billion from Won 43,175 billion in 2011, reflecting primarily a 2.5% increase in the volume of electricity sold from 455,070 gigawatt hours in 2011 to 466,593 gigawatt hours in 2012 and a 4.9% increase in our overall average electricity tariff rates effective August 6, 2012. The overall increase in the volume of electricity sold was primarily attributable to a 2.6% increase in the volume of electricity sold to the industrial sector, which represents the largest segment of electricity consumption in Korea, from 251,491 gigawatt hours in 2011 to 258,102 gigawatt hours in 2012, and, to a lesser extent, a 2.1% increase in the volume of electricity sold to the commercial sector from 99,504 gigawatt hours in 2011 to 101,593 gigawatt hours in 2012 and a 1.2% increase in the volume of electricity sold to the residential sector, including overnight power usage, from 82,130 gigawatt hours in 2011 to 83,104 gigawatt hours in 2012. The increase in the volume of electricity sold to the industrial sector was primarily due to the general increase in demand for electricity in this sector in Korea largely as a result of continued export-led growth of the Korean economy, which involved an increased industrial output and greater capacity utilization in industrial plants. The increase in the volume of electricity sold to the commercial sector was primarily due to increased commercial activities in Korea, which was partially offset by weakened consumer sentiment in light of the ongoing uncertainties in the global economy. The increase in the volume of electricity sold to the residential sector was primarily due to increased usage of heating and air conditioning in 2012. For a discussion of the increase in our electricity tariff rates, see Item 4B. “Business Overview—Sales and Customers—Electricity Rates.”

Our consolidated cost of sales, which is principally derived from the costs related to the purchase of fuels for generation of electricity and to a lesser extent, from the purchase of power from independent power producers, depreciation and salaries, increased by 13.4% to Won 48,459 billion in 2012 from Won 42,725 billion in 2011, primarily due to a 11.0% increase in fuel costs, a 32.4% increase in purchased power, a 6.0% increase in salaries, a 1.7% increase in depreciation and a 7.0% increase in other cost of sales. Fuel costs, which accounted for 49.2% and 50.2% of our consolidated cost of sales in 2012 and 2011, respectively, increased by 11.0% to Won 23,823 billion in 2012 from Won 21,456 billion in 2011. Such increase in fuel costs was primarily due to an increase in energy consumption as a result of the general economic recovery and extreme weather conditions in 2012 and a 9.8% increase in unit cost of fuel mainly due to a 14.8% increase in unit cost of LNG. Purchased power, which accounted for 20.2% and 17.3% of our cost of sales in 2012 and 2011, respectively, increased by 32.4% to Won 9,801 billion in 2012 from Won 7,404 billion in 2011, primarily due to a 13.9% increase in the volume of power purchased from independent power producers (who generate electricity primarily through LNG-fired power plants), from 53,024 gigawatt hours in 2011 to 60,392 gigawatt hours in 2012, primarily to compensate for the shortfall in the supply of electricity due to the higher than anticipated rise in demand for electricity in 2012. Salaries increased by 6.0% to Won 2,662 billion in 2012 from Won 2,510 billion in 2011 primarily due to an increase in the number of our and our generation subsidiaries’ employees. Depreciation expense increased by 1.7% to Won 6,846 billion in 2012 from Won 6,733 billion in 2011 primarily due to an increase of additional property, plant and equipment related to the construction of new generation facilities pursuant to our capital investment program. Other remaining items of our cost of sales increased to Won 5,327 billion in 2012 from Won 4,622 in 2011 primarily due to an increase in costs related to our nuclear complex construction projects in the United Arab Emirates, an increase in provision for decommissioning costs of our nuclear facilities and provision for potential fines and penalties under the Renewable Portfolio Standard.

As a cumulative result of the foregoing factors, our consolidated gross profit increased by 46.8% to Won 661 billion in 2012 from Won 450 billion in 2011, while our consolidated gross profit margin increased to 1.3% in 2012 from 1.0% in 2011. The increases in our consolidated gross profit and consolidated gross profit margin were largely attributable to the 13.8% increase in our consolidated sales (which were due to the 4.9% increase in the overall average electricity tariff rates and the 2.5% increase in the volume of electricity sold), which was partially offset by the 13.4% increase in our consolidated cost of sales (which was mainly due to the 11.0% increase in fuel costs and the 32.4% increase in purchased power).

Our consolidated selling and administrative expenses increased by 1.6% to Won 1,780 billion in 2012 from Won 1,752 billion in 2011, primarily as a result of increases in salaries, research and development expenses and rent expenses.

Our consolidated net other operating income increased by 33.2% to Won 600 billion in 2012 from Won 451 billion in 2011, mainly as a result of an increase in compensation for damages received from a lawsuit in which we were the plaintiff, which more than offset the return to normal levels of donations related to renewable energy initiatives.

We had consolidated other losses, net, of Won 1,782 billion in 2012 compared to consolidated other gains, net, of Won 166 billion in 2011, primarily as a result of a write-off of our accumulated but unbilled fuel cost-based adjustment amounts as further described in Item 5A. “Operating and Financial Review and Prospects—Critical Accounting Policy—Correction of Accounting for Fuel Cost Pass-through Adjustment.”

As a cumulative result of the foregoing factors, our consolidated operating loss increased significantly to Won 2,300 billion in 2012 from Won 685 billion in 2011. Our operating loss margin increased to 4.7% in 2012 from 1.6% in 2011, largely due to a 11.0% increase in fuel costs and a 32.4% increase in purchased power which more than offset the 13.8% increase in our revenue from the sale of electricity.

Our consolidated net financial expense increased by 1.5% to Won 1,940 billion in 2012 from Won 1,911 billion in 2011, primarily as a result of increases in net interest expense and net losses on valuation of derivatives, which were substantially offset by an increase in net gains on foreign currency translation.

Our consolidated profits of affiliates or joint ventures using equity method increased by 43.7% to Won 177 billion in 2012 from Won 123 billion in 2011, primarily as a result of an increase in profits from Korea Gas Corporation and our overseas affiliates primarily as a result of the expansion of our overseas business.

As a cumulative result of the foregoing factors, we had consolidated loss before income taxes of Won 4,063 billion in 2012 compared to consolidated income before income taxes of Won 2,473 billion in 2011. We had consolidated income tax income of Won 985 billion in 2012 compared to consolidated income tax expense of Won 820 billion in 2011, primarily due to the absence of a one-time write-off in 2011 of deferred tax assets in relation to net loss from the previous year due to the low probability of recovery.

As a cumulative result of the above factors, our consolidated loss for the year decreased to Won 3,078 billion in 2012 from Won 3,293 billion in 2011, and our consolidated net loss margin decreased to 6.3% in 2012 from 7.6% in 2011. We also had net loss attributable to our shareholders of Won 3,167 billion in 2012, compared to net loss of Won 3,370 billion attributable to our shareholders in 2011.

Our consolidated other comprehensive loss increased by 22.9% to Won 322 billion in 2012 from Won 262 billion in 2011 largely as a result of negative changes in foreign currency translation of foreign operations, net of tax, and share in other comprehensive income (loss) of associates and joint ventures, net of tax, which were partially offset by a positive net change in fair value of available-for-sale financial assets, net of tax, and a decrease in defined benefit actuarial losses, net of tax.

As a cumulative result of the above factors, our consolidated total comprehensive loss for the period decreased by 4.4% to Won 3,400 billion in 2012 from Won 3,555 billion in 2011.

Inflation

The effects of inflation in Korea on our financial condition and results of operations are reflected primarily in construction costs as well as in labor expenses. Inflation in Korea has not had a significant impact on our results of operations in recent years. It is possible that inflation in the future may have an adverse effect on our financial condition or results of operations.

Segment Results

We operate the following business segments: transmission and distribution, nuclear power generation and thermal power generation and all others. The transmission and distribution segment, which is operated by KEPCO, the parent company, consists of operations related to the transmission, distribution and sale to end-users of electricity purchased from our generation subsidiaries as well as from independent power producers. The power generation segment, which is operated by KEPCO’s one nuclear generation subsidiary and five thermal generation subsidiaries, consists of operations related to the generation of electricity sold to KEPCO through the Korea Power Exchange. The transmission and distribution segment and the power generation segment together represent our electricity business. The remainder of our operation is categorized as “all others.” The all other segment consists primarily of operations related to the plant maintenance and engineering service, information services, and sales of nuclear fuel, communication line leasing, overseas businesses and others. In 2011, 2012 and 2013, the unaffiliated revenues of the power generation segment (representing the six generation subsidiaries) and all our other revenues in the aggregate amounted to only 2.4%, 2.5% and 2.6% of our consolidated revenues, respectively, and the results of operations for our business segments substantially mirror our consolidated results of operations. For further information, see Note 4 of the notes to our consolidated financial statements included in this annual report.

Item 5B. Liquidity and Capital Resources

We expect that our capital requirements, capital resources and liquidity position may change in the course of implementing the Restructuring Plan. See Item 4B. “—Business Overview—Restructuring of the Electric Power Industry in Korea” and Item 3D. “Risk Factors—Risks Relating to KEPCO— The Government may adopt policy measures to substantially restructure the Korean electric power industry or our operational structure, which may have a material adverse effect on our business, operations and profitability.”

Capital Requirements

We anticipate that the following represent the major sources of our capital requirements in the short-term to intermediate future:

•

capital expenditures pursuant to our capital investment program;

•

working capital requirements, the largest component of which is fuel purchases;

•

payment of principal and interest on our existing debt;

•

headquarters relocation expenses pursuant to Government policy; and

•

overseas investments.

In addition, if there were to occur unanticipated material changes to the Restructuring Plan, the Basic Plan or other major policy initiatives of the Government relating to the electric power industry, or natural disasters, such developments may require a significant amount of additional capital requirements.

Capital Expenditures

We anticipate that capital expenditures will be the most significant use of our funds for the next several years. Our capital expenditures relate primarily to the construction of new generation units, maintenance of existing generation units and expansion of our transmission and distribution systems. Our capital expenditures generally follow budgets established under the Basic Plan Relating to the Long-Term Supply and Demand of Electricity, which contains projections relating to the supply and demand of electricity of Korea based on which we plan the construction of additional generation units and transmission systems. See Item 4B. “Business Overview—Capital Investment Program” for a further description of our capital investment program.

Our total capital expenditures for the construction of generation, transmission and distribution facilities were Won 11,984 billion, Won 12,751 billion and Won 15,831 billion in 2011, 2012 and 2013, respectively, and under our current budgets, are estimated to be approximately Won 19,898 billion, Won 18,479 and Won 16,339 billion in 2014, 2015 and 2016, respectively. We plan to finance our capital expenditures primarily through issuance of securities in the capital markets, borrowings from financial institutions and construction grants.

In order to deal with shortage of fuel and other resources and also to comply with various environmental standards, in 2012 the Government has adopted the Renewable Portfolio Standard (“RPS”) program, which replaces the Renewable Portfolio Agreement which was in effect from 2006 to 2011. Under the RPS program, each generation subsidiary is required to generate a specified percentage of total electricity to be generated by such generation subsidiary in a given year in the form of renewable energy, with the target percentage being 2.0% in 2012, 2.5% in 2013 and incrementally increasing to 10.0% by 2022. The current budgeted amount of capital expenditure for implementation of the RPS as currently planned for the period from 2013 to 2022 is approximately Won 13.7 trillion. We expect that such additional capital expenditure will be covered by a corresponding increase in electricity tariff. However, there is no assurance that the Government will in fact raise the electricity tariff to a level sufficient to fully cover such additional capital expenditures or at all. See Item 4B. “Business Overview—Renewable Energy” for a further description of the Renewable Portfolio Standard and our related past capital expenditures.

Fuel Purchases

We require significant funds to finance our operations, principally in relation to the purchase of fuels by our generation subsidiaries for generation of electricity. In 2011, 2012 and 2013, fuel costs accounted for 49.7%, 48.5% and 45.1% of our sales and 50.2%, 49.2% and 47.8% of our cost of sales, respectively. We plan to fund our fuel purchases primarily with net operating cash, although in cases of rapid increases in fuel prices as is the case from time to time, we may also rely on borrowings from financial institutions and issuance of debt securities in the capital markets.

Repayment of Existing Debt

Payments of principal and interest on indebtedness will require considerable resources. The table below sets forth the scheduled maturities of the outstanding interest-paying debt (excluding issue discounts and premium) before accounting for swap transactions of us and our six wholly-owned generation subsidiaries as of December 31, 2013 for each year from 2014 to 2018 and thereafter. As of December 31, 2013, such debt represented 97.7% of our outstanding debt on a consolidated basis.


Year ended December 31	Local Currency Borrowings		Foreign Currency Borrowings		Domestic Debentures		Foreign Debentures		Total
	(in millions of Won)
2014		910,408		477,154		4,250,000		2,375,008		8,012,570
2015		424,425		—		4,400,000		1,213,946		6,038,371
2016		757,133		—		5,920,000		686,020		7,363,153
2017		836,232		—		4,630,000		1,371,890		6,838,122
2018		849,201		—		5,051,060		2,522,592		8,422,853
Thereafter		391,284		9,270		19,560,000		3,011,631		22,972,185

Total		4,168,683		486,424		43,811,060		11,181,087		59,647,254

We and our six wholly-owned generation subsidiaries have incurred interest charges (including capitalized interest) in relation to our interest-paying debt of Won 2,721 billion, Won 2,927 billion and Won 3,084 billion in 2011, 2012 and 2013, respectively. We anticipate that interest charges will increase in future years because of, among other factors, anticipated increases in our long-term debt. See “—Capital Resources” below. The weighted average rates of interest on our and our six wholly-owned generation subsidiaries’ debt were 4.91%, 4.65% and 4.11% in 2011, 2012 and 2013, respectively.

Relocation Expenses

In June 2005, the Government announced its policy to relocate the headquarters of government-invested enterprises, including us and certain of our subsidiaries, including six generation subsidiaries, from the Seoul metropolitan area to other provinces in Korea. Pursuant to this policy, our headquarters are scheduled to be relocated to Naju in Jeolla Province, which is approximately 300 kilometers south of Seoul. Although the relocation was initially scheduled to occur by the end of 2012, due to construction delays, we currently expect that the relocation will occur by the end of 2014. In addition, the headquarters of certain of our subsidiaries are scheduled to be relocated to various other cities in Korea. Under the current relocation plan as approved by the Government in 2007 and in accordance with the relevant statute and related guidelines, the total relocation cost for us and our generation subsidiaries is estimated to be Won 1,522 billion, which will be paid out over the construction period. Under a special act enacted for this purpose, we are required to sell the property in our current headquarters within one year after the relocation.

We plan to finance our relocation costs primarily through net cash flows from our operation, proceeds from the sale of the existing headquarters and investing activities, as well as borrowings from financial institutions and issuance of securities in the capital markets, among others.

Overseas Investments

As part of our revenue diversification and fuel procurement strategy, we plan to continue to make overseas investments on a selective basis, which will be funded primarily through foreign currency-denominated borrowings and debt securities issuances as well as net operating cash from such projects.

Capital Resources

We have traditionally met our working capital and other capital requirements primarily from net cash provided by operating activities, issuance of debt securities and borrowings from financial institutions. Net cash provided by operating activities is primarily a function of electricity sales and fuel purchases and is also affected by increases and decreases in trade receivables, trade payables and inventory related to electricity sales and fuel purchases. Net cash provided by operating activities was Won 4,145 billion, Won 3,917 billion and Won 6,884 billion in 2011, 2012 and 2013, respectively.

As of December 31, 2011, 2012 and 2013, our long-term debt (excluding the current portion but including issue discounts and premium), before accounting for swap transactions, amounted to Won 39,198 billion, Won 45,525 billion and Won 52,801 billion, respectively, representing 72.9%, 89.1% and 102.6% of shareholders’ equity, respectively, as of such dates. As of December 31, 2011, 2012 and 2013, the current portions of our long-term debt were Won 5,832 billion, Won 7,005 billion and Won 7,508 billion, respectively. As of December 31, 2011, 2012 and 2013, our short-term borrowings amounted to Won 1,174 billion, Won 689 billion and Won 579 billion, respectively. See Note 23 of the notes to our consolidated financial statements included in this annual report. Total long-term debt (including the current portion but excluding issue discounts and premium), before accounting for swap transactions, as of December 31, 2013 was Won 60,441 billion, of which Won 47,793 billion was denominated in Won and an equivalent of Won 12,648 billion was denominated in foreign currencies, primarily U.S. dollars. In addition, we, KHNP and KOWEPO also maintain U.S. dollar-denominated global medium-term note programs in the aggregate amount of US$10 billion, of which approximately US$4 billion remains currently available for future drawdown.

Subject to the implementation of our capital expenditure plan and the sale of our interests in our generation subsidiaries and other subsidiaries, our long-term debt may increase or decrease in future years. Until recently, a substantial portion of our long-term debt was raised through foreign currency-denominated borrowings. However, we have been adjusting the proportion of foreign currency-denominated debt in order to reduce the

impact of foreign exchange rate fluctuations on our results of operations. Our foreign currency-denominated long-term debt (including the current portion but excluding issue discounts and premium), before accounting for swap transactions, increased from Won 11,291 billion as of December 31, 2012 to Won 12,648 billion as of December 31, 2013.

Our ability to incur long-term debt in the future is subject to a variety of factors, many of which are beyond our control, including, the implementation of the Restructuring Plan and the amount of capital that other Korean entities may seek to raise in capital markets. Economic, political and other conditions in Korea may also affect investor demand for our securities and those of other Korean entities. In addition, our ability to incur debt will also be affected by the Government’s policies relating to foreign currency borrowings, the liquidity of the Korean capital markets and our operating results and financial condition. In case of adverse developments in Korea, the price at which such financing may be available may not be acceptable to us.

We incur our short-term borrowings primarily through commercial papers sold to domestic financial institutions. We have not had, and we do not expect to have, any material difficulties in obtaining short-term borrowings. In addition, in order to prepare for potential liquidity shortage, we maintain several credit facilities with domestic financial institutions amounting to Won 2,550 billion and US$4,549 million, the full amount of which was available as of December 31, 2013.

We may raise capital from time to time through the issuance of equity securities. However, there are certain restrictions on our ability to issue equity, including limitations on shareholdings by foreigners. In addition, without changes in the existing KEPCO Act which requires that the Government, directly or pursuant to the Korea Finance Corporation Act, through Korea Finance Corporation, own at least 51% of our capital stock, it may be difficult or impossible for us to undertake any equity financing other than sales of treasury stock without the participation of the Government. Even if we are able to conduct equity financing with the participation of the Government, prevailing market conditions may be such that we may not be able conduct equity financing on terms that are commercially acceptable to us. See Item 3D. “Risk Factors—Risks Relating to Korea and the Global Economy.”

Our total shareholders’ equity slightly increased from Won 51,064 billion as of December 31, 2012 to Won 51,451 billion as of December 31, 2013.

Liquidity

Our liquidity is substantially affected by our construction expenditures and fuel purchases. Construction in progress increased by 29.0% from Won 21,184 billion as of December 31, 2012 to Won 27,334 billion as of December 31, 2013. Fuel costs increased by 1.6% to Won 24,200 billion in 2013 from Won 23,823 billion in 2012.

Our cash flows are also impacted by several other factors. Our net cash provided by operating activities amounted to Won 3,917 billion in 2012 and Won 6,884 billion in 2013. The increase in net cash provided by operating activities in 2013 compared to 2012 was mainly due to an increase in cash collected from our customers in tandem with increases in the sales volume and electricity tariff rates in 2013 compared to 2012 and the decrease in the unit cost of coal, LNG and oil in 2013 compared to 2012, which in turn led to a decrease in cash paid for fuel cost. Our cash flows from investing activities are affected by acquisitions of property, plant and equipment. Our cash flows from financing activities are mainly affected by borrowings and issuance of debt securities and repayment thereof, as well as dividends paid.

Due to the capital-intensive nature of our business as well as significant volatility in fuel prices, from time to time we operate with working capital deficits, and we may have substantial working capital deficits in the

future. As of December 31, 2011, 2012 and 2013, we had a working capital deficit of Won 3,974 billion, Won 4,884 billion and Won 4,945 billion, respectively. We have traditionally met our working capital and other capital requirements primarily with net cash provided by operating activities, issuance of debt securities, borrowings from financial institutions and construction grants. We also incur short-term borrowings primarily through commercial papers sold to domestic financial institutions. We have not had, and we do not expect to have, any material difficulties in obtaining short-term borrowings. See “—Capital Resources.”

We may face liquidity concerns in the case of significant depreciation of the Won against major foreign currencies over a short period of time. While substantially all of our revenues are denominated in Won, we pay for substantially all of our fuel purchases in foreign currencies and a substantial portion of our long-term debt is denominated in foreign currencies, and payment of principal and interest thereon is made in foreign currencies. In the past, we have incurred foreign currency debt principally due to the limited availability and the high cost of Won-denominated financing in Korea. However, in light of the increasing sophistication of the Korean capital markets and the recent increase in liquidity in the Korean financial markets, we plan to reduce the portion of our debt which is denominated in foreign currencies although we intend to continue to raise certain amounts of capital through long-term foreign currency debt for purposes of maintaining diversity in our funding sources as well as paying for overseas investments in foreign currencies. As of December 31, 2013, approximately 20.9% of our long-term debt (including the current portion but excluding issue discounts and premium) before accounting for swap transactions was denominated in currencies other than Won.

We enter into currency swaps and other hedging arrangements with respect to our debt denominated in foreign currencies only to a limited extent due primarily to the limited size of the Korean market for such derivative arrangements. Such instruments include combined currency and interest rate swap agreements, interest rate swaps and foreign exchange agreements. We do not enter into derivative financial instruments in order to hedge market risk resulting from fluctuations in fuel costs. Our policy is to hold or issue derivative financial instruments for hedging purposes only. Our derivative financial instruments are entered into with major financial institutions, thereby minimizing the risk of credit loss. See Note 11 of the notes to our consolidated financial statements.

We did not pay any dividends in 2012 and 2013 in respect of fiscal years 2011 and 2012, due to our incurring net losses for such fiscal years; however, we paid dividends of Won 90 per share on April 25, 2014 as we had net income in fiscal year 2013.

Other

Our operations are materially affected by the policies and actions of the Government. See Item 4B. “Business Overview—Regulation.”

Item 5C. Research and Development, Patents and Licenses, etc.

Research and Development

Our research and development program is focused on developing advanced electric power, renewable energy, smart grid and customer-friendly electricity service technologies that will enable us to become a global leader in the energy industry. In order to achieve our corporate vision of becoming a “Global Top Green & Smart Energy Pioneer,” in 2013 we adopted the KEPCO Technology Strategy which emphasizes enhanced technological convergence and customer service. As part of such strategy, we seek to develop (i) clean and smart energy technology, including in relation to low carbon emission in power generation, (ii) an efficient and intelligent power transmission and distribution grid system, (iii) technology that will enhance efficiency and responsiveness to consumer’s electricity consumption patterns, and (iv) improvements in information, communication and technology (“ICT”) for enhanced customer service.

In 2014, consistent with the Government guidelines, we plan to invest approximately 0.5% of our annual revenue in the research and development of green and smart technologies, particularly with a focus on the following 12 areas: integrated gasification combined cycle for synthetic natural gas production, carbon capture and storage, offshore wind power, offshore energy development, high voltage direct currents, super conductor, smart grid, micro grid, demand responsive and energy efficiency applications, power ICT solutions, intelligent plant management system and energy storage systems.

Our high-priority “green and smart energy” projects currently include the following:

•

acquiring integrated gasified process technology;

•

establishing high-tech smart grid and micro grid test beds in Jeju Island;

•

developing highly efficient absorbents for carbon capture;

•

commercializing offshore wind power plants;

•

obtaining high-voltage direct currents technology suitable for domestic operation; and

•

experimental testing of large-scale electricity storage systems with capacities ranging from four to eight megawatts.

Our research and development activities also focus on the following:

•

in the thermal power generation sector, enhancing efficiency and reducing cost in power plant construction and operation as well as in our plant maintenance, including through improvements in damage analysis and environment-friendly inspections;

•

in the renewable energy sector, enhancing efficiency, lowering costs of power generation, identifying new energy sources and exploring new business opportunities;

•

in the electric power system sector, enhancing the stability and reliability in the operation of our electric power grid as well as enhancing efficiency in electricity distribution, including through introducing preventive maintenance measures for substations and developing technologies related to system automation, power utilization and power line communication;

•

in the customer service sector, developing technologies enabling a greater range of business opportunities and heightened customer service in anticipation of the upcoming rollout of the smart grid system; and

•

in the technological convergence sector, identifying new business opportunities through convergence among technologies and businesses and maximizing synergy from such convergence in tandem with the promotion of creative economy in Korea as well as globally.

In addition, we cooperate closely with several other electric utility companies and research institutes, both foreign and domestic, on various projects to diversify the scope and scale of our research and development activities.

We invested approximately Won 640 billion in 2013, and currently plan to invest Won 924 billion in 2014, on research and development. We had 888 employees engaged in research and development activities as of December 31, 2013. As a result of our research, 6,222 patent applications were submitted in Korea and abroad, and 2,794 applications were approved, in each case, in 2013. In addition, we plan to establish a management infrastructure that will facilitate the development of high value-added intellectual properties. We also seek opportunities to market our technologies overseas.

Item 5D. Trend Information

Trends, uncertainties and events which could have a material impact on our sales, liquidity and capital resources are discussed above in Item 5A. “Operating Results” and Item 5B. “Liquidity and Capital Resources.”

Item 5E. Off-Balance Sheet Arrangements

We had no significant off-balance sheet arrangements as of December 31, 2013.

Item 5F. Tabular Disclosure of Contractual Obligations

The following summarizes certain of the contractual obligations of us and our six wholly-owned generation subsidiaries as of December 31, 2013 and the effect such obligations are expected to have on liquidity and cash flow in future periods.


	Payments Due by Period
Contractual Obligations⁽¹⁾	Total		Less than 1 year		1–3 years		3–5 years		After 5 years
	(in billions of Won)
Long-term debt⁽²⁾	￦	54,366	￦	2,731	￦	13,402	￦	15,261	￦	22,972
Short-term borrowings		5,281		5,281		—		—		—
Interest payments⁽³⁾		12,774		1,801		3,605		2,264		5,104

Total	￦	72,421	￦	9,813	￦	17,007	￦	17,525	￦	28,076

Notes:

(1)

We have several other contractual obligations, including finance lease agreements. We believe the remaining annual payments under capital and operating lease agreements as of December 31, 2013 were immaterial. Contractual obligations related to payment of debt of us and our six wholly-owned generation subsidiaries represented 97.7% of our outstanding debt as of December 31, 2013 on a consolidated basis.

(2)	Includes the current portion.

(3)	A portion of our debt carried a variable rate of interest. We used the interest rate in effect as of December 31, 2013 for the variable rate of interest in calculating the interest payments on debt for the periods indicated.

For a description of our commercial commitments and contingent liabilities, see Note 49 of the notes to our consolidated financial statements included in this annual report.

We entered into a power purchase agreement with GS EPS Co., Ltd. and three other independent power producers, under which we are required to purchase all electricity generated by these companies to the extent such electricity is traded through the KPX. The purchase prices for such electricity are predetermined under the power purchase agreements, subject to annual adjustments. We purchased power from these companies in the amounts of Won 2,529 billion, Won 3,249 billion and Won 3,161 billion in 2011, 2012 and 2013, respectively.

We have entered into contracts with domestic and foreign suppliers to purchase bituminous coal and anthracite coal. Although we meet our coal requirements primarily through purchases in spot markets, substantial amounts of such requirements are also met through purchases under long-term supply contracts. Under our long-term supply contracts, purchase prices are adjusted periodically based on prevailing market conditions. We currently purchase all our LNG requirements from Korea Gas Corporation, a related party. We have also entered into long-term transportation contracts with Hanjin Shipping Co., Ltd. and others.

We import all uranium ore concentrates from sources outside Korea (including the United Kingdom, Kazakhstan, France, Germany, Niger, Canada, Japan and Australia) through medium- to long-term contracts and pay for such concentrates with currencies other than Won, primarily U.S. dollars. Contract prices for processing of uranium are generally based on market prices. See Note 48 of the notes to our consolidated financial statements for further details of these contracts.

Under the Long-term Transmission and Substation Plan approved by the Ministry of Trade, Industry and Energy, we are liable for the construction of all of our power transmission facilities and the maintenance and repair expenses for such facilities.

Payment guarantee and short-term credit facilities from financial institutions as of December 31, 2013 were as follows:

Payment guarantee


Description	Financial Institutions	Credit Lines
		(In millions of Won or thousands of USD, GBP, EUR, AED, JPY, NPR and INR)
Payment of import letter of credits	Korea Exchange Bank and others		USD	2,053,328
	Korea Exchange Bank		GBP	61,169
	Korea Exchange Bank		EUR	3,100
	Nonghyup Bank and others		JPY	18,914,670
Inclusive credits	Korea Exchange Bank and others		KRW	1,176,600
	HSBC and others		USD	545,512
Performance guarantees on guarantees	Seoul Guarantee Insurance and others		KRW	159,426
	Korea Exchange Bank		AED	54,880
	Standard Chartered Bank and others		USD	843,811
	Kookmin Bank		EUR	37,082
	HSBC and others		INR	236,443
Guarantees for bid	SMBC and others		USD	11,470
Warranty bond and others	Shinhan Bank		EUR	54,880
	HSBC		USD	252,140
	Katumandu Bank and others		NPR	85,289
Other guarantees	Korea Exchange Bank and others		KRW	9,503
	BNP Paribas and others		USD	1,409,500
	HSBC		INR	157,830

Overdraft and Others


Description	Financial Institutions	Credit Lines
		(In millions of Won or thousands of US$)
Overdraft	Nonghyup Bank and others		KRW	2,125,000
Commercial paper	Korea Exchange Bank and others		KRW	1,129,000
Limit amount available for card	Hana Bank and others		KRW	71,500
Loan limit	Hana Bank and others		KRW	195,996
	BNP Paribas and others		USD	2,646,059
Repayment guarantees for foreign currency debentures	Korea Development Bank		USD	420,009

We have provided a repayment guarantee of US$58 million to Sumitomo Mitsui Banking Corporation and other financial institutions and a guarantee on interest swap agreement of US$1.5 million to Sumitomo Mitsui Banking Corporation in relation to the UAE Shuweihat S3 project.

We provided a performance guarantee to Kookmin Bank related to a construction contract. Such guarantee is not recognized as a provision for financial guarantee because such performance guarantee does not meet the definition of a financial guarantee contract under IFRS.

100

Existing guarantees provided by us to our associates and joint ventures as of December 31, 2013 are as follows:

Primary Guarantor
(Providing Company)

Secondary Guarantor
(Provided Company)

Type of
Guarantees

Foreign
Currency

Credit Limit

Guarantee (Final
Provided Company)

KEPCO

KEPCO SPC Power Corporation

Debt guarantees

USD

189,565

SMBC and others

KEPCO

Shuweihat Asia Power Investment B.V.

Performance guarantees

USD

17,900

ADWEA

KEPCO

Shuweihat Asia O&M Co, Ltd.

Performance guarantees

USD

11,000

ADWEA

KEPCO

KNOC Nigerian East Oil Co., Ltd. and KNOC Nigerian West Oil Co., Ltd.

Performance guarantees

USD

34,650

Korea National Oil Corporation (Nigerian government)

KEPCO

Amman Asia Electric Power Company

Performance guarantees

USD

19,800

Standard Chartered Bank

KOWEPO

Cheongna Energy Co., Ltd.

Collateralized money invested

KRW

42,646

Hana Bank, Korea Exchange Bank

Guarantees for supplemental funding

—

KOWEPO

Xe-Pian Xe-Namnoy Power Co., Ltd.

Performance guarantees

USD

2,310

Krung Thai Bank

Collateralized money invested

USD

16,934

KOWEPO

Rabigh O&M Co., Ltd.

Performance guarantees

SAR

4,800

Saudi Arabia British Bank

KOWEPO

Deagu Photovoltaic Co., Ltd.

Collateralized money invested

KRW

1,229

Shinhan Capital Co., Ltd.

KOWEPO

Dongducheon Dream Power Co., Ltd.

Collateralized money invested

KRW

144,200

Kookmin Bank and others

KOWEPO

PT Mutiara Jawa

Collateralized money invested

USD

2,610

Shinhan Bank Singapore

EWP

Busan shinho Solar power Co., Ltd.

Collateralized money invested

KRW

2,100

KT Capital Co., Ltd.

EWP

STX Electric Power Co., Ltd.

Collateralized money invested

KRW

176,400

Korea Development Bank

EWP

Honam Wind Power Co., Ltd.

Collateralized money invested

KRW

3,600

Shinhan Bank and others

KOSPO

KNH Solar Co., Ltd.

Collateralized money invested

KRW

1,296

Shinhan Bank, Kyobo Life Insurance Co., Ltd.

Performance guarantees and guarantees for supplemental funding⁽¹⁾

—

101

Primary Guarantor
(Providing Company)

Secondary Guarantor
(Provided Company)

Type of
Guarantees

Foreign
Currency

Credit Limit

Guarantee (Final
Provided Company)

KOSPO

Daeryun Power Co., Ltd.

Collateralized money invested

KRW

25,477

Korea Development Bank, Dongbu Insurance Co., Ltd. and others

Guarantees for supplemental funding⁽¹⁾

—

KOSPO

Changjuk Wind Power Co., Ltd.

Collateralized money invested

KRW

3,801

Shinhan Bank, Woori Bank

Guarantees for supplemental funding⁽¹⁾

—

KOSPO

Busan Solar Co., Ltd.

Collateralized money invested

KRW

793

NH Bank

KOSPO

Taebaek Wind Power Co., Ltd.

Guarantees for supplemental funding⁽¹⁾

—

Shinhan Bank, Bank of Cheju

KOSPO

Daegu Green Power Co., Ltd.

Collateralized money invested

KRW

76,193

Korea Exchange Bank and others

Performance guarantees and guarantees for supplemental funding⁽¹⁾

—

KOSPO

KS Solar Corp. Ltd.

Collateralized money invested

KRW

637

Shinhan Capital Co., Ltd.

KOSPO

Jeonnam Solar
Co., Ltd.

Collateralized money invested

KRW

700

Shinhan Capital Co., Ltd.

KOSPO

Kelar S.A.

Performance guarantees

USD

13,000

Korea Exchange Bank

KEPCO E&C

DS Power Co., Ltd.

Collateralized money invested

KRW

2,900

Korea Exchange Bank

KOSPO

KRW

15,000

and Daewoo Securities Co., Ltd.

KEPCO E&C

Performance guarantees and guarantees for supplemental funding⁽¹⁾

—

KOSPO

—

KOMIPO

Hyundai Green Power Co., Ltd.

Collateralized money invested

KRW

87,003

Korea Development Bank and others

Guarantees for supplemental funding⁽¹⁾

—

KOMIPO

Gangwon Wind Power Co., Ltd.

Collateralized money invested

KRW

7,410

Industrial Bank of Korea

102

Primary Guarantor
(Providing Company)

Secondary Guarantor
(Provided Company)

Type of
Guarantees

Foreign
Currency

Credit Limit

Guarantee (Final
Provided Company)

KOMIPO

Cheonan Photovoltaic Power Co., Ltd.

Collateralized money invested

KRW

122

KT Capital Corporation

KOMIPO

Gumi-ochang Photovoltaic Power Co., Ltd.

Collateralized money invested

KRW

288

Shinhan Capital Co., Ltd.

KOMIPO

Chungbuk Photovoltaic Power Co., Ltd.

Collateralized money invested

KRW

166

KT Capital Corporation

KOMIPO

Golden Route J Solar Power Co., Ltd.

Collateralized money invested

KRW

Shinhan Capital Co., Ltd.

KOMIPO

PT. Cirebon Electric Power

Debt guarantees

USD

8,091

Hana Bank

KOMIPO

D Solarenergy Co., Ltd.

Collateralized money invested

KRW

400

Shinhan Capital Co., Ltd.

KOMIPO

Hyundai Asan Solar Power Co., Ltd.

Collateralized money invested

KRW

471

Shinhan Capital Co., Ltd.

KOSEP

Hyundai Energy Co., Ltd.

Collateralized money invested

KRW

71,070

Korea Development Bank and others

Performance guarantees and guarantees for supplemental funding⁽¹⁾

—

KOSEP

RES Technology AD

Collateralized money invested

KRW

15,595

Korea Development Bank and others

Debt guarantees

EUR

4,271

KOSEP

ASM-BG investicii AD

Collateralized money invested

KRW

16,101

Korea Development Bank and others

Debt guarantees

EUR

4,175

KOSEP

Express solar-light Power Generation Co., Ltd.

Collateralized money invested

KRW

3,132

Woori Bank and others

Guarantees for supplemental funding⁽¹⁾

—

KOSEP

S-Power Co., Ltd.

Collateralized money invested

KRW

108,000

Korea Development Bank and others

Performance guarantees and guarantees for supplemental funding⁽¹⁾

—

103

Primary Guarantor
(Providing Company)

Secondary Guarantor
(Provided Company)

Type of
Guarantees

Foreign
Currency

Credit Limit

Guarantee (Final
Provided Company)

KOSEP

YEONGAM Wind Power Co., Ltd.

Collateralized money invested

KRW

11,584

Kookmin Bank and others

Guarantees for supplemental funding⁽¹⁾

—

KOSEP

Coscon Photovoltaic Co., Ltd.

Collateralized money invested

KRW

245

Shinhan Capital Co., Ltd.

KOSEP

Yeonan Solar Co., Ltd.

Collateralized money invested

KRW

157

Shinhan Capital Co., Ltd.

KOSEP

Q1 Solar Energy Co., Ltd.

Collateralized money invested

KRW

1,005

Shinhan Bank and others

KOSEP

Best Solar Energy Co., Ltd.

Collateralized money invested

KRW

1,242

Shinhan Bank and others

KOSEP USA, INC.

KODE NOVUS II LLC

Guarantees for supplemental funding⁽¹⁾

—

Korea Development Bank and others

KOSEP USA, INC.

KODE NOVUS I LLC

Guarantees for supplemental funding⁽¹⁾

—

Daewoo Shipbuilding & Marine Engineering Co., Ltd.

KOSEP

Yeong Wol Energy Station Co., Ltd.

Collateralized money invested

KRW

462

Daewoo Securities Co., Ltd. and others

KHNP

KRW

1,400

KEPCO KPS

Incheon New Power Co., Ltd.

Collateralized money invested

KRW

461

Shinhan Bank

Guarantees for supplemental funding⁽¹⁾

—

Note:

(1)	We guarantee to provide supplemental funding for businesses in cases of excessive business expenses or insufficient repayment of borrowings.

Other than as described in this annual report and also in Notes 46 and 49 of the notes to our consolidated financial statements included in this annual report, we did not have any other material credit lines and guarantee commitments provided to any third parties as of December 31, 2013.

We are subject to legal proceedings. For a description of our legal proceedings, see Item 8A. “Consolidated Statements and Other Financial Information—Legal Proceedings.”

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Item 6A. Directors and Senior Management

Board of Directors

Under the KEPCO Act, the Public Agencies Management Act and our Articles of Incorporation, our board of directors, which is required to consist of not more than 15 directors, including the president, is vested with the authority over our management.

104

Pursuant to our Articles of Incorporation and the Public Agencies Management Act, we have two types of directors: standing directors (sangim-isa in Korean) and non-standing directors (bisangim-isa in Korean). The standing directors refer to our directors who serve their positions in full-time capacity. Many of our standing directors concurrently hold executive positions with us or our subsidiaries. The non-standing directors refer to our directors who do not serve their positions in full-time capacity. The non-standing directors currently do not hold any executive positions with us or our subsidiaries.

Under our Articles of Incorporation, there may not be more than seven standing directors, including our president, and more than eight non-standing directors. The number of standing directors, including our president, may not exceed the number of non-standing directors. A senior non-standing director appointed by the Ministry of Strategy and Finance becomes our chairman of the board following the review and resolution of the Public Agencies Operating Committee.

Our president is appointed by the President of the Republic upon the motion of the Ministry of Trade, Industry and Energy following the nomination by our director nomination committee, the review and resolution of the Public Agencies Operating Committee pursuant to the Public Agencies Management Act and an approval at the general meeting of our shareholders. Our controller & auditor general is appointed by the President of the Republic upon the motion of the Ministry of Strategy and Finance following the nomination by our director nomination committee, the review and resolution of the Public Agencies Operating Committee pursuant to the Public Agencies Management Act and an approval at the general meeting of our shareholders. Standing directors (other than our president and controller & auditor general) are appointed by our president with the approval at the general meeting of our shareholders.

On January 24, 2011, the Ministry of Trade, Industry and Energy changed the designation of our generation subsidiaries from “other public institutions” to “market-oriented public enterprises.” As “other public institutions” under the provisions of the Public Agencies Management Act, our generation subsidiaries were not subject to the same regulations applicable to us with regards to corporate governance matters such as the appointment and dismissal of directors and the composition of the boards of directors. However, as market-oriented public enterprises, our generation subsidiaries are currently subject to the same corporate governance rules applicable to us. All of our generation subsidiaries accordingly amended their respective articles of incorporation in 2011 and are currently generally subject to the same system of regulations applicable to us.

The non-standing directors must be appointed by the Ministry of Strategy and Finance following the review and resolution of the Public Agencies Operating Committee from a pool of candidates recommended by the director nomination committee and must have ample knowledge and experience in business management. Government officials that are not part of the teaching staff in national and public schools are ineligible to become our non-standing directors. Our president serves as our chief executive officer and represents us and administers our day-to-day business in all matters and bears the responsibility for the management’s performance. The term of our president is three years, while that of our directors is two years. According to the Public Agencies Management Act, our president’s term cannot be terminated unless done so by the President of the Republic pursuant to the Public Agencies Management Act or upon an event as specified in our Articles of Incorporation.

Attendance by a majority of the board members constitutes a voting quorum for our board meetings, and resolutions can be passed by a majority of the board members. In the event the president acts in violation of law or the Articles of Incorporation, is negligent in his duties, or otherwise is deemed to be significantly impeded in performing his official duties as chief executive officer, the board of directors may by resolution request the minister of the Ministry of Trade, Industry and Energy to dismiss or recommend the dismissal of the president.

Non-standing directors may request any information necessary to fulfill their duties from the chief executive officer, and except in special circumstances, the chief executive officer must comply with such request.

105

The names, titles and outside occupations, if any, of the directors as of April 17, 2014 and the respective years in which they took office are set forth below.


Name	Age	Title	Outside Occupation	Position Held Since
Cho, Hwan-Eik	(64)	President, Chief Executive Officer and Standing Director	None	December 17, 2012
Ahn, Hong-Ryoul	(55)	Standing Director and Member of the Audit Committee	Auditor at Korea Hemophilia Foundation	December 27, 2013
Park, Kyu-Ho	(56)	Standing Director and Executive Vice President of Domestic Operations	None	June 18, 2013
Park, Jung-Keun	(57)	Standing Director and Executive Vice President of Overseas Operations	None	October 29, 2013
Baek, Seung-Jung	(58)	Standing Director and Executive Vice President & Chief Financial Officer	None	June 18, 2013
Kim, Byung-Sook	(56)	Standing Director and Executive Vice President & Chief Technology Officer	None	June 18, 2013
Koo, Bon-Woo	(58)	Standing Director and Executive Vice President & Chief Power Grid Officer	None	February 20, 2012
Chung, Hae-Joo	(71)	Non-Standing Director	Chairman of the Board, Korea Testing & Research Institute	June 30, 2011
Kim, Jung-Hyun	(58)	Non-Standing Director	Professor, Yonsei University	June 13, 2012
Yim, Chu-Hwan	(65)	Non-Standing Director	Visiting Professor, Korea University	October 19, 2012
Shin, Il-Soon	(66)	Non-Standing Director	Policy advisor of New Frontier Party	April 11, 2011
Nam, Dong-Kyoon	(61)	Non-Standing Director	Standing Auditor, BC Card	October 24, 2011
Lee, Kang-Hee	(72)	Non-Standing Director	Member of the Incheon City Advisory Committee	March 14, 2014
Cho, Jeon-Hyeok	(54)	Non-Standing Director and member of the Audit Committee	Professor of economics, Myungji University	March 14, 2014
Choi, Gyo-Il	(52)	Non-Standing Director and member of the Audit Committee	Attorney, Choi, Gyo-Il Law Firm	March 14, 2014

Cho, Hwan-Eik has been our President, Chief Executive Officer and Standing Director since December 17, 2012. Prior to his current position, he served as Chair-professor at Hanyang University, President of the Korea Trade-Investment Promotion Agency, CEO of Korea Export Insurance Corporation and Vice Minister of the Ministry of Commerce. Mr. Cho received a Ph.D. in business administration from Hanyang University.

Ahn, Hong-Ryoul has been our Standing Director and member of the Audit Committee since December 27, 2013. Mr. Ahn currently serves as auditor of Korea Hemophilia Foundation. Prior to his current position, he served as attorney at Ahn, Hong-Ryoul Law Firm and public prosecutor at Busan District Public Prosecutor’s Office. Mr. Ahn received a B.A. in law from Seoul National University.

106

Park, Kyu-Ho has been our Standing Director since June 18, 2013. Mr. Park also currently serves as our Executive Vice President of Domestic Operations and previously served as our Chief Financial Officer, Vice President of Busan District Division and Head of our Beijing office. Mr. Park received an M.B.A. from Korea University.

Park, Jung-Keun has been our Standing Director since October 29, 2013. Mr. Park also currently serves as our Executive Vice President of Overseas Operations and previously served as our Vice President of Personnel & General Affairs Department, Vice President of International Strategy Office and Vice President of Procurement & Contract Department. Mr. Park received a B.A. in economics from Chung-Ang University.

Baek, Seung-Jung has been our Standing Director since June 18, 2013. Mr. Baek also currently serves as our Executive Vice President and Chief Financial Officer and previously served as Chief Human Resources Officer, Vice President of Audit & Inspection Office and Vice President of Daegu-Gyeongbuk District Division. Mr. Baek received an M.A. in economics from Kyungpook National University.

Kim, Byung-Sook has been our Standing Director since June 18, 2013. Mr. Kim also currently serves as our Executive Vice President and Chief Technology Officer and previously served as the Vice President of KEPCO Research Institute, Vice President of Technology Policy & Planning Department and Vice President of Distribution Construction Department. Mr. Kim received a Ph.D in electrical engineering from Chonbuk National University.

Koo, Bon-Woo has been our Standing Director since February 20, 2012. Mr. Koo also currently serves as our Executive Vice President and Chief Power Grid Officer and previously served as our Executive Vice President and Chief Operating Officer and Vice President of Transmission Operation Department. Mr. Koo received a B.S. in electrical engineering from Chung-Ang University.

Chung, Hae-Joo has been our Non-Standing Director since June 30, 2011. Mr. Chung is currently the chairman of the board of Korea Testing & Research Institute. Mr. Chung received a B.A. in law from Seoul National University and completed a public policy course at Seoul National University Graduate School of Public Administration.

Kim, Jung-Hyun has been our Non-Standing Director since June 13, 2012. Mr. Kim previously served as a professor of chemical and biomolecular engineering at Yonsei University. Mr. Kim received an M.A. in chemical and biomolecular engineering from Yonsei University and a Ph.D in polymer engineering from Lehigh University.

Yim, Chu-Hwan has been our Non-Standing Director since October 19, 2012. Mr. Yim previously served as a visiting professor of electronics and information engineering at Korea University. Mr. Yim received an M.A. in industrial education from Seoul National University and a Ph.D in telecommunication system from Braunschweig University.

Shin, Il-Soon has been our Non-Standing Director since April 11, 2011. Mr. Shin is currently a policy advisor to the New Frontier Party. Mr. Shin received a B.S. in electrical engineering from U.S. Military Academy (West Point), an M.A. in military art and science from the United States Army Command and General Staff College and an M.A. in business administration from Kyungnam University.

Nam, Dong-Kyoon has been our Non-Standing Director since October 24, 2011. Mr. Nam is currently a standing auditor of BC Card. Mr. Nam previously served as the Vice Mayor for Political Affairs, Daegu Metropolitan City. Mr. Nam received an M.A. in economics from Vanderbilt University.

Lee, Kang-Hee has been our Non-Standing Director since February 14, 2014. Mr. Lee is currently a member of the Incheon City Advisory Committee. Mr. Lee previously served as a member of the National Assembly for two terms and a member of the Advisory Board on Democratic Peaceful Unification.

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Cho, Jeon-Hyeok has been our Non-Standing Director since February 14, 2014. Mr. Choi is currently Professor of economics at College of Liberal Arts, Myungji University. Mr. Choi previously served as a Professor of the Department of Economics at National University of Incheon and Chief Executive Officer of Naeil Venture Capital. Mr. Cho received a Ph.D in economic theory and financial economics from University of Wisconsin at Madison.

Choi, Gyo-Il has been our Non-Standing Director since February 14, 2014. Mr. Choi is currently an attorney-at-law at Choi, Gyo-Il law Firm. Mr. Choi previously served as Chief Public Prosecutor at the Seoul Prosecutor’s Office and Deputy Minister at the Ministry of Justice. Mr. Lee received an LL.B in law from Korea University.

The business address of our directors is 512 Yeongdongdaero, Gangnam-Gu, Seoul, Korea.

Audit Committee

Under the Public Agencies Management Act, which took effect as of April 1, 2007, we are designated as a “market-oriented public enterprises” and, as such, are required to establish an audit committee in lieu of the pre-existing board of auditors upon expiration of the term of the last remaining member of the board of auditors. In September 2007, we amended our Articles of Incorporation to establish, in lieu of the pre-existing board of auditors, an audit committee meeting the requirements under the Sarbanes-Oxley Act. Under the Public Agencies Management Act, the Korean Commercial Code and the amended Articles of Incorporation, we are required to maintain an audit committee consisting of three members, of which not less than two members are required to be the non-standing directors. The roles and responsibilities of our audit committee members are to perform the functions of an audit committee meeting the requirements under the Sarbanes-Oxley Act. Our audit committee was established on December 8, 2008.

Our audit committee currently consists of Ahn, Hong-Ryoul, a standing director, and Cho, Jeon-Hyeok and Choi, Gyo-Il, both non-standing directors. All such members of the audit committee are independent within the meaning of the Korea Stock Exchange listing standards, the regulations promulgated under the Korean Commercial Code and the New York Stock Exchange listing standards.

Item 6B. Compensation

In 2013, the aggregate amount of remuneration paid and accrued to our directors and executive officers in the aggregate was Won 5,951 million. The aggregate amount accrued in 2013 to provide retirement and severance benefits for our directors and executive officers was Won 396 million.

Item 6C. Board Practices

Under the Public Agencies Management Act and our Articles of Incorporation, the term of office for our directors and executive officers appointed after April 1, 2007 is three years for the president and two years for other executive officers. The officers and the directors may be reappointed for an additional term of one year. In order to be reappointed, the president must be evaluated on the basis of his management performance; a standing director, on the basis of the performance of the duties for which he was elected to perform, or if the standing director has executed an incentive bonus contract, on the basis of his performance under the contract; and a non-standing director, on the basis of his performance of the duties for which he was elected to perform.

Our board currently does not maintain a compensation committee. See Item 16G. “Corporate Governance.” However, we currently maintain an audit committee meeting the requirements of the Sarbanes-Oxley Act to perform the roles and responsibilities of the compensation committee. Prior to the establishment of the audit committee on December 8, 2008 pursuant to the Public Agencies Management Act, we maintained a board of auditors, which performed the roles and responsibilities required of an audit committee under the Sarbanes-Oxley Act, including the supervision of the financial and accounting audit by the independent registered public accountants.

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The president’s management contract includes benefits upon termination of his employment. The amount for termination benefits payable equals the average value of compensation for one month times the number of years the president is employed by us, provided that the president is only eligible for termination benefits after more than one year of continuous service.

The termination benefits for standing directors are determined in accordance with our internal regulations for executive compensation. Standing directors are only eligible for benefits upon termination of employment or death following one year of continuous service.

See also Item 16G. “Corporate Governance” for a further description of our board practices.

Item 6D. Employees

As of December 31, 2013, we and our generation subsidiaries had a total of 39,566 regular employees and 1,997 non-regular employees, almost all of whom are employed within Korea. Approximately 10.4% of our regular employees (including employees of our generation subsidiaries) are located at our head office in Seoul.

The following table sets forth the number of and other information relating to our regular employees, not including directors or senior management, as of December 31, 2013.


	KEPCO			KHNP			KOSEP			KOMIPO			KOWEPO			KOSPO			EWP			Total
Regular Employees
Administrative		4,577			862			270			254			267			252			254			6,736
Engineers		9,435			7,727			1,582			1,772			1,611			1,573			1,856			25,556
Others		5,632			960			166			174			126			126			90			7,274
Total		19,644			9,549			2,018			2,200			2,004			1,951			2,200			39,566
Head Office Employees		1,567			1,109			351			234			293			272			293			4,119
% of total		8	%		11.6	%		17.4	%		10.6	%		14.6	%		13.9	%		13.3	%		10.4	%
Members of Labor Union		14,672			6,013			1,395			1,433			1,305			1,277			1,501			27,596
% of total		75	%		63.0	%		69.1	%		65.1	%		65.1	%		65.5	%		68.2	%		69.7	%

We and each of our generation subsidiaries have separate labor unions. Approximately 69.7% of our and our generation subsidiaries’ employees in the aggregate are members of these labor unions, each of which negotiates a collective bargaining agreement for its members each year. Under applicable Korean law, an employee-employer cooperation committee, which is composed of eight representatives of management and eight representatives of labor, is required to be, and has been, established at the holding company and at each of our generation subsidiaries. The committee meets periodically to discuss various labor issues.

Since our formation in 1981, our businesses had not been interrupted by any work stoppages or strikes except in early 2002, when employees belonging to our five thermal generation subsidiaries went on strike for six weeks to protest the Government’s decision to privatize such thermal generation subsidiaries according to the Restructuring Plan, which privatization plan has since been suspended indefinitely. See Item 3D. “Risk Factors—Risks Relating to KEPCO—The Government may adopt policy measures to substantially restructure the Korean electric power industry or our operational structure, which may have a material adverse effect on our business, operations and profitability.”

We believe our relations with our employees are generally good.

Item 6E. Share Ownership

None of our directors and members of our administrative, supervisory or management bodies own more than 0.1% of our common stock.

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ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Item 7A. Major Shareholders

The following table sets forth certain information relating to certain owners of our capital stock as of February 17, 2014, the date we last closed our shareholders’ registry:


Title of Class	Identity of Person or Group	Shares Owned		Percentage of Class⁽¹⁾ (%)
Common stock	Government		135,917,118		21.2
	Korea Finance Corporation⁽²⁾		192,159,940		29.9
	Subtotal		328,077,058		51.1
	National Pension Corporation		41,775,649		6.5
	KEPCO (held in the form of treasury stock)		18,929,995		2.9
	Employee Stock Ownership Association		—		—
	Directors and executive officers as a group		—		—
	Public (non-Koreans)		150,612,232		23.5
	Common shares		118,634,815		18.5
	American depositary shares		31,977,417		5.0
	Public (Koreans)		102,569,143		16.0

	Total		641,964,077		100.00

Notes:

(1)	Percentages are based on issued shares of common stock (including treasury stock).

(2)	Korea Finance Corporation is a Government-controlled entity.

All of our shareholders have equal voting rights. See Item 10B. “Memorandum and Articles of Incorporation—Description of Capital Stock—Voting Rights.”

Item 7B. Related Party Transactions

We are engaged in a variety of transactions with our affiliates. We have related party transactions with Government-controlled entities such as Korea Gas Corporation, our consolidated subsidiaries and our equity investees. In addition, we engage in related party transactions with Korea Finance Corporation, one of our major shareholders. See Note 46 of the Notes to our consolidated financial statements included in this annual report for a description of transaction and balances with our related parties.

In the past three years, our related party transactions principally consisted of purchases of LNG from Korea Gas Corporation, sales of electricity to Korea District Heating Co., Ltd., and long-term borrowings from Korea Finance Corporation. In 2011, 2012 and 2013, we and our generation subsidiaries purchased LNG from Korea Gas Corporation in the aggregate amount of Won 9,377 billion, Won 11,645 billion and Won 12,937 billion, respectively. As of December 31, 2013, we had long-term borrowings from Korea Finance Corporation in the aggregate amount of Won 2,300 billion.

We also engage in extensive transactions with our consolidated generation subsidiaries, including the purchase of electricity from them through Korea Power Exchange, sales of electricity to them, payment and receipt of commissions for services and receivables and payables transactions. These are eliminated in the consolidation process. We also provide guarantees for certain of our affiliates. See Item 5F. “Tabular Disclosure of Contractual Obligations—Overdraft and Others.” We also have certain relationships with the Korea Power Exchange. See Item 4B. “Business Overview—Purchase of Electricity—Cost-based Pool System.”

For a further description of our transactions with our affiliates, see Note 46 of the Notes to our consolidated financial statements included in this annual report.

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Item 7C. Interests of Experts and Counsel

Not Applicable

ITEM 8.

FINANCIAL INFORMATION

Item 8A. Consolidated Statements and Other Financial Information

We prepare our consolidated financial statements in compliance with requirements under Item 18. “Financial Statements.”

Legal Proceedings

As of December 31, 2013, we, including our generation subsidiaries, were engaged in 597 lawsuits as the defendant and 119 lawsuits as the plaintiff. As of the same date, the total amount of damages claimed against us was Won 402 billion, for which we have made a provision of Won 24 billion as of December 31, 2013, and the total amount claimed by us was Won 109 billion as of December 31, 2013. While the outcome of any of these lawsuits cannot presently be determined with certainty, our management currently believes that the final results from these lawsuits will not have a material adverse effect on our liquidity, financial position or results of operation.

The following are potentially significant claims pertaining to us and our subsidiaries.

In 2009, we entered into a contract with LS Cable & System Ltd. (“LS Cable”) under which LS Cable agreed to install submarine cables in an area between Jindo and Jeju Island. LS Cable & System Ltd. notified us of the completion of construction and requested the issuance of a certificate of completion. We however disagreed that LS Cable had completed construction in accordance with the conditions of the contract, rejected the goods delivered and refused to pay LS Cable the contracted amount. In April 2013, LS Cable filed for arbitration with the Korean Commercial Arbitration Board seeking Won 194 billion in total from us in relation to unpaid invoices under the contract and extra payments relating to claims of rejecting the test on completion and the goods delivered. Our management currently believes that we are not presently obligated to make any payments in relation to this matter and we accordingly had not made any provision in relation thereto as of December 31, 2013 based on the view that LS Cable did not fully perform its obligations according to the contract terms and further that it is not possible to reasonably estimate the amount of potential loss since the Korean Commercial Arbitration Board is in the early stages of examining the facts of the case, including by hiring third-party experts.

In January 2013, Korea Nuclear Technology Co., Ltd. (“KNT”) initiated litigation against KHNP based on the claim that KNT had a right to supply KHNP with passive autocatalytic recombiners (“PARs”), which had been developed under a cooperative research and development agreement between KNT and KHNP through a contract to be negotiated between the two parties without being required to undergo an open bidding process for a period of three years, but that KHNP selected a third party to supply the PARs following an open bidding process. The claimed amount of damages and compensation was Won 6.9 billion. In October 2013, the lower court ruled against KNT based on the principles of freedom of contract and the preference for competitive bidding. In December 2013, KNT filed for an appeal. Our management currently believes that we are not presently obligated to make any payments in relation to this matter and we accordingly had not made any provision in relation thereto as of December 31, 2013, based on the view that KHNP was not legally obligated to enter into a contract with KNT for the supply of PARs, which view has been supported by the lower court ruling.

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spite of invalidity of such agreements, employees shall not retroactively claim additional wages incurred due to such court decision, in case that such claims bring to employees unexpected benefits which substantially exceeds the wage level agreed by employers and employees and cause an unpredicted increase in expenditures for their company, which would lead the company to material managerial difficulty or would threat to the existence of the company. In that case, the claim is not acceptable since it is unjust and is in breach of the principle of good faith. Prior to such Supreme Court ruling, we determined wages in accordance with budget instructions from the Ministry of Strategy and Finance, which excluded bonuses from ordinary wages and which was determined with the consent of the relevant labor unions. Following the Supreme Court decision, the Korea Power Plant Industry Union and others filed lawsuits in an aggregate amount of Won 44.6 billion against our six generation subsidiaries, based on claims that ordinary wage was paid without including certain items that should have been included as ordinary wage. Our management currently believes that we are not presently obligated to make any payments in relation to this matter and we accordingly had not made any provision in relation thereto as of December 31, 2013 since it is unclear how the Supreme Court ruling should be applied and it is not possible to reasonably estimate the amount of potential loss since such amount will depend on the nature of the future agreement between management and relevant labor unions and/or the outcome of the foregoing or related lawsuits.

In addition, our generation subsidiaries, currently and from time to time, are involved in lawsuits incidental to the conduct of their business. A significant number of such lawsuits are based on the claim that the construction and operation of the electricity generation units owned by our generation subsidiaries have impaired neighboring fish farms. Our generation subsidiaries normally pay compensation to the members of fishery associations near our power plant complex for expected losses and damages arising from the construction and operation of their power plants in advance. Despite such compensation paid by us, a claim may still be filed against our generation subsidiaries challenging the compensation paid by us. We do not believe such claims or proceedings, individually or in the aggregate, have had or will have a material adverse effect on us and our generation subsidiaries. However, we cannot assure you that this will be the case in the future, given the possibility that we may become subject to more litigation and lawsuits arising from changes in the environmental laws and regulations applicable to us and our generation subsidiaries and people’s growing demand for more compensation.

Dividend Policy

For our dividend policy, see Item 10B. “Memorandum and Articles of Incorporation—Description of Capital Stock—Dividend Rights.” For a description of the tax consequences of dividends paid to our shareholders, see Item 10E. “Taxation—Korean Taxes—Shares or ADSs—Dividends on the Shares of Common Stock or ADSs” and Item 10E. “Taxation—U.S. Federal Income and Estate Tax Consideration for U.S. Persons—Tax Consequences with Respect to Common Stock and ADSs—Distributions on Common Stock or ADSs.”

Item 8B. Significant Changes

Not Applicable

ITEM 9.

THE OFFER AND LISTING

Item 9A. Offer and Listing Details

Notes

We have issued the following registered notes and debentures, which are traded principally in the over-the-counter market:

•

7.40% Amortizing Debentures, due April 1, 2016 (the “7.40% Debentures”);

•

7.95% Zero-To-Full Debentures, due April 1, 2096 (the “7.95% Debentures”);

•

6% Debentures due December 1, 2026, (the “6% Debentures”);

•

7% Debentures due February 1, 2027 (the “7% Debentures”); and

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•

6-3/4% Debentures due August 1, 2027 (the “6-3/4% Debentures,” and together with the 7.40% Debentures, the 7.95% Debentures, the 6% Debentures and the 7% Debentures, the “Registered Debt Securities”).

Sales prices for the Registered Debt Securities are not regularly reported on any United States securities exchange or other United States securities quotation service.

Share Capital

The principal trading market for our common stock is the Korea Exchange. Our common stock is also listed on the New York Stock Exchange in the form of ADSs. The ADSs have been issued by JPMorgan Chase Bank as depositary and are listed on the New York Stock Exchange under the symbol “KEP.” One ADS represents one-half of one share of our common stock. As of February 17, 2014, the date we last closed our shareholders’ registry, 63,954,834 ADSs representing 5.0% shares of our common stock were outstanding.

Common Stock

Shares of our common stock are listed on the KRX KOSPI Market of the Korea Exchange. The table below shows the high and low closing prices on the KRX KOSPI Market of the Korea Exchange for our common stock since 2009.


	Price
Period	High		Low
	(In Won)
2009
First Quarter		32,500		23,000
Second Quarter		30,600		25,700
Third Quarter		35,800		28,000
Fourth Quarter		35,700		31,550
2010
First Quarter		41,600		33,800
Second Quarter		36,600		30,700
Third Quarter		33,600		28,800
Fourth Quarter		32,700		27,700
2011
First Quarter		30,050		25,800
Second Quarter		30,000		25,600
Third Quarter		28,400		20,450
Fourth Quarter		27,150		20,650
2012
First Quarter		27,900		22,250
Second Quarter		25,850		21,450
Third Quarter		27,900		23,750
Fourth Quarter		30,450		26,200
2013
First Quarter		34,850		29,000
Second Quarter		32,600		24,850
Third Quarter		30,700		26,350
Fourth Quarter		34,750		27,250
2014
First Quarter (through April 11)
January		36,400		33,400
February		37,600		34,900
March		37,800		36,250
April (through April 11)		39,700		37,100

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ADSs

The table below shows the high and low trading prices on the New York Stock Exchange for the outstanding ADSs since 2009. Each ADS represents one-half of one share of our common stock.


	Price
Period	High		Low
	(In US$)
2009
First Quarter		12.38		6.90
Second Quarter		12.37		9.34
Third Quarter		15.24		10.99
Fourth Quarter		15.25		13.52
2010
First Quarter		17.89		14.86
Second Quarter		16.55		12.70
Third Quarter		14.19		12.28
Fourth Quarter		14.54		11.91
2011
First Quarter		13.48		11.39
Second Quarter		13.74		11.86
Third Quarter		13.35		8.50
Fourth Quarter		11.55		8.25
2012
First Quarter		12.45		9.73
Second Quarter		11.18		9.36
Third Quarter		12.42		10.37
Fourth Quarter		13.97		11.65
2013
First Quarter		16.35		13.04
Second Quarter		14.70		10.70
Third Quarter		14.59		11.45
Fourth Quarter		16.61		12.77
2014
First Quarter (through April 11)
January		17.30		15.51
February		17.63		16.08
March		17.75		16.81
April (through April 11)		19.07		17.66

Item 9B. Plan of Distribution

Not Applicable

Item 9C. Markets

The Korea Exchange

The Korea Exchange began its operations in 1956, originally under the name of the Korea Stock Exchange. On January 27, 2005, pursuant to the Korea Securities and Futures Exchange Act, the Korea Exchange was officially created through the consolidation of the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc., or KOSDAQ, and the KOSDAQ Committee within the Korea Securities Dealers Association, which was in charge of the management of the KOSDAQ. The KRX KOSPI Market of the Korea Exchange, formerly the Korea Stock Exchange, has a single trading floor located in Seoul. The Korea Exchange

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is a limited liability company, the shares of which are held by (i) securities companies and futures companies that were the members of the Korea Stock Exchange or the Korea Futures Exchange and (ii) the shareholders of the KOSDAQ.

As of March 31, 2014 the aggregate market value of equity securities listed on the KOSPI of the Korea Exchange was approximately Won 1,182,488 billion. The average daily trading volume of equity securities for the first quarter of 2014 was approximately 238 million shares with an average transaction value of Won 3,752 billion.

The Korea Exchange has the power in some circumstances to suspend trading of shares of a given company or to de-list a security. The Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semi-annually and quarterly and to release immediately all information that may affect trading in a security.

The Government has in the past exerted, and continues to exert, substantial influence over many aspects of the private sector business community which can have the intention or effect of depressing or boosting the market. In the past, the Government has informally both encouraged and restricted the declaration and payment of dividends, induced mergers to reduce what it considers excess capacity in a particular industry and induced private companies to publicly offer their securities.

The Korea Exchange publishes the Korea Composite Stock Price Index, or KOSPI, every thirty seconds, which is an index of all equity securities listed on the KRX KOSPI Market of the Korea Exchange. On January 1, 1983, the method of computing KOSPI was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.

Movements in KOSPI in the past five years are set out in the following table:


	Opening		High		Low		Closing
2009		1,157.4		1,718.9		1,018.8		1,682.8
2010		1,696.1		2,043.5		1,552.8		2,043.5
2011		2,070.1		2,228.9		1,706.2		1,825.7
2012		1,826.4		2,049.3		1,769.3		1,982.3
2013		2,031.1		2,059.6		1,780.6		2,011.3
2014 (through April 11)		1,967.2		2,008.6		1,886.9		1,997.4

Source: The Korea Exchange

Shares are quoted “ex-dividend” on the first trading day of the relevant company’s accounting period; since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between its closing level at the end of one calendar year and its opening level at the beginning of the following calendar year.

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” upward and downward movements in share prices of any category of shares on any day are limited under the rules of the Korea Exchange to 15% of the previous day’s closing price of the shares, rounded down as set out below:


Previous Day’s Closing Price (Won)	Rounded Down to (Won)
less than 5,000	￦	5
5,000 to less than 10,000		10
10,000 to less than 50,000		50
50,000 to less than 100,000		100
100,000 to less than 500,000		500
500,000 or more		1,000

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As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.

Due to deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the Korea Exchange by the securities companies. In addition, a securities transaction tax will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares. A special agricultural and fishery tax of 0.15% of the sales prices will also be imposed on transfer of these shares and securities on the Korea Exchange. See Item 10E. “Taxation—Korean Taxes.”

The number of companies listed on the KRX KOSPI Market of the Korea Exchange since 2009, the corresponding total market capitalization at the end of the periods indicated and the average daily trading volume for those periods are set forth in the following table:


Year	Number of Listed Companies		Total Market Capitalization on the Last Day for Each Period				Average Daily Trading Volume, Value
Year	Number of Listed Companies		(Millions of Won)		(Thousands of U.S. dollars)⁽¹⁾		(Thousands of Shares)		(Millions of Won)		Thousands of U.S. dollars)⁽¹⁾
2009		770		887,935,183		760,478,917		485,657		5,795,552		4,963,645
2010		777		1,141,885,458		1,002,621,352		380,859		5,619,768		4,934,382
2011		791		1,041,999,162		903,493,594		353,759		6,883,146		5,968,218
2012		784		1,154,294,166		1,077,671,708		486,480		4,823,643		4,503,448
2013		777		1,185,973,724		1,123,826,138		328,325		3,993,422		3,784,158
2014 (through March 31)		775		1,182,487,723		1,106,369,501		238,476		3,752,227		3,510,691

Source: The Korea Exchange

Note:

(1)	Converted at the Concentration Base Rate of the Bank of Korea or the market average exchange rate as announced by Seoul Money Brokerage Services, Ltd. in Seoul, as the case may be, at the end of the periods indicated.

The Korean securities markets are principally regulated by the Financial Services Commission and the Financial Investment Services and Capital Markets Act. The law imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.

Protection of Customer’s Interest in Case of Insolvency of Financial Investment Companies with a Brokerage License

Under Korean law, the relationship between a customer and a financial investment company with a brokerage license in connection with a securities sell or buy order is deemed to be consignment, and the securities acquired by a consignment agent (i.e., the financial investment company with a brokerage license) through such sell or buy order are regarded as belonging to the customer insofar as the customer and the consignment agent’s creditors are concerned. Therefore, in the event of bankruptcy or reorganization procedures involving a financial investment company with a brokerage license, the customer of such financial investment company is entitled to the proceeds of the securities sold by such financial investment company.

When a customer places a sell order with a financial investment company with a brokerage license which is not a member of the Korea Exchange and this financial investment company places a sell order with another

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financial investment company with a brokerage license which is a member of the Korea Exchange, the customer is still entitled to the proceeds of the securities sold received by the non-member company from the member company regardless of the bankruptcy or reorganization of the non-member company.

Likewise, when a customer places a buy order with a non-member company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from the member company, because the purchased securities are regarded as belonging to the customer insofar as the customer and the non-member company’s creditors are concerned.

Under the Financial Investment Services and Capital Markets Act, the Korea Exchange is obliged to indemnify any loss or damage incurred by counterparty as a result of a breach by its members. If a financial investment company with a brokerage license which is a member of the Korea Exchange breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member.

As the cash deposited with a financial investment company with a brokerage license is regarded as belonging to such financial investment company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the financial investment company with a brokerage license if a bankruptcy or reorganization procedure is instituted against such financial investment company and, therefore, can suffer from loss or damage as a result. However, the Depositor Protection Act provides that Korean Deposit Insurance Corporation will, upon the request of the investors, pay investors up to Won 50 million per depositor per financial institution in case of the such financial investment company’s bankruptcy, liquidation, cancellation of securities business license or other insolvency events (collectively, the “Insolvency Events”). Pursuant to the Financial Investment Services and Capital Markets Act, subject to certain exceptions, financial investment companies with a brokerage license are required to deposit the cash received from their customers with the Korea Securities Finance Corporation, a special entity established pursuant to the Financial Investment Services and Capital Markets Act. Set-off or attachment of cash deposits by financial investment companies with a brokerage license is prohibited. The premiums related to this insurance under the Depositor Protection Act are paid by financial investment companies with a brokerage license.

Item 9D. Selling Shareholders

Not Applicable

Item 9E. Dilution

Not Applicable

Item 9F. Expenses of the Issue

Not Applicable

ITEM 10. ADDITIONAL INFORMATION

Item 10A. Share Capital

Not Applicable

Item 10B. Memorandum and Articles of Incorporation

Set forth below is information relating to our capital stock, including brief summaries of material provisions of our Articles of Incorporation, the KEPCO Act, the Financial Investment Services and Capital Markets Act, the

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Korean Commercial Code and certain related laws of Korea, all currently in effect. The following summaries are qualified in their entirety by reference to our Articles of Incorporation and the applicable provisions of the KEPCO Act, Financial Investment Services and Capital Markets Act, the Korean Commercial Code, the Public Agencies Management Act and certain related laws of Korea. In November 2013 we most recently amended our Articles of Incorporation to reflect the amendments to a regulation promulgated under the Public Agencies Management Act.

Objects and Purposes

We are a statutory juridical corporation established under the KEPCO Act for the purpose of ensuring “stabilization of the supply and demand of electric power, and further contributing toward the sound development of the national economy through expediting development of electric power resources and carrying out proper and effective operation of the electricity business.” The KEPCO Act and our Articles of Incorporation contemplate that we engage in the following activities:

development of electric power resources;

generation, transmission, transformation and distribution of electricity and other related business activities;

research and development of technology related to the businesses mentioned in items 1 and 2;

overseas businesses related to the businesses mentioned in items 1 through 3;

investments or contributions related to the businesses mentioned in items 1 through 4;

businesses incidental to items 1 through 5;

Development and operation of certain real estate held by us to the extent that:

other activities entrusted by the Government.

Our registered name is “Hankook Chollryuk Kongsa” in Korean and “Korea Electric Power Corporation” in English. Our registration number in the commercial registry office is 114671-0001456.

Directors

Under the KEPCO Act and our Articles of Incorporation, our board of directors consists of our president, standing directors and non-standing directors. A majority of the board members constitutes a voting quorum, and resolutions will be passed by a majority of the board members. Directors who have an interest in certain agenda proposed to the board may not vote on such issues.

The standards of remuneration for our officers, including directors, shall be determined by a resolution of the board of directors, provided that the maximum amount of remuneration to be paid to our officers shall be determined by shareholder resolution and provided that the remuneration standards for the president and standing directors shall be determined by board resolution in accordance with the guideline thereon established by the minister of the Ministry of Strategy and Finance through review and resolution of our management committee. Directors who have an interest may not participate in the meeting of the board of directors for determining the remuneration for officers.

Neither the KEPCO Act nor our Articles of Incorporation have provisions relating to (i) borrowing powers exercisable by the directors and how such borrowing powers can be varied, (ii) retirement or non-retirement of directors under an age limit requirement, or (iii) the number of shares required for a director’s qualification.

Share Capital

Currently, our authorized share capital is 1,200,000,000 shares, which consists of shares of common stock and shares of non-voting preferred stock, par value Won 5,000 per share. Under our Articles of Incorporation, we are authorized to issue up to 150,000,000 non-voting preferred shares. As of February 17, 2014, the last day on

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which the shareholder registry was closed for purposes of identifying shareholders of record, 641,964,077 common shares were issued and no non-voting preferred shares have been issued. As of December 31, 2013, we held 18,929,995 shares of our common stock as treasury stock. All of the issued and outstanding common shares are fully-paid and non-assessable and are in registered form. Share certificates are issued in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Description of Capital Stock

Dividend Rights

Under the KEPCO Act, we are authorized to pay preferential dividends on our shares held by public shareholders as opposed to those held by the Government. Dividends to public shareholders are distributed in proportion to the number of shares of the relevant class of capital stock owned by each public shareholder following approval by the shareholders at a general meeting of shareholders. Korea Finance Corporation may receive dividends in proportion to the numbers of our shares held by them. Under the Korean Commercial Code and our Articles of Incorporation, we will pay full annual dividends on newly issued shares.

Under our Articles of Incorporation, holders of non-voting preferred shares (of which there are currently none) are entitled to receive an amount not less than 8% of their par value as determined by a resolution of the board of directors at the time of their issuance. However, if the dividends on our common shares exceed the dividends on our non-voting preferred shares, the holders of non-voting preferred shares will be entitled to participate in the distribution of such excess amount with the holders of the common shares at an equal rate.

We declare our dividend annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. The annual dividend is paid to the shareholders on record as of the end of the fiscal year preceding the annual shareholders’ meeting. Annual dividends may be distributed either in cash or in our shares. However, a dividend of shares must be distributed at par value, and dividends in shares may not exceed one-half of the annual dividend.

Under the Korean Commercial Code and our Articles of Incorporation, we do not have an obligation to pay any annual dividend unclaimed for five years from the payment date.

The KEPCO Act provides that we shall not pay an annual dividend unless we have made up any accumulated deficit and set aside as a legal reserve an amount equal to 20.0% or more of our net profit until our accumulated reserve reaches one-half of our stated capital.

Distribution of Free Shares

In addition to dividends in the form of shares to be paid out of retained or current earnings, the Korean Commercial Code permits us to distribute to our shareholders an amount transferred from our capital surplus or legal reserve to stated capital in the form of free shares.

Voting Rights

Holders of our common shares are entitled to one vote for each common share, except that voting rights with respect to any common shares held by us or by a corporate shareholder, more than one-tenth of whose outstanding capital stock is directly or indirectly owned by us, may not be exercised. Any person (with certain exceptions) who holds more than 3% of our issued and outstanding shares cannot exercise voting rights with respect to the shares in excess of this 3% limit. See “—Limitation on Shareholdings.” Pursuant to the Korean Commercial Code, cumulative voting is permissible in relation to the appointment of directors. Under the Korean Commercial Code, a cumulative vote can be requested by the shareholders of a corporation representing at least 1% of the total voting shares of such corporation if the relevant shareholders’ meeting is intended to elect more than two seats of the board of directors and the request for cumulative voting is made to the management of the

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corporation in writing at least six weeks in advance of the shareholders’ meeting. Under this new voting method, each shareholder will have multiple voting rights corresponding to the number of directors to be appointed in such voting and may exercise all such voting rights to elect one director. Shareholders are entitled to vote cumulatively unless the Articles of Incorporation expressly prohibit cumulative voting. Our current Articles of Incorporation do not prohibit cumulative voting. Except as otherwise provided by law or our Articles of Incorporation, a resolution can be adopted at a general meeting of shareholders by affirmative majority vote of the voting shares of the shareholders present or represented at a meeting, which must also represent at least one-fourth of the voting shares then issued and outstanding. The holders of our non-voting preferred shares (other than enfranchised preferred shares (as described below)) are not 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. If we are unable to pay any dividend to holders of non-voting preferred shares as provided in our Articles of Incorporation, the holders of non-voting preferred shares will become enfranchised and will be entitled to exercise voting rights until such dividends are paid. The holders of these “enfranchised preferred shares” have the same rights as holders of our common shares to request, receive notice of, attend and vote at a general meeting of shareholders. Pursuant to the KEPCO Act and our Articles of Incorporation, the appointment of standing directors, the president and standing statutory auditor are subject to shareholder approval.

Under the Korean Commercial Code, for the purpose of electing our statutory auditor, a shareholder (together with certain related persons) holding more than 3% of the total shares having voting rights may not exercise voting rights with respect to shares in excess of such 3% limit.

The Korean Commercial Code provides that the approval by holders of at least two-thirds of those shares having voting rights present or represented at a meeting, where such shares also represent at least one-third of the total issued and outstanding shares having voting rights, is required in order to, among other things:

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amend our Articles of Incorporation;

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remove a director or statutory auditor;

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effect any dissolution, merger, consolidation or spin-off of us;

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transfer the whole or any significant part of our business;

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effect the acquisition by us of all of the business of any other company;

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effect the acquisition by us of the business of another company that may have a material effect on our business;

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reduce capital; or

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issue any new shares at a price lower than their par value.

Under our Articles of Incorporation, an approval by the Ministry of Trade, Industry and Energy is required in order to amend the Articles of Incorporation. Any change to our authorized share capital requires an amendment to our Articles of Incorporation.

In addition, in the case of amendments to our Articles of Incorporation or any merger or consolidation of us or in certain other cases which affect the rights or interests of the non-voting preferred shares a resolution must be adopted by a meeting of the holders of non-voting preferred shares approving such event. This resolution may be adopted if approval is obtained from holders of at least two-thirds of those non-voting preferred shares present or represented at such meeting and such non-voting preferred shares also represent at least one-third of our total issued and outstanding non-voting preferred shares.

A shareholder may exercise his voting rights by proxy. The proxy shall present the power of attorney prior to the start of the general meeting of shareholders. Under the Financial Investment Services and Capital Markets Act and our Articles of Incorporation, no one other than us may solicit a proxy from shareholders.

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Subject to the provisions of the deposit agreement, holders of our American Depositary Shares (“ADSs”) are entitled to instruct the depositary, whose agent is the record holder of the underlying common shares, how to exercise voting rights relating to those underlying common shares.

Preemptive Rights and Issuance of Additional Shares

Authorized but unissued shares may be issued at such times and, unless otherwise provided in the Korean Commercial Code, upon such terms as our board of directors may determine. The new shares must be offered on uniform terms to all our shareholders who have preemptive rights and who are listed on the shareholders’ register as of the record date. Subject to the limitations described under “—Limitation on Shareholdings” below and with certain other exceptions, all our shareholders are entitled to subscribe for any newly issued shares in proportion to their existing shareholdings. Under the Korean Commercial Code, we may vary, without shareholder approval, the terms of such preemptive rights for different classes of shares. Public notice of the preemptive rights to new shares and their transferability must be given not less than two weeks (excluding the period during which the shareholders’ register is closed) prior to the record date. Our board of directors may determine how to distribute shares for which preemptive rights have not been exercised or where fractions of shares occur.

Our Articles of Incorporation provide that new shares that are (1) publicly offered pursuant to the Financial Investment Services and Capital Markets Act, (2) issued to members of our employee stock ownership association, (3) represented by depositary receipts, (4) issued through offering to public investors, or (5) issued to investors in kind under the State Property Act may be issued pursuant to a resolution of the board of directors to persons other than existing shareholders, who in such circumstances will not have preemptive rights.

Under our Articles of Incorporation, we may issue convertible bonds or bonds with warrants each up to an aggregate principal amount of Won 2,000 billion and Won 1,000 billion, respectively, to persons other than existing shareholders. However, the aggregate principal amount of convertible bonds and bonds with warrants so issued to persons other than existing shareholders may not exceed Won 2,000 billion.

Under the Financial Investment Services and Capital Markets Act and our Articles of Incorporation, members of our employee stock ownership association, whether or not they are our shareholders, have a preemptive right, subject to certain exceptions, to subscribe for up to 20.0% of any shares publicly offered pursuant to the Financial Investment Services and Capital Markets Act. This right is exercisable only to the extent that the total number of shares so acquired and held by members of our employee stock ownership association does not exceed 20.0% of the total number of shares then outstanding.

Liquidation Rights

In the event of our liquidation, the assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among shareholders in proportion to the number of shares held. Holders of our non-voting preferred shares have no preference in liquidation.

Rights of Dissenting Shareholders

In certain limited circumstances (including, without limitation, the transfer of the whole or any significant part of our business or the merger, or consolidation upon a split-off of us with another company), dissenting holders of shares have the right to require us to purchase their shares. To exercise such right, shareholders must submit a written notice of their intention to dissent to us prior to the general meeting of shareholders or the class meeting of holders of non-voting preferred shares, as the case may be. Within 20 days after the date on which the relevant resolution is passed at such meeting, such dissenting shareholders must request us in writing to purchase their shares. We are obligated to purchase the shares of dissenting shareholders within one month after the expiration of such 20-day period. The purchase price for such shares must be determined through negotiation

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between the dissenting shareholders and us. Under the Financial Investment Services and Capital Markets Act, if we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily share price on the Korea Exchange for a two-month period before the date of adoption of the relevant board resolution, (2) the weighted average of the daily share price on the Korea Exchange for the one month period before such date and (3) the weighted average of the daily share price on the Korea Exchange for the one week period before such date. However, if we or dissenting shareholders who requested us to purchase their shares oppose such purchase price, the determination of a purchase price may be filed with a court. Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying Common Stock and become our direct shareholders.

Transfer of Shares

Under the Korean Commercial Code, the transfer of shares is effected by delivery of share certificates, but in order to assert shareholders’ rights against us, the transferee must have his name and address registered on our register of shareholders. For this purpose, shareholders are required to file one’s name, address and seal with our transfer agent. Under our Articles of Incorporation, non-resident shareholders must appoint an agent authorized to receive notices on their behalf in Korea and file a mailing address in Korea. These requirements do not apply to the holders of ADSs. Under current Korean regulations, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and internationally recognized foreign custodians are authorized to act as agents and provide related services for foreign shareholders. Our transfer agent is Kookmin Bank, located at 9-1, Namdaemun-ro, 2-ga, Chung-ku, Seoul, Korea. Certain foreign exchange controls and securities regulations apply to the transfer of our shares by non-residents of Korea or non-Koreans. See Item 9. “The Offer and Listing.”

Acquisition of Our Own Shares

We generally may not acquire our own shares except in certain limited circumstances, including, without limitation, a reduction in capital. Under the Korean Commercial Code, except in case of a reduction in capital, any of our shares acquired by us must be sold or otherwise transferred to a third party within a reasonable time. In general, our 50.0% or more owned-subsidiaries are not permitted to acquire our shares.

In addition, we may acquire our shares through purchase on the Korea Exchange or through a tender-offer. We may also acquire interests in our own shares through trust agreements with financial investment companies with a trust license. The aggregate purchase price for our shares may not exceed the total amount available for dividends at the end of the preceding fiscal year, less the amount of dividends and mandatory reserves required to be set aside for that fiscal year, subject to certain procedural requirements.

General Meeting of Shareholders

The ordinary general meeting of our shareholders is held within three months after the end of each fiscal year, and subject to board resolution or court approval, an extraordinary general meeting of our shareholders may be held as necessary or at the request of shareholders holding an aggregate of 1.5% or more of our outstanding common shares for at least six consecutive months. Under the Korean Commercial Code, an extraordinary general meeting of shareholders may be convened at the request of our audit committee, subject to a board resolution or court approval. Holders of non-voting preferred shares may only request a general meeting of shareholders once the non-voting preferred shares have become enfranchised as described under “—Description of Capital Stock—Voting Rights” above. Written notices setting forth the date, place and agenda of the meeting must be given to shareholders at least two weeks prior to the date of the general meeting of shareholders. However, pursuant to the Korean Commercial Code and our Articles of Incorporation, with respect to holders of less than 1% of the total number of our issued and outstanding shares which are entitled to vote, notice may be given by placing at least two public notices at least two weeks in advance of the meeting in at least two daily

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newspapers published in Seoul or by placing a public notice in the electrical disclosure system of the Financial Supervisory Service or the Korea Exchange, at least two weeks in advance of the meeting. Currently, for giving such notice, we use two daily newspapers published in Seoul as well as an electronic disclosure system available for access at a website maintained by the FSS (known as the Data Analysis, Retrieval and Transfer System, or DART). Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at such meeting. Holders of the enfranchised preferred shares on the shareholders’ register as of the record date are entitled to receive notice of, and to attend and vote at, the general meetings. Otherwise, holders of non-voting preferred shares are not entitled to receive notice of general meetings of shareholders or vote at such meetings but may attend such meetings.

The general meeting of shareholders is held in Seoul.

Register of Shareholders and Record Dates

Our transfer agent, Kookmin Bank, maintains the register of our shareholders at its office in Seoul, Korea. It registers transfers of our shares on the register of shareholders upon presentation of the share certificates.

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 may be closed from January 1 to January 31 of each year. Further, the Korean Commercial Code and our Articles of Incorporation permit us 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 our shares. The trading of our shares and the delivery of certificates in respect of them may continue while the register of shareholders is closed.

Annual Report

At least one week prior to the annual general meeting of shareholders, our annual report and audited consolidated financial statements must be made available for inspection at our principal office and at all branch offices. Copies of annual reports, the audited non-consolidated financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the Financial Investment Services and Capital Markets Act, we must file with the Financial Services Commission and the Korea Exchange an annual report within 90 days after the end of our fiscal year, a half-year report within 45 days after the end of the first six months of our fiscal year and quarterly reports within 45 days after the end of the first three months and nine months of our fiscal year. Following our adoption of IFRS starting in January 1, 2011 pursuant to regulatory requirements for listed companies in Korea, we are required to file half-year and quarterly reports containing interim financial statements and notes thereto on a consolidated basis as well as on a separate basis.

Limitation on Shareholdings

No person other than the Government, our employee stock ownership association and persons who obtain an approval from the Financial Services Commission may hold for its account more than 3% of our total issued and outstanding shares. In calculating shareholdings for this purpose, shares held by your spouse and your certain relatives or by your certain affiliates (such spouses, relatives and affiliates are together referred to as “Affiliated Holders”) are deemed to be held by you. If you hold our shares in violation of this 3% limit, you are not entitled to exercise the voting rights or preemptive rights of our shares in excess of such 3% limit and the Financial Services Commission may order you to take necessary corrective action. In addition, the KEPCO Act currently requires that the Government, directly or through Korea Finance Corporation, own not less than 51% of our capital. For other restrictions on shareholdings, see Item 9. “The Offer and Listing.”

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Change of Control

The KEPCO Act requires that the Government, directly or pursuant to the Korea Finance Corporation Act, through Korea Finance Corporation, own not less than 51% of our capital.

Disclosure of Share Ownership

Under the Financial Investment Services and Capital Markets Act, any person whose direct or beneficial ownership of a listed company’s shares with voting rights, equity-related debt securities including convertible bonds, bonds with warrants, exchangeable bonds, certificates representing the rights to subscribe for common shares, derivatives-linked securities and depository receipts of the aforementioned securities (collectively referred to as “Equity Securities”), together with the Equity Securities directly or beneficially owned by certain related persons or by any person acting in concert with the person, accounts for 5% or more of our total outstanding Equity Securities is required to report the status and purpose (in terms of whether the purpose of shareholding is to participate in the management of the issuer) of the holdings and the material contents of the agreements relating to the Equity Securities and other matters prescribed by the Presidential Decree under the Financial Investment Services and Capital Markets Act to the Financial Services Commission of Korea and the Korea Exchange within five business days after reaching the 5% ownership interest threshold.

In addition, any change (i) in the purpose of the shareholding or in the ownership, (ii) the major terms and conditions of agreements relating to Equity Securities owned (such as trust agreements and collateral agreements) to the extent the number of relevant Equity Securities is 1% or more of the total outstanding Equity Securities, or (iii) the type of ownership (direct ownership or holding) to the extent the number of relevant Equity Securities is 1% or more of the total outstanding Equity Securities, must be reported to the Financial Services Commission of Korea and the Korea Exchange within five business days from the date of such change (or by the tenth day of the month following the month in which the change occurs, in the case of a person with no intent to seek management control). Notwithstanding the foregoing, certain professional investors designated by the Financial Services Commission may report such matters to the Financial Services Commission and the Korea Exchange by the tenth day of the month immediately following the end of the quarter in which such 5.0% ownership interest is reached or the change occurs.

When filing a report to the Financial Services Commission and the Korea Exchange in accordance with the reporting requirements described above, a copy of such report must be sent to the relevant listed company. Violation of these reporting requirements may subject a person to sanctions such as prohibition on the exercise of voting rights with respect to the Equity Securities for which the reporting requirement was violated or fines or imprisonment. Furthermore, the Financial Services Commission may order the disposal of the Equity Securities for which the reporting requirement was violated or may impose administrative fine.

A person reporting to the Financial Services Commission and the Korea Exchange that his purpose of holding the Equity Securities is to participate in the management of the listed company is prohibited from acquiring additional Equity Securities of the listed company and exercising voting rights during the period commencing from the date on which the event triggering the reporting requirements occurs to the fifth day from the date on which the report is made.

Item 10C. Material Contracts

Not applicable.

Item 10D. Exchange Controls

General

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree, or collectively the Foreign Exchange Transaction Laws, regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Non-residents may invest in Korean

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securities pursuant to the Foreign Exchange Transaction Laws. The Financial Services Commission has also adopted, pursuant to its authority under the Financial Investment Services and Capital Markets Act, regulations that regulate investment by foreigners in Korean securities and issuance of securities outside Korea by Korean companies.

Subject to certain limitations, the Ministry of Strategy and Finance has the authority to take the following actions under the Foreign Exchange Transaction Laws: (i) if the Government deems it necessary on account of war, armed conflict, natural disaster or grave, sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances, the Ministry of Strategy and Finance may temporarily suspend performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit, safe-keep or sell any instruments of payment to the Bank of Korea or certain other governmental agencies or financial institutions, and (ii) if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries are likely to adversely affect the Korean Won, exchange rates or other macroeconomic policies, the Ministry of Strategy and Finance may take action to require any person who intends to effect or effects a capital transaction to deposit all or a portion of the instruments of payment acquired in such transactions with the Bank of Korea or certain other governmental agencies or financial institutions.

Government Review of Issuances of Debt Securities and ADSs and Report for Payments

In order for us to issue debt securities of any series outside of the Republic, we are required to file a report with our designated foreign exchange bank or the Ministry of Strategy and Finance on the issuance of such debt securities, depending on the issuance amount. The Ministry of Strategy and Finance may at its discretion direct us to take measures as necessary to avoid undue exchange rate fluctuations before it accepts such report. Furthermore, in order for us to make payments of principal of or interest on the debt securities of any series and other amounts as provided in an indenture and such debt securities, we are required to present relevant documents to the designated foreign exchange bank at the time of each actual payment. The purpose of such presentation is to ensure that the actual remittance is consistent with the terms of the transaction reported to our designated foreign exchange bank or the Ministry of Strategy and Finance.

In order for us to offer for purchase shares of our common stock held in treasury in the form of ADSs or issue shares of our common stock represented by the ADSs, we are required to file a prior report of such offer or issuance with our designated foreign exchange bank or the Ministry of Strategy and Finance, depending on the offering amount. The Ministry of Strategy and Finance may at its discretion direct us to take measures as necessary to avoid undue exchange rate fluctuations before it accepts such report. No further Governmental approval is necessary for the initial offering and issuance of the ADSs.

In order for a depositary to acquire any existing shares of our common stock from holders of these shares of common stock (other than from us) for the purpose of issuance of depositary receipts representing these shares of common stock, the depositary would be required to obtain our consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us or with our consent for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary at the time of such proposed deposit. We may not grant this consent for the deposit of shares of our common stock in the future, if our consent is required. Therefore, a holder of ADSs who surrenders ADSs and withdraws shares of our common stock may not be permitted subsequently to deposit such shares and obtain ADSs.

In addition, we are also required to notify the Ministry of Strategy and Finance upon receipt of the full proceeds from the offering of ADSs. No additional Governmental approval is necessary for the offering and issuance of ADSs.

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Reporting Requirements for Holders of Substantial Interests

Under the Financial Investment Services and Capital Markets Act, any person whose direct beneficial ownership of a listed company’s Equity Securities, together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with such person, accounts for 5% or more of our total outstanding Equity Securities is required to report the status and purpose (namely, whether the purposes of the share ownership is to participate in the management of the issuer) of the holdings and the material contents of the agreements relating to the Equity Securities and other matters prescribed by the Presidential Decree under the Financial Investment Services and Capital Markets Act to the Financial Services Commission and the Korea Exchange within five business days after reaching the 5% ownership interest and any change in ownership interest subsequent to the report which equals or exceeds 1.0% of the total outstanding Equity Securities is required to be reported to the Financial Services Commission and the Korea Exchange within five business days from the date of the change.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of our voting stock and/or depository receipts for our voting stock accounts for 10.0% or more of the total issued and outstanding voting stock, whom we refer to as a major shareholder, must file a report to the Securities and Futures Commission and to the Korea Exchange within five business days after the date on which the person reached such shareholding limit. In addition, such person must file a report to the Securities and Futures Commission and to the Korea Exchange regarding any subsequent change in his/her shareholding. Such report on subsequent change in shareholding must be filed within five business days of the occurrence of any such change. Violation of these reporting requirements may subject a person to criminal sanctions such as fines and imprisonment.

Restrictions Applicable to ADSs

No Governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares of our common stock underlying ADSs and the delivery inside Korea of

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the withdrawn shares. However, a foreigner who intends to acquire shares must obtain an Investment Registration Card from the Financial Supervisory Service as described below. The acquisition of shares by a foreigner must be reported by the foreigner or his standing proxy in Korea immediately to the Governor of the Financial Supervisory Service.

Special Reporting Requirement for Companies Whose Securities Are Listed on Foreign Exchanges

Under the regulations of the Financial Services Commission amended on December 24, 2009, (i) if a company listed on the Korea Exchange has submitted a public disclosure of material matters to a foreign financial investment supervisory authority pursuant to the laws of the foreign jurisdiction, then it must submit a copy of the public disclosure and a Korean translation thereof to the Financial Services Commission of Korea and the Korea Exchange, and (ii) if a company listed on the Korea Exchange is approved for listing on a foreign stock market or determined to be de-listed from the foreign stock market or actually listed on, or de-listed from, a foreign stock market, then it must submit a copy of any document, which it submitted to or received from the relevant foreign government, foreign financial investment supervisory authority or the foreign stock market, and a Korean translation thereof to the Financial Services Commission of Korea and the Korea Exchange.

Persons who have acquired shares of our common stock as a result of the withdrawal of shares of common stock underlying ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares of our common stock without any further governmental approval.

Restrictions Applicable to Common Stock

Under the Foreign Exchange Transaction Laws and the Regulations on Financial Investment Business (together, the “Investment Rules”), foreigners are permitted to invest, subject to certain exceptions and procedural requirements, in all shares of Korean companies unless prohibited by specific laws. Foreign investors may trade shares listed on the Korea Exchange only through the Korea Exchange except for certain limited circumstances. These circumstances include, among others, (1) odd-lot trading of shares, (2) acquisition of shares by a foreign company as a result of a merger, (3) acquisition or disposal of shares in connection with a tender offer, (4) acquisition of shares by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company, such shares being “Converted Shares,” (5) acquisition of shares through exercise of rights under securities issued outside of Korea, (6) acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights (including preemptive rights or rights to participate in free distributions and receive dividends), (7) over-the-counter transactions between foreigners of a class of shares for which a ceiling on aggregate acquisition by foreigners (as explained below) exists and has been reached or exceeded, (8) acquisition of shares by direct investment under the Foreign Investment Promotion Law, (9) acquisition and disposal of shares on an overseas stock exchange market, if such shares are simultaneously listed on the KRX KOSPI Market or the KRX KOSDAQ Market of the Korea Exchange and such overseas stock exchange, and (10) arm’s length transactions between foreigners in the event all such foreigners belong to an investment group managed by the same person. For over-the-counter transactions of shares listed on the Korea Exchange outside the Korea Exchange between foreigners of a class of shares for which a ceiling on aggregate acquisition by foreigners exists and 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 listed on the Korea Exchange outside the Korea Exchange must involve a financial investment company with a dealing license in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions with respect to shares subject to a ceiling on acquisition by foreigners.

The Investment Rules require a foreign investor who wishes to invest in or dispose of shares on the Korea Exchange (including Converted Shares) to register his/her identity with the Financial Supervisory Service prior to making any such investment or disposal unless he/she had previously registered. However, such registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling them

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within three months from the date they were acquired. Upon registration, the Financial Supervisory Service will issue to the foreign investor an Investment Registration Card which must be presented each time the foreign investor opens a brokerage account with a financial investment company or financial institution in Korea. Foreigners eligible to obtain an Investment Registration Card include any foreign nationals who are individuals (with residence abroad for 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 by the Decree of the Financial Services and Capital Markets Act. All Korean branches of a foreign corporation as a group are treated as a separate foreigner from the head office of the foreign corporation. However, a foreign branch of a Korean securities company, a foreign corporation or a depositary issuing depositary receipts may obtain one or more Investment Registration Cards in its name in certain circumstances as described in the relevant regulations.

Upon a foreign investor’s purchase of shares through the Korea Exchange, no separate report by the investor is required because the Investment Registration Card system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the Korea Exchange (as discussed above) must be reported by the foreign investor or his standing proxy to the Governor of the Financial Supervisory Service at the time of each acquisition or sale. However, a foreign investor must ensure that any acquisition or sale by it of shares outside the Korea Exchange in the case of trades 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, is reported to the Governor of the Financial Supervisory Service by the Korea Securities Depository, financial investment companies with a dealing or brokerage license or securities finance companies engaged to facilitate such transactions. In the event a foreign investor desires to acquire or sell shares outside the Korea Exchange and the circumstances in connection with such sale or acquisition do not fall within the exceptions made for certain limited circumstances described above, then the foreign investor must obtain the prior approval of the Governor. In addition, in the event a foreign investor acquires or sells shares outside the Korea Exchange, a prior report to the Bank of Korea may also be required in certain circumstances. A foreign investor may appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and certain eligible foreign custodians which will exercise shareholders’ rights or perform any matters related to the foregoing activities if the foreign investor does not perform these activities himself. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the Governor of the Financial Supervisory Service in cases deemed inevitable by reason of conflict between the laws of Korea and those of the home country of the foreign investor.

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea, the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and certain eligible foreign custodians are eligible to be a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits his shares with the Korea Securities Depository. Generally, a foreign investor may not permit any person, other than his/her standing proxy, to exercise rights relating to his shares or perform any tasks related thereto on his behalf. However, 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 is made impracticable, including cases where such compliance would contravene the laws of the home country of the foreign investor.

Under the Investment Rules, with certain exceptions, a foreign investor may acquire shares of a Korean company without being subject to any single or aggregate foreign investment ceiling. However, certain designated public corporations are subject to a 40.0% ceiling on acquisitions of shares by foreigners in the aggregate and a ceiling on acquisitions of shares by a single foreign investor provided in the Articles of Incorporation of such corporations. Of the Korean companies listed on the Korea Exchange, we are so designated. The Financial Services Commission may impose other restrictions as it deems necessary for the

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protection of investors and the stabilization of the Korean securities and derivatives market. Generally, the ownership of Converted Shares constitutes foreign ownership for purposes of such aggregate foreign ownership limit. However, the acquisition of Converted Shares is one of the exceptions under which foreign investors may acquire shares of designated corporations in excess of the 40.0% ceiling.

In addition to the aggregate foreign investment ceiling set by the Financial Services Commission under authority of the Financial Investment Services and Capital Markets Act, our Articles of Incorporation set a 3% ceiling on acquisition by a single investor (whether domestic or foreign) of the shares of our common stock. Any person (with certain exceptions) who holds more than 3% of our issued and outstanding shares cannot exercise voting rights with respect to our shares in excess of this 3% limit.

The ceiling on aggregate investment by foreigners applicable to us may be exceeded in certain limited circumstances, including as a result of acquisition of:

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shares by a depositary issuing depositary receipts representing such shares (whether newly issued shares or outstanding shares);

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Converted Shares;

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shares from the exercise of shareholders’ rights; or

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shares by gift, inheritance or bequest.

A foreigner who has acquired shares in excess of any ceiling described above may not exercise his voting rights with respect to the shares exceeding such limit and the Financial Services Commission may take necessary corrective action against him.

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. No approval is 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 securities company. Funds in the foreign currency account may be remitted abroad without any governmental approval.

Dividends on shares of our common stock are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of 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 a non-resident of Korea must be deposited either in a Won account with the investor’s securities company or the investor’s Won account. Funds in the investor’s Won account may be transferred to his foreign currency account or withdrawn for local living expenses, provided that any withdrawal of local living expenses in excess of a certain amount is reported to the tax authorities by the foreign exchange bank at which Won account is maintained. Funds in the investor’s Won account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

Financial investment companies with a securities dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these securities companies and asset management companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors without the foreign investors having to open their own accounts with foreign exchange banks.

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Item 10E. Taxation

Korean Taxes

The following summary describes the material Korean tax consequences of ownership of the Registered Debt Securities and ADSs. Persons considering the purchase of the Registered Debt Securities or ADSs should consult their own tax advisors with regard to the application of the Korean income tax laws to their particular situations as well as any tax consequences arising under the laws of any other taxing jurisdiction. Reference is also made to a tax treaty between the Republic and the United States entitled “Convention Between the Government of the Republic of Korea and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and the Encouragement of International Trade and Investment,” signed on June 4, 1976 and entered into force on October 20, 1979.

The following summary of Korean tax considerations applies to you so long as you are not:

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a resident of Korea;

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a corporation having its head office, principal place of business or place of effective management in Korea; or

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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.

Registered Debt Securities

Taxation of Interest

Pursuant to the Special Tax Treatment Control Law (“STTCL”), when we make payments of interest to you on the Registered Debt Securities, no amount will be withheld from such payments for, or on account of, any income taxes of any kind imposed, levied, withheld or assessed by Korea or any political subdivision or taxing authority thereof or therein, provided that Registered Debt Securities are deemed to be foreign currency-denominated bonds issued outside of Korea for the purpose of the STTCL.

If the tax exemption under the STTCL referred to above were to cease to be in effect, the rate of income tax or corporation tax applicable to the interest on the Registered Debt Securities would be 14% of income for a non-resident without a permanent establishment in Korea. In addition, a tax surcharge called a local income surtax would be imposed at the rate of 10.0% of the income tax or corporation tax (which would increase the total tax rate to 15.4%), unless reduction is available under an applicable income tax treaty. If you are a qualified resident in a country that has entered into a tax treaty with Korea, you may qualify for an exemption or a reduced rate of Korean withholding tax. See the discussion under “—Shares or ADSs—Tax Treaties” below for an additional explanation on treaty benefits.

In order to obtain the benefits of an exemption or a reduced withholding tax rate under a tax treaty, you must submit to us, prior to the interest payment date, such evidence of tax residence as may be required by the Korean tax authorities in order to establish your entitlement to the benefits of the applicable tax treaty.

Furthermore, Korean tax laws require the beneficial owner to submit an application for entitlement to a preferential tax rate together with evidence of tax residence (including a certificate of tax residence of the beneficial owner issued by a competent authority of the country of tax residence of the beneficial owner) to a withholding obligor paying Korean source income in order to benefit from the available reduced tax rate pursuant to the relevant tax treaty. Under Korean tax laws and subject to certain exceptions, an overseas investment vehicle (which is defined as an organization established in a foreign jurisdiction that manages funds collected through investment solicitation by acquiring, disposing or otherwise investing in proprietary targets and then distributes the proceeds thereof to investors) (the “Overseas Investment Vehicle”) must obtain an application for a preferential tax rate from the beneficial owner and forward it to the withholding obligor along with an overseas investment vehicle report (prepared by the Overseas Investment Vehicle) which includes a detailed statement on the beneficial owner‘s income.

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Taxation of Capital Gains

Korean tax laws currently exclude from Korean taxation gains made by a non-resident without permanent establishment in Korea from the sale of a Registered Debt Security to another non-resident (except where a non-resident sells Registered Debt Securities to another non-resident who has permanent establishments in Korea, if any). In addition, capital gains realized from the transfer of Registered Debt Securities outside Korea by non-residents with or without permanent establishments in Korea are currently exempt from taxation by virtue of the STTCL, provided that the issuance of such Registered Debt Securities is deemed to be an overseas issuance of foreign currency-denominated bonds under the STTCL. If you sell or otherwise dispose of a Registered Debt Security through other ways than those mentioned above, any gain realized on the transaction will be taxable at ordinary Korean withholding tax rates (which is the lesser of 22.0% (including local income surtax) of the net gain or 11.0% (including local income surtax) of the gross sale proceeds, subject to the production of satisfactory evidence of the acquisition cost of such Registered Debt Securities and certain direct transaction costs attributable to the disposal of such Registered Debt Securities), unless an exemption is available under an applicable income tax treaty. See the discussion under “—Shares or ADSs—Tax Treaties” below for an additional explanation on treaty benefits.

Inheritance Tax and Gift Tax

If you die while you are the holder of Registered Debt Securities, the subsequent transfer of the Registered Debt Securities by way of succession will be subject to Korean inheritance tax. Similarly, if you transfer Registered Debt Securities as a gift, the donee will be subject to Korean gift tax and you may be required to pay the gift tax if the donee fails to do so.

At present, Korea has not entered into any tax treaty relating to inheritance or gift taxes.

Shares or ADSs

Dividends on the Shares of Common Stock or ADSs

We will deduct Korean withholding tax from dividends (whether in cash or in shares) paid to you at a rate of 22% (inclusive of local income surtax). If you are a qualified resident in a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. See the discussion under “—Tax Treaties” below for an additional explanation on treaty benefits.

In order to obtain the benefits of a reduced withholding tax rate under a tax treaty, you must submit to us, prior to the dividend payment date, such evidence of tax residence as may be required by the Korean tax authorities in order to establish your entitlement to the benefits of the applicable tax treaty. Evidence of tax residence may be submitted to us through the ADS depositary. If we distribute to you free shares representing a transfer of certain capital reserves or asset revaluation reserves into paid-in capital, such distribution may be subject to Korean withholding tax.

Furthermore, Korean tax laws require the beneficial owner to submit an application for entitlement to a preferential tax rate together with evidence of tax residence (including a certificate of tax residence of the beneficial owner issued by a competent authority of the country of tax residence of the beneficial owner) to a withholding obligor paying Korean source income in order to benefit from the available reduced tax rate pursuant to the relevant tax treaty. Under Korean tax laws and subject to certain exceptions, the Overseas Investment Vehicle must obtain an application for entitlement to a preferential tax rate from the beneficial owner and forward it to the withholding obligor along with an overseas investment vehicle report (prepared by the Overseas Investment Vehicle) which includes a detailed statement on the beneficial owner’s income.

Taxation of Capital Gains

As a general rule, capital gains earned by non-residents upon the transfer of the common shares or ADSs would be subject to Korean income tax at a rate equal to the lesser of (i) 11.0% (including local income surtax) of the gross proceeds realized or (ii) 22.0% (including local income surtax) of the net realized gain (subject to the

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production of satisfactory evidence of the acquisition costs and certain direct transaction costs arising out of the transfer of such common shares or ADSs), unless such non-resident is exempt from Korean income taxation under an applicable Korean tax treaty into which Korea has entered with the non-resident’s country of tax residence. Please see the discussion under “—Tax Treaties” below for an additional explanation on treaty benefits. Even if you do not qualify for any exemption under a tax treaty, you will not be subject to the foregoing income tax on capital gains if you qualify for the relevant Korean domestic tax law exemptions discussed in the following paragraphs.

You will not be subject to Korean income taxation on capital gains realized upon the transfer of our common stocks or ADSs through the Korea Exchange if you (i) have no permanent establishment in Korea and (ii) did not own or have not owned (together with any shares owned by any entity which you have a certain special relationship with and possibly including the shares represented by the ADSs) 25.0% or more of our total issued and outstanding shares at any time during the calendar year in which the sale occurs and during the five calendar years prior to the calendar year in which the sale occurs.

It should be noted that (i) capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from the transfer of ADSs outside Korea will be exempted from Korean income taxation provided that ADSs are deemed to have been issued overseas under the STTCL, but (ii) if and when an owner of the underlying shares of stock transfers ADSs after conversion of the underlying shares into ADSs, the exemption described in (i) is not applicable.

If you are subject to tax on capital gains with respect to the sale of ADSs, or of shares of common stock which you acquired as a result of a withdrawal, the purchaser or, in the case of the sale of shares of common stock on the Korea Exchange or through an investment dealer or investment broker under the Financial Investment Services and Capital Markets Act, an investment dealer or investment broker is required to withhold Korean tax from the sales price in an amount equal to 11.0% (including local income surtax) of the gross realization proceeds 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 or produce satisfactory evidence of your acquisition cost and transaction costs for the shares of common stock or the ADSs.

However, if you transfer the ADSs following an exchange of the underlying shares of stock owned by you for ADSs to a purchaser who is a non-residents or a foreign company without permanent establishment in Korea, you are obligated to file an income tax return and pay tax on gain realized from such transfer unless exempt under an applicable tax treaty or domestic law, as discussed above. Further, if you transfer the shares of common stock outside of Korea (excluding a transfer on a foreign exchange) to non-residents or foreign companies without having permanent establishments in Korea, you are obligated to file an income tax return and pay income tax on capital gain realized from such transfer unless exempt under an applicable tax treaty or domestic law. If a purchaser or an investment dealer or investment broker, as the case may be, withholds and remits the tax on capital gains derived from transfer of shares of common stock or ADSs, your obligation to file an income tax return and pay income tax will be exempt.

In order to obtain the benefit of an exemption from tax pursuant to a tax treaty, you must submit to the purchaser or the investment dealer or the investment broker, or through the ADS depositary, as the case may be, prior to or at the time of payment, such evidence of your tax residence as the Korean tax authorities may require in support of your claim for treaty benefits. Please see the discussion under “—Tax Treaties” below for an additional explanation on claiming treaty benefits. Furthermore, Korean tax laws require the beneficial owner to submit an application for tax exemption together with evidence of tax residence (including a certificate of tax residence of the beneficial owner issued by a competent authority of the country of tax residence of the beneficial owner) to a withholding obligor paying Korean source income in order to benefit from the available exemption pursuant to the relevant tax treaty. Under Korean tax laws and subject to certain exceptions, the Overseas Investment Vehicle must obtain an application for tax exemption from the beneficial owner and forward it to the withholding obligor along with an overseas investment vehicle report (prepared by the Overseas Investment Vehicle) which includes a detailed statement on the beneficial owner’s income.

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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, shares of our common stock or ADSs. For example, under the Korea-United States income tax treaty, reduced rates of Korean withholding tax of 16.5% or 11.0% (respectively, including local income surtax, depending on your shareholding ratio) 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. However, under Article 17 (Investment of 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 dividends or capital gains is substantially less than the tax generally imposed by the United States on corporate profits, and (iii) 25.0% 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 you are an individual, and (a) you maintain a fixed base in Korea for a period or periods aggregating 183 days or more during the taxable year and your ADSs or shares of common stock giving rise to capital gains are effectively connected with such fixed base or (b) you are present in Korea for a period or periods of 183 days or more during the taxable year.

You should inquire for yourself whether you are entitled to the benefit of an income tax treaty with Korea. 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 investment dealer or the investment broker, as applicable, a certificate as to his tax residence. In the absence of sufficient proof, we, the purchaser or the investment dealer or the investment broker, as applicable, must withhold tax at the normal rates. Further, in order for you to obtain the benefit of a tax exemption on certain Korean source income (e.g., interest, dividends and capital gains) under an applicable tax treaty, Korean tax laws require you (or your agent) to submit an application for tax exemption along with a certificate of your tax residence issued by a competent authority of your country of tax residence, subject to certain exceptions. Under Korean tax laws and subject to certain exceptions, the Overseas Investment Vehicle must obtain an application for tax exemption from the beneficial owner and forward it to the withholding obligor along with an overseas investment vehicle report (prepared by the Overseas Investment Vehicle) which includes a detailed statement on the beneficial owner’s income. The withholding obligor must submit the application and the report to the relevant tax office by the ninth day of the month following the date of the first payment of such income.

Furthermore, the Korean tax laws require the beneficial owner to submit an application for entitlement to a preferential tax rate together with evidence of tax residence (including a certificate of tax residence of the beneficial owner issued by a competent authority of the country of tax residence of the beneficial owner) to a withholding obligor paying Korean source income in order to benefit from the available reduced tax rate pursuant to the relevant tax treaty. Under Korean tax laws and subject to certain exceptions, the Overseas Investment Vehicle must obtain an application for a preferential tax rate from the beneficial owner and forward it to the withholding obligor along with an overseas investment vehicle report (prepared by the Overseas Investment Vehicle) which includes a detailed statement on the beneficial owner’s income.

Inheritance Tax and Gift Tax

If you die while holding an ADS or donate an ADS, it is unclear whether, for Korean inheritance and gift tax purposes, you will be treated as the owner of the shares of common stock underlying the ADSs. If the tax authority interprets depositary receipts as the underlying share certificates, you may be treated as the owner of the shares of common stock and your heir or the donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax presently at the rate of 10.0% to 50.0%, depending on the value of the ADSs or shares of common stock.

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If you die while holding a share of common stock or donate a share of common stock, your heir or donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance 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 shares of common stock on the Stock Market of the Korea Exchange, you will be subject to securities transaction tax at the rate of 0.15% and an agriculture and fishery special surtax at the rate of 0.15% of the sale price of the shares of common stock. If your transfer of the shares of common stock is not made on the Stock Market of the Korea Exchange, subject to certain exceptions you will be subject to securities transaction tax at the rate of 0.5% and will not be subject to an agriculture and fishery special surtax.

Under the Securities Transaction Tax Law, depositary receipts (such as ADSs) constitute share certificates subject to the securities transaction tax. However, a transfer of depositary receipts listed on the New York Stock Exchange, NASDAQ National Market or other qualified foreign exchanges will be exempt from the securities transaction tax although depositary receipts, including ADSs, constitute share certificates subject to the securities transaction tax.

In principle, the securities transaction tax, if applicable, must be paid by the transferor of the shares or rights. When the transfer is effected through the Korea Securities Depository, the Korea Securities Depository is generally required to withhold and pay the tax to the tax authorities. When such transfer is made through an investment dealer or investment broker under the Financial Investment Services and Capital Markets Act only, such investment dealer or investment broker is required to withhold and pay the tax. Where the transfer is effected by a non-resident without a permanent establishment in Korea, other than through the Korea Securities Depository or an investment dealer or investment broker, the transferee is required to withhold the securities transaction tax for payment to the Korean tax authority.

U.S. Federal Income and Estate Tax Considerations for U.S. Persons

The following is a summary of certain U.S. Federal income and estate tax consequences for beneficial owners of the Registered Debt Securities, common stock and ADSs that are “U.S. Persons.” For purposes of this summary, you are a “U.S. Person” if you are any of the following for U.S. Federal income tax purposes:

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an individual citizen or resident of the United States;

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a corporation, or other entity treated as a corporation for U.S. Federal income tax purposes, created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

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an estate the income of which is subject to U.S. Federal income taxation regardless of its source; or

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a trust if (1) it is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based on current law, which is subject to change (perhaps retroactively), is for general purposes only and should not be considered tax advice. This summary does not represent a detailed description of the U.S. Federal income and estate tax consequences to you in light of your particular circumstances. The discussion set forth below is applicable to you if (i) you are a resident of the United States for purposes of the current income tax treaty between the United States and Korea (the “Treaty”), (ii) your Registered Debt Securities, common stock or ADSs are not, for purposes of the Treaty, effectively connected with a permanent establishment in Korea and (iii) you otherwise qualify for the full benefits of the Treaty. Except where noted, it deals only with Registered Debt Securities, common stock or ADSs held as capital assets, and it does not represent a detailed description of the U.S. Federal income and estate tax consequences applicable to you if you

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are subject to special treatment under the U.S. Federal income tax laws (including if you are a dealer in securities or currencies, a financial institution, a regulated investment company, a real estate investment trust, an insurance company, a tax exempt organization, a person holding the Registered Debt Securities, common stock or ADSs as part of a hedging, integrated or conversion transaction, constructive sale or straddle, a person owning 10.0% or more of our voting stock, a trader in securities that elects to use a mark-to-market method of accounting for your securities holdings, a person liable for the alternative minimum tax, an investor in a pass-through entity, or a U.S. Person whose “functional currency” is not the U.S. dollar). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If a partnership holds the Registered Debt Securities, common stock or ADSs, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our Registered Debt Securities, common stock, or ADSs, you should consult your tax advisor.

Because of the 100-year maturity of the One Hundred Year 7.95% Zero-to-Full Debentures, due April 1, 2096 (the “ZTF Debentures”), it is not certain whether the ZTF Debentures will be treated as debt for U.S. Federal income tax purposes. The discussion below assumes that the ZTF Debentures (as well as the other Registered Debt Securities) will be treated as debt, except that a summary of the consequences to you if the ZTF Debentures were not treated as debt is provided under “Tax Consequences with Respect to Registered Debt Securities Generally—ZTF Debentures Treated as Equity” below.

The discussion of the tax consequences of ownership of common stock and ADSs below, is based, in part, upon representations made by the Depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

You should consult your own tax advisor concerning the particular U.S. Federal income and estate tax consequences to you of the ownership of the Registered Debt Securities, common stock and ADSs, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Tax Consequences with Respect to Registered Debt Securities Generally

Payments

Except as provided below with regard to original issue discount (as defined below) on the ZTF Debentures, interest payments on a Registered Debt Security will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for tax purposes. Principal payments on an amortizing Registered Debt Security generally will constitute a tax-free return of capital to you.

Although interest payments to you are currently exempt from Korean taxation, if the Korean law providing for the exemption is repealed, then, in addition to interest payments on the Registered Debt Securities and original issue discount on the ZTF Debentures, you will be required to include in income any additional amounts and any Korean tax withheld from interest payments notwithstanding that you in fact did not receive such withheld tax. You may be entitled to deduct or credit such Korean tax (up to the Treaty rate), subject to applicable limitations in the Internal Revenue Code of 1986, as amended (the “Code”). Your election to deduct or credit foreign taxes will apply to all of your foreign taxes for a particular taxable year. Interest income on a Registered Debt Security (including additional amounts and any Korean taxes withheld in respect thereof) and original issue discount on a ZTF Debenture generally will constitute foreign source income and generally will be considered passive category income for purposes of computing the foreign tax credit. You will generally be denied a foreign tax credit for Korean taxes imposed with respect to the Registered Debt Securities where you do not meet a minimum holding period requirement during which you are not protected from risk of loss. The rules governing the foreign tax credit are complex. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

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Original Issue Discount

The ZTF Debentures were issued with original issue discount, or OID, for U.S. Federal income tax purposes equal to the difference between (i) the sum of all scheduled amounts payable on the ZTF Debentures (including the interest payable on such ZTF Debentures) and (ii) the “issue price” of the ZTF Debentures. The “issue price” of each ZTF Debenture is the first price at which a substantial amount of the ZTF Debentures was sold to the public (other than to an underwriter, broker, placement agent or wholesaler). If you hold ZTF Debentures, then you generally must include OID in gross income in advance of the receipt of cash attributable to that income, regardless of your method of accounting. However, you generally will not be required to include separately in income cash payments received on the ZTF Debentures, even if denominated as interest.

The amount of OID includible in income by the initial holder of a ZTF Debenture is the sum of the “daily portions” of OID with respect to the ZTF Debenture for each day during the taxable year or portion of the taxable year in which such holder held such ZTF Debenture, or accrued OID (for a discussion relevant to subsequent purchasers, see “—Market Discount” and “—Bond Premium,” below). The daily portion is determined by allocating to each day in any “accrual period” a pro rata portion of the OID allocable to that accrual period. The “accrual period” for a ZTF Debenture may be of any length and may vary in length over the term of the ZTF Debenture, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period other than the final accrual period is an amount equal to the product of the ZTF Debenture’s adjusted issue price at the beginning of such accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period). OID allocable to a final accrual period is the difference between the amount payable at maturity and the adjusted issue price at the beginning of the final accrual period. The “adjusted issue price” of a ZTF Debenture at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period (for subsequent purchasers, determined without regard to the amortization of any acquisition or bond premium, as described below) and reduced by any payments previously made on such ZTF Debenture. Under these rules, you will have to include in income increasingly greater amounts of OID in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on ZTF Debentures held of record by persons other than corporations and other exempt holders.

As discussed above, although interest payments to you are currently exempt from Korean taxation, if the Korean law providing for the exemption is repealed, then Korean withholding tax may be imposed at times that differ from the times at which you are required to include interest or OID in income for U.S. Federal income tax purposes and this disparity may limit the amount of foreign tax credit available.

Market Discount

If you purchase a Registered Debt Security other than a ZTF Debenture for an amount that is less than its stated redemption price at maturity, or, in the case of a ZTF Debenture, its adjusted issue price, the amount of the difference will be treated as “market discount” for U.S. Federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any payment, other than qualified stated interest (as defined in the Code), on, or any gain on the sale, exchange, retirement or other disposition of, a Registered Debt Security as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the Registered Debt Security at the time of its payment or disposition. In addition, you may be required to defer, until the maturity of the Registered Debt Security or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the Registered Debt Security.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the Registered Debt Security, unless you elect to accrue on a constant interest method. Your election to accrue market discount on a constant interest method is to be made for the taxable year in which you acquired the Registered Debt Security, applies only to that Registered Debt Security and cannot be revoked. You

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may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply. Your election to include market discount in income currently, once made, applies to all market discount obligations acquired by you on or after the first taxable year to which your election applies and may not be revoked without the consent of the Internal Revenue Service (“IRS”). You should consult your own tax advisor before making this election.

Bond Premium

If you purchase a ZTF Debenture for an amount that is greater than its adjusted issue price but equal to or less than the sum of all amounts payable on the ZTF Debenture after the purchase date, you will be considered to have purchased that ZTF Debenture at an “acquisition premium.” Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to a ZTF Debenture for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

If you purchase a Registered Debt Security for an amount in excess of the sum of all amounts payable on the Registered Debt Security after the purchase date other than qualified stated interest, you will be considered to have purchased the Registered Debt Security at a “premium” and, if such Registered Debt Security is a ZTF Debenture, you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of the Registered Debt Security on a constant yield method as an offset to interest when includible in income under your regular accounting method. In the case of instruments that provide for alternative payment schedules, bond premium is calculated by assuming that (a) you will exercise or not exercise options in a manner that maximizes your yield, and (b) we will exercise or not exercise options in a manner that minimizes your yield (except that we will be assumed to exercise call options in a manner that maximizes your yield). If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of a Registered Debt Security. Your election to amortize premium on a constant yield method will also apply to all debt obligations held or subsequently acquired by you on or after the first day of the first taxable year to which the election applies. You may not revoke the election without the consent of the IRS. You should consult your own tax advisor before making this election.

Sale, Exchange and Retirement of Registered Debt Securities

When you sell, exchange or retire a Registered Debt Security, you will recognize gain or loss equal to the difference between the amount you receive (not including an amount equal to any accrued qualified stated interest, which will be taxable as ordinary income to the extent not previously included in income) and your adjusted tax basis in the Registered Debt Security. Your tax basis in a Registered Debt Security other than a ZTF Debenture will generally be your cost of obtaining the Registered Debt Security increased by any market discount included in income and reduced by payments of principal you receive and any bond premium that you elect to amortize. Your adjusted tax basis in a ZTF Debenture will, in general, be your cost therefor, increased by any market discount and OID previously included in income and reduced by any cash payments on the ZTF Debentures and any bond premium that you elect to amortize. Your gain or loss realized on selling, exchanging or retiring a Registered Debt Security will generally be treated as United States source income. Consequently, you may not be able to use the foreign tax credit arising from any Korean tax imposed on the disposition of Registered Debt Securities unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Except as described above with respect to market discount, your gain or loss will be capital gain or loss and will be long-term capital gain or loss if, at the time of the sale, exchange or retirement of a Registered Debt Security, you have held the Registered Debt Security for more than one year. If you are an individual and the Registered Debt Security being sold, exchanged or retired is a capital asset that you held for more than one year, you may be eligible for reduced rates of taxation on any capital gain recognized. Your ability to deduct capital losses is subject to limitations.

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ZTF Debentures Treated as Equity

If the ZTF Debentures were treated as equity for U.S. Federal income tax purposes, amounts deemed paid with respect to the ZTF Debentures would be deemed dividends for U.S. Federal income tax purposes to the extent paid out of our current or accumulated earnings and profits (as determined for U.S. Federal income tax purposes).

You would include the amounts deemed paid by us on the ZTF Debentures (before reduction for Korean withholding tax, if any) as dividend income when actually or constructively paid by KEPCO. Section 305 of the Code, which would apply to the ZTF Debentures if they were treated as equity for U.S. Federal income tax purposes, requires current accrual of dividends under principles similar to the accrual of OID. Amounts treated as dividends will not be eligible for the dividends received deduction generally allowed to U.S. corporations.

Tax Consequences with Respect to Common Stock and ADSs

In general, for U.S. Federal income tax purposes, holders of ADSs will be treated as the owners of the underlying common stock that is represented by such ADSs. Accordingly, deposits or withdrawals of common stock by holders of ADSs will not be subject to U.S. Federal income tax. However, the U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the claiming of foreign tax credits by the holders of ADSs. Such actions would also be inconsistent with the claiming of the reduced rate of tax applicable to dividends received by certain non-corporate holders. Accordingly, the analysis of creditability of Korean taxes and the availability of the reduced tax rate for dividends received by certain non-corporate holders, each described below, could be affected by future actions that may be taken by such intermediaries.

Distributions on Common Stock or ADSs

The gross amount of distributions (other than certain distributions of common stock or rights to subscribe for common stock) to holders of common stock or ADSs (including amounts withheld in respect of Korean withholding taxes) will be treated as dividend income to such holders, to the extent paid out of our current or accumulated earnings and profits, as determined under U.S. Federal income tax principles. Such income (including withheld taxes) will be includable in the gross income of a holder as ordinary income on the day actually or constructively received by the holder, in the case of common stock, or by the Depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code.

With respect to non-corporate U.S. Persons, certain dividends paid by a qualified foreign corporation and received by such holders may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of an income tax treaty with the United States, if such treaty contains an exchange of information provision and the United States Treasury Department had determined that the treaty is satisfactory for purposes of the legislation. The United States Treasury Department has determined that the Treaty, which contains an exchange of information provision, is (in the absence of additional guidance) satisfactory for these purposes. In addition, we believe we are eligible for the benefits of the United States-Korean income tax treaty. However, a foreign corporation is also treated as a qualified foreign corporation with respect to dividends paid by that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established securities market in the United States. Shares of our common stock will generally not be considered readily tradable for these purposes. However, United States Treasury Department guidance indicates that our ADSs, which are listed on the New York Stock Exchange, are readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate U.S. Persons that do not meet a minimum holding period requirement during which they are not protected from a risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for

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the reduced rates of taxation regardless of our status as a qualified foreign corporation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. Holders should consult their own tax advisors regarding the application of the foregoing rules to their particular circumstances.

The amount of any dividend paid in Won will equal the United States dollar value of the Won received calculated by reference to the exchange rate in effect on the date the dividend is received by the holder, in the case of common stock, or by the Depositary, in the case of ADSs, regardless of whether the Won are converted into U.S. dollars. If the Won received as a dividend are not converted into U.S. dollars on the date of receipt, a holder will have a basis in the Won equal to their U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Won will be treated as United States source ordinary income or loss. The amount of any distribution of property other than cash will be the fair market value of such property on the date of distribution.

The maximum rate of withholding tax on dividends paid to you pursuant to the Treaty is 16.5%. You will be required to properly demonstrate to us and the Korean tax authorities your entitlement to the reduced rate of withholding under the Treaty. Subject to certain conditions and limitations, Korean withholding taxes (up to the Treaty rate) will be treated as foreign taxes eligible for credit against your U.S. Federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the common stock or ADSs will be treated as foreign source income and will generally constitute passive category income. Further, in certain circumstances, if you have held common stock or ADSs for less than a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on common stock or ADSs. The rules governing the foreign tax credit are complex. Investors are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances including the possible adverse impact on creditability to the extent you are entitled to a refund of any Korean tax withheld or a reduced rate of withholding.

To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, as determined under U.S. Federal income tax principles, the distribution will first be treated as a tax-free return of capital, causing a reduction in the adjusted basis of the common stock or ADSs (thereby increasing the amount of gain, or decreasing the amount of loss, to be recognized by the investor on a subsequent disposition of the common stock or ADSs), and the balance in excess of adjusted basis will be taxed as capital gain recognized on a sale or exchange of property. Consequently, such distributions in excess of our current and accumulated earnings and profits would not give rise to foreign source income and you generally would not be able to use the foreign tax credit arising from any Korean withholding tax imposed on such distributions unless such credit can be applied (subject to applicable limitations) against U.S. tax due on other foreign source income in the appropriate category for foreign tax credit purposes. However, we do not expect to keep earnings and profits in accordance with U.S. Federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend (as discussed above).

Distributions of common stock or rights to subscribe for common stock that are received as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. Federal income tax. Consequently such distributions will not give rise to foreign source income and you generally will not be able to use the foreign tax credit arising from any Korean withholding tax unless such credit can be applied (subject to applicable limitations) against U.S. tax due on other income derived from foreign sources. The basis of the new common stock or rights so received will be determined by allocating your basis in the old common stock between the old common stock and the new common stock or rights received, based on their relative fair market value on the date of distribution. However, the basis of the rights will be zero if (i) the fair market value of the rights is less than 15% of the fair market value of the old common stock at the time of distribution, unless the taxpayer elects to determine the basis of the old common stock and of the rights by allocating between the old common stock and the rights the adjusted basis of the old common stock or (ii) the rights are not exercised and thus expire.

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Sale, Exchange or Other Disposition of ADSs or Common Stock

Upon the sale, exchange or other disposition of ADSs or common stock, you generally will recognize capital gain or loss equal to the difference between the amount realized upon the sale, exchange or other disposition and your adjusted tax basis in the ADSs or common stock. The capital gain or loss will be long-term capital gain or loss if at the time of sale, exchange or other disposition, the ADSs or common stock have been held by you for more than one year. Under current law, long-term capital gains of individuals are, under certain circumstances, taxed at lower rates than items of ordinary income. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as U.S. source gain or loss. Consequently, you may not be able to use the foreign tax credit arising from any Korean tax imposed on the disposition of ADSs or common stock unless such credit can be applied (subject to applicable limitations) against tax due on other income treated as derived from foreign sources.

You should note that any Korean securities transaction tax will not be treated as a creditable foreign tax for U.S. Federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code.

Estate and Gift Taxation

As discussed above in “—Korean Taxes—Registered Debt Securities—Inheritance Tax and Gift Tax” and “—Korean Taxes—Shares or ADSs—Inheritance Tax and Gift Tax,” Korea may impose an inheritance tax on your heir who receives ADSs and will impose an inheritance tax on an heir who receives common stock or Registered Debt Securities. The amount of any inheritance tax paid to Korea may be eligible for credit against the amount of U.S. Federal estate tax imposed on your estate. Prospective purchasers should consult their personal tax advisors to determine whether and to what extent they may be entitled to such credit. Korea also imposes a gift tax on the donation of any property located within Korea. The Korean gift tax generally will not be treated as a creditable foreign tax for United States tax purposes.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to principal, interest, OID and premium payments on Registered Debt Securities and dividend payments in respect of the common stock or ADSs or the proceeds received on the sale, exchange or redemption of the Registered Debt Securities, common stock or ADSs paid within the United States (and in certain cases, outside of the United States) to holders other than certain exempt recipients, and a backup withholding may apply to such amounts if you fail to provide an accurate taxpayer identification number or to report interest and dividends required to be shown on your U.S. Federal income tax returns. The amount of any backup withholding from a payment to you will be allowed as a refund or a credit against your U.S. Federal income tax liability, provided the required information is furnished to the IRS.

Item 10F. Dividends and Paying Agents

Not Applicable

Item 10G. Statements by Experts

Not Applicable

Item 10H. 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 Form 20-F, and other information with the U.S. Securities and Exchange Commission. You may inspect and copy these materials, including this annual report and the

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exhibits thereto, at SEC’s Public Reference Room 100 Fifth Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. As a foreign private issuer, 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 10I. Subsidiary Information

Not Applicable

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our primary market risk exposures are to fluctuations in exchange rates, interest rates and fuel prices. We are exposed to foreign exchange risk related to foreign currency-denominated liabilities. As of December 31, 2013, approximately 20.9% of our long-term debt (including the current portion but excluding issue discounts and premium), before accounting for swap transactions, was denominated in foreign currencies, principally U.S. dollars. However, a substantial portion of our revenues is denominated in Won. As a result, changes in exchange rates, particularly between the Won and the U.S. dollar, significantly affect us due to our significant amounts of foreign currency-denominated debt and the effect of such changes on the amount of funds required by us to make interest and principal payments on such debt. In order to reduce the impact of foreign exchange rate fluctuations on our results of operations, we have recently been reducing and plan to continue to reduce the proportion of our debt which is denominated in foreign currencies.

We are also exposed to foreign exchange risk related to our purchases of fuels since we obtain substantially all of our fuel materials (other than anthracite coal) directly or indirectly from sources outside Korea. Prices for such fuel materials are quoted based on prices stated in, and in many cases are paid for in, currencies other than Won. In 2013, fuel costs represented 45.1% of our sales.

We are exposed to interest rate risk due to significant amounts of debt. Upward fluctuations in interest rates increase the cost of additional debt and the interest cost of outstanding floating rate borrowings. We are also exposed to fluctuations in prices of fuel materials. In 2013, for electricity generation, uranium accounted for 30.9% of our fuel requirements, coal accounted for 44.8%, LNG accounted for 19.7% and oil accounted for 3.3%. In 2012, measured on the same basis, uranium accounted for 33.5% of our fuel requirements, coal accounted for 44.5%, LNG accounted for 17.7% and oil accounted for 3.2%, measured in each case by the amount of electricity we generated.

For additional discussions of our market risks, see Item 3D. “Risk Factors” and Item 5B. “Liquidity and Capital Resources—Liquidity.”

We have entered into various swap contracts to hedge exchange rate risks arising from foreign currency-denominated debts. Details of currency swap contracts outstanding as of December 31, 2013 are as follows:


	Counterparty	Contract Year		Settlement Year		Contract amounts				Contract interest rate				Contract Exchange Rate
Type	Counterparty	Contract Year		Settlement Year		Pay		Receive		Pay			Receive	Contract Exchange Rate
						(KRW in millions, USD in thousands)
Trading	Shinhan Bank		2010		2014		KRW 84,615		USD 75,000		6.83	%	5.50%		1,128.20
	RBS		2010		2014		KRW 141,125		USD 125,000		6.78	%	5.50%		1,129.00
	Morgan Stanley		2010		2014		KRW 112,320		USD 100,000		6.71	%	5.50%		1,123.20
	HSBC		2011		2014		KRW 112,320		USD 100,000		6.71	%	5.50%		1,123.20
	Bank of America		2011		2014		KRW 110,310		USD 100,000		6.93	%	5.50%		1,103.10
	UBS		2011		2015		KRW 220,356		USD 200,000		3.90	%	3.00%		1,101.78
	RBS		2011		2015		KRW 110,110		USD 100,000		3.90	%	3.00%		1,101.10

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	Counterparty	Contract Year		Settlement Year		Contract amounts				Contract interest rate				Contract Exchange Rate
Type	Counterparty	Contract Year		Settlement Year		Pay		Receive		Pay			Receive	Contract Exchange Rate
						(KRW in millions, USD in thousands)
	Barclays Bank PLC		2011		2015		KRW 108,390		USD 100,000		3.78	%	3.00%		1,083.90
	Credit Suisse		2011		2015		KRW 108,390		USD 100,000		3.22	%	3.00%		1,083.90
	Morgan Stanley		2011		2015		KRW 63,006		USD 60,000		4.06	%	3.00%		1,050.10
	Goldman Sachs		2010		2015		KRW 156,643		USD 140,000		3.92	%	3.00%		1,118.88
	Deutsche Bank		2012		2018		KRW 110,412		JPY 10,000,000		6.21	%	4.19%		11.04
	IBK		2013		2018		KRW 111,800		USD 100,000		3.16	%	2.79%		1,118.00
	Bank of America		2012		2018		KRW 103,580		JPY 10,000,000		7.05	%	4.19%		10.36
	Morgan Stanley		2010		2015		KRW 118,800		USD 100,000		4.61	%	3M Libor + 1.64%		1,188.00
	M-UFJ		2010		2015		KRW 116,100		USD 100,000		4.00	%	3M Libor + 1.00%		1,161.00
	DBS		2011		2014		KRW 56,150		USD 50,000		4.21	%	3M Libor + 1.00%		1,123.00
	SMBC		2011		2014		KRW 56,150		USD 50,000		4.21	%	3M Libor + 1.00%		1,123.00
	Mizuho Corporate Bank		2011		2014		KRW 112,800		USD 100,000		3.86	%	3M Libor + 0.80%		1,128.00
	DBS		2011		2014		KRW 109,500		USD 100,000		3.80	%	3M Libor + 0.85%		1,095.00
	Deutsche Bank		2009		2014		KRW 126,610		USD 100,000		5.39	%	6.25%		1,266.10
	Nomura		2009		2014		KRW 126,610		USD 100,000		5.35	%	6.25%		1,266.10
	Nomura		2009		2014		KRW 126,610		USD 100,000		5.33	%	6.25%		1,266.10
	Morgan Stanley		2009		2014		KRW 126,610		USD 100,000		5.32	%	6.25%		1,266.10
	Morgan Stanley		2010		2014		KRW 126,610		USD 100,000		5.30	%	6.25%		1,266.10
	Barclays Bank PLC		2010		2014		KRW 126,610		USD 100,000		5.29	%	6.25%		1,266.10
	Citibank		2010		2014		KRW 126,610		USD 100,000		5.27	%	6.25%		1,266.10
	JP Morgan		2010		2014		KRW 126,610		USD 100,000		4.93	%	6.25%		1,266.10
	Deutsche Bank		2010		2014		KRW 126,610		USD 100,000		4.93	%	6.25%		1,266.10
	RBS		2010		2014		KRW 126,610		USD 100,000		4.93	%	6.25%		1,266.10
	Citibank		2010		2015		KRW 116,080		USD 100,000		3.97	%	3.13%		1,160.80
	Deutsche Bank		2010		2015		KRW 116,080		USD 100,000		3.98	%	3.13%		1,160.80
	RBS		2010		2015		KRW 116,080		USD 100,000		3.97	%	3.13%		1,160.80
	HSBC		2010		2015		KRW 116,080		USD 100,000		3.23	%	3.13%		1,160.80
	UBS		2010		2015		KRW 116,080		USD 100,000		3.23	%	3.13%		1,160.80
	Citibank		2012		2022		KRW 112,930		USD 100,000		2.79	%	3.00%		1,129.30
	JP Morgan		2012		2022		KRW 112,930		USD 100,000		2.79	%	3.00%		1,129.30
	Bank of America		2012		2022		KRW 112,930		USD 100,000		2.79	%	3.00%		1,129.30
	Goldman Sachs		2012		2022		KRW 112,930		USD 100,000		2.79	%	3.00%		1,129.30
	HSBC		2012		2022		KRW 111,770		USD 100,000		2.89	%	3.00%		1,117.70
	Hana Bank		2012		2022		KRW 111,770		USD 100,000		2.87	%	3.00%		1,117.70
	Standard Chartered		2012		2022		KRW 111,770		USD 100,000		2.89	%	3.00%		1,117.70
	Deutsche Bank		2012		2022		KRW 55,885		USD 50,000		2.79	%	3.00%		1,117.70
	DBS		2013		2018		KRW 108,140		USD 100,000		2.63	%	3M Libor +0.84%		1,081.40
	DBS		2013		2018		KRW 108,140		USD 100,000		2.57	%	3M Libor +0.84%		1,081.40
	DBS		2013		2018		KRW 108,140		USD 100,000		2.57	%	3M Libor +0.84%		1,081.40
	HSBC		2013		2018		KRW 107,450		USD 100,000		3.41	%	2.88%		1,074.50
	Standard Chartered		2013		2018		KRW 107,450		USD 100,000		3.44	%	2.88%		1,074.50
	JP Morgan		2013		2018		KRW 107,450		USD 100,000		3.48	%	2.88%		1,074.50

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	Counterparty	Contract Year		Settlement Year		Contract amounts				Contract interest rate						Contract Exchange Rate
Type	Counterparty	Contract Year		Settlement Year		Pay		Receive		Pay			Receive			Contract Exchange Rate
						(KRW in millions, USD in thousands)
	HSBC		2013		2020		USD 92,940		AUD 100,000		3M Libor +1.22	%		5.75	%		0.93
	HSBC		2013		2020		USD 93,480		AUD 100,000		3M Libor +1.18	%		5.75	%		0.93
	Standard Chartered		2013		2020		USD 117,250		AUD 125,000		3M Libor +1.25	%		5.75	%		0.94
Cash flow hedge	Citibank		2006		2016		KRW 113,200		USD 100,000		1.05	%		6.00	%		1,132.00
	Barclays Bank PLC		2006		2016		KRW 113,200		USD 100,000		1.05	%		6.00	%		1,132.00
	Credit Suisse		2006		2016		KRW 113,200		USD 100,000		1.05	%		6.00	%		1,132.00
	Goldman Sachs		2011		2017		KRW 105,260		USD 100,000		3.99	%		3.63	%		1,052.60
	Barclays Bank PLC		2011		2017		KRW 105,260		USD 100,000		3.99	%		3.63	%		1,052.60
	Citibank		2011		2017		KRW 105,260		USD 100,000		3.99	%		3.63	%		1,052.60
	HSBC		2012		2014		KRW 45,264		USD 40,000		3.25	%		3M Libor +1.50	%		1,131.60
	Citibank		2012		2014		KRW 33,948		USD 30,000		3.25	%		3M Libor +1.50	%		1,131.60
	RBS		2012		2014		KRW 22,632		USD 20,000		3.25	%		3M Libor +1.50	%		1,131.60
	UOB		2012		2014		KRW 33,948		USD 30,000		3.25	%		3M Libor +1.50	%		1,131.60
	DBS		2012		2014		KRW 56,580		USD 50,000		3.20	%		3M Libor +1.50	%		1,131.60
	ANZ		2012		2014		KRW 22,632		USD 20,000		3.20	%		3M Libor +1.50	%		1,131.60
	Citibank		2012		2014		KRW 20,369		USD 18,000		3.20	%		3M Libor +1.50	%		1,131.60
	Credit Suisse		2012		2014		KRW 45,264		USD 40,000		2.77	%		3M Libor +1.50	%		1,131.60
	RBS		2012		2014		KRW 58,843		USD 52,000		2.77	%		3M Libor +1.50	%		1,131.60
	Citibank		2013		2018		KRW 54,570		USD 50,000		2.90	%		3M Libor +1.01	%		1,091.40
	Standard Chartered		2013		2018		KRW 54,570		USD 50,000		2.90	%		3M Libor +1.01	%		1,091.40
	Credit Suisse		2013		2018		KRW 111,410		USD 100,000		3.22	%		3M Libor +1.50	%		1,114.10
	UBS AG		2006		2016		KRW 98,100		USD 100,000		5.48	%		5.50	%		981
	Credit Suisse		2006		2016		KRW 98,100		USD 100,000		5.48	%		5.50	%		981
	Barclays Bank PLC		2006		2016		KRW 71,888		USD 75,000		4.81	%		5.50	%		958.51
	Deutsche Bank AG		2006		2016		KRW 71,888		USD 75,000		4.81	%		5.50	%		958.51
	Barclays Bank PLC		2012		2017		KRW 142,500		USD 125,000		3.83	%		3.13	%		1,140.00
	Morgan Stanley		2012		2017		KRW 142,500		USD 125,000		3.83	%		3.13	%		1,140.00
	RBS		2012		2017		KRW 142,500		USD 125,000		3.83	%		3.13	%		1,140.00
	JP Morgan		2012		2017		KRW 142,500		USD 125,000		3.83	%		3.13	%		1,140.00
	RBS		2013		2019		KRW 118,343		CHF 100,000		3.47	%		1.63	%		1,183.43

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	Counterparty	Contract Year		Settlement Year		Contract amounts				Contract interest rate						Contract Exchange Rate
Type	Counterparty	Contract Year		Settlement Year		Pay		Receive		Pay			Receive			Contract Exchange Rate
						(KRW in millions, USD in thousands)
	Barclays Bank PLC		2013		2019		KRW 59,172		CHF 50,000		3.47%			1.63	%		1,183.43
	Nomura		2013		2019		KRW 59,172		CHF 50,000		3.47%			1.63	%		1,183.43
	Barclays Bank PLC		2013		2018		KRW 107,360		USD 100,000		3.34%			2.88	%		1,073.60
	RBS		2013		2018		KRW 107,360		USD 100,000		3.34%			2.88	%		1,073.60
	JP Morgan		2013		2018		KRW 161,040		USD 150,000		3.34%			2.88	%		1,073.60
	Standard Chartered		2013		2018		KRW 161,040		USD 150,000		3.34%			2.88	%		1,073.60
	Barclays Bank PLC		2004		2014		KRW 172,875		USD 150,000		5.10%			5.75	%		1,152.50
	Barclays Bank PLC		2013		2018		KRW 81,188		USD 75,000		2.65%			1.88	%		1,082.50
	RBS		2013		2018		KRW 81,188		USD 75,000		2.65%			1.88	%		1,082.50
	Deutsche Bank		2013		2018		KRW 81,188		USD 75,000		2.65%			1.88	%		1,082.50
	Citibank		2013		2018		KRW 81,188		USD 75,000		2.65%			1.88	%		1,082.50
	BTMU		2010		2015		KRW 55,900		USD 50,000		4.03%			3M Libor +1.20	%		1,118.00
	RBS		2012		2017		KRW 115,140		USD 100,000		3.38%			2.50	%		1,151.40
	BNP Paribas		2012		2017		KRW 115,140		USD 100,000		3.38	%		2.50	%		1,151.40
	Hana Bank		2012		2017		KRW 115,140		USD 100,000		3.38%			2.50	%		1,151.40
	Barclays Bank PLC		2012		2017		KRW 57,570		USD 50,000		3.38%			2.50	%		1,151.40
	Standard Chartered		2012		2017		KRW 57,570		USD 50,000		3.38%			2.50	%		1,151.40
	Nomura		2012		2017		KRW 57,570		USD 50,000		3.38%			2.50	%		1,151.40
	Credit Agricole		2012		2017		KRW 57,570		USD 50,000		3.38%			2.50	%		1,151.40
	Societe Generale		2013		2018		KRW 106,190		USD 100,000		3.48%			2.63	%		1,061.90
	BNP Paribas		2013		2018		KRW 53,095		USD 50,000		3.48%			2.63	%		1,061.90
	Hana Bank		2013		2018		KRW 53,095		USD 50,000		3.48%			2.63	%		1,061.90
	Standard Chartered		2013		2018		KRW 106,030		USD 100,000		3.48%			2.63	%		1,060.30
	Barclays Bank PLC		2013		2018		KRW 53,015		USD 50,000		3.48%			2.63	%		1,060.30
	Hana Bank		2013		2018		KRW 31,809		USD 30,000		3.48%			2.63	%		1,060.30
	Societe Generale		2013		2018		KRW 21,206		USD 20,000		3.48%			2.63	%		1,060.30
	HSBC		2013		2018		KRW 53,015		USD 50,000		3.47%			2.63	%		1,060.30
	Nomura		2013		2018		KRW 53,015		USD 50,000		3.47%			2.63	%		1,060.30

Under these currency swap contracts, we recognized a valuation loss of Won 217,361 million in 2013, net.

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Details of interest rate contracts outstanding as of December 31, 2013 are as follows:


	Counterparty	Contract Year		Settlement Year		Notional Amount		Contract Interest Rate Per Annum
Type	Counterparty	Contract Year		Settlement Year		Notional Amount		Pay			Receive
						(KRW in millions, USD in thousands)
Trading	Nonghyup Bank		2010		2015		KRW 100,000		4.90	%		3M CD + 1.05	%
	Nonghyup Bank		2010		2015		KRW 100,000		4.83	%		3M CD + 0.90	%
	Nonghyup Bank		2010		2015		KRW 50,000		4.77	%		3M CD + 0.90	%
	Korea Development Bank		2012		2016		KRW 200,000		3.57	%		3M CD + 0.26	%
	Nonghyup Bank		2012		2016		KRW 100,000		3.49	%		3M CD + 0.25	%
	Korea Development Bank		2012		2016		KRW 50,000		3.49	%		3M CD + 0.25	%
	HSBC		2012		2016		KRW 50,000		3.49	%		3M CD + 0.25	%
	Standard Chartered		2012		2016		KRW 200,000		3.55	%		3M CD + 0.26	%
	Standard Chartered		2012		2017		KRW 160,000		3.57	%		3M CD + 0.32	%
	JP Morgan		2013		2018		KRW 150,000		3.58	%		3M CD + 0.31	%
	Korea Exchange Bank		2011		2014		KRW 100,000		4.08	%		3M CD + 0.03	%
	Korea Exchange Bank		2011		2014		KRW 100,000		3.89	%		3M CD + 0.05	%
	Shinhan Bank		2011		2014		KRW 100,000		3.63	%		3M CD + 0.18	%
	Korea Exchange Bank		2011		2014		KRW 200,000		3.66	%		3M CD + 0.24	%
	Korea Exchange Bank		2012		2015		KRW 100,000		3.58	%		3M CD + 0.15	%
	Korea Exchange Bank		2012		2015		KRW 200,000		3.65	%		3M CD + 0.10	%
	Korea Exchange Bank		2012		2015		KRW 100,000		2.86	%		3M CD + 0.05	%
	Korea Exchange Bank		2013		2016		KRW 100,000		2.82	%		3M CD + 0.04	%
	Korea Exchange Bank		2013		2016		KRW 200,000		2.57	%		3M CD + 0.04	%
	Korea Exchange Bank		2013		2016		KRW 100,000		2.75	%		3M CD + 0.03	%
Cash flow hedge	BNP Paribas		2009		2027		USD 108,633		4.16	%		6M USD Libor
	KFW		2009		2027		USD 108,633		4.16	%		6M USD Libor
	Credit Agricole		2012		2033		USD 106,684		3.98 4.10	% ~ %		6M USD Libor
	SMBC		2012		2033		USD 139,510		4.05 4.18	% ~ %		6M USD Libor

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Under these interest rate swap contracts, we recognized a valuation gain of Won 13,112 million in 2013, net.

We engage in transactions denominated in foreign currencies and consequently, we become exposed to fluctuations in exchange rates. The carrying amounts of our foreign currency-denominated monetary assets and monetary liabilities as of December 31, 2012 and 2013 were as follows:


	Assets				Liabilities
Type	2012		2013		2012		2013
	(In thousands of USD, EUR, GBP and other foreign currencies)
AUD		1,188		1,460		152,692		321,444
CAD		2,314		4		4		611
CNY		1		1		—		—
EUR		9,091		27,946		18,792		33,398
IDR		711,304		546,902		1,726		2,973
MXN		703		5,064		—		426
PHP		1,043,932		248,623		31,675		22,954
SAR		1,309		1,565		—		—
USD		292,256		627,504		9,866,661		11,207,483
INR		417,544		362,996		52,755		500,933
PKR		63,445		116,847		277		650
MGA		240,233		2,124,218		92,979		101,503
JPY		520		176,921		20,006,730		22,521,580
KZT		720,121		164,790		—		16,517
GBP		6		—		253		4
CHF		—		143,120		223		400,012
AED		220		288		1,829		809
SEK		—		—		1,105		—
JOD		—		132		—		1
BDT		—		34,753		—		2,977
CLP		—		93		—		—

The following analysis sets forth the sensitivity of our consolidated net income before income taxes (our “pre-tax income”) to changes in exchange rates, interest rates, electricity rates and fuel costs. For purposes of this section, we and our related parties will be deemed one entity. The range of changes in such risk categories represents our view of the changes that are reasonably possible over a one-year period, although it is difficult to predict such changes as a result of adverse economic developments in Korea. See Item 3D. “Risk Factors—Risks Relating to Korea and the Global Economy—Unfavorable financial and economic conditions in Korea and globally may have a material adverse impact on us.” The following discussion only addresses material market risks faced by us and does not discuss other risks which we face in the normal course of business, including country risk, credit risk and legal risk. Unless otherwise specified, all calculations are made under IFRS.

If Won depreciates against U.S. dollar and all other foreign currencies held by us by 10% and all other variables are held constant from their levels as of December 31, 2013, we estimate that our unrealized foreign exchange translation losses will increase by Won 1,200 billion in 2014. Such sensitivity analysis is conducted for monetary assets and liabilities denominated in foreign currencies other than functional currency as of December 31, 2013 and 2012, before accounting for swap transactions. To manage our foreign currency risk related to foreign currency-denominated receivables and payables, we have a policy of entering into currency forward agreements. In addition, to manage our foreign currency risk related to foreign currency-denominated expected sales transactions and purchase transactions, we enter into cross-currency swap agreements.

We are exposed to interest rate risk due to its borrowing with floating interest rates. If interest rates increase by 1% on all of our borrowings and debentures bearing variable interest and all other variables are held constant

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as of December 31, 2013, we estimate that our income before income taxes will decrease by Won 73.5 billion (not reflecting the fact that a portion of such interest may be capitalized under IFRS) in 2014. Such sensitivity analysis does not take into consideration interest rate swap transactions. To manage our interest rate risks, we, in addition to maintaining an appropriate mix of fixed and floating rate loans, have entered into certain interest rate swap agreements.

We are exposed to electricity rates risk due to the rate regulation by the Government, which considers the effect of electricity rate changes on the national economy. If the electricity rate rises by 1% and all other variables are held constant as of December 31, 2013, we estimate that our income before income taxes will increase by Won 511.1 billion in 2014.

We are exposed to fuel price risks due to the heavy influence of fuel costs on our sales and cost of sales. If the fuel prices of anthracite and bituminous coal, oil, LNG and others used for generation by us and our generation subsidiaries rise by 1% and all other variables are held constant as of December 31, 2013, we estimate that our income before income taxes will decrease by Won 242 billion in 2014.

The above discussion and the estimated amounts generated from the sensitivity analyzes referred to above include “forward-looking statements,” which assume for analytical purposes that certain market conditions may occur. Accordingly, such forward-looking statements should not be considered projections by us of future events or losses.

See Note 44 of the notes to our consolidated financial statements included in this annual report for further related information.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Item 12A. Debt Securities

Not applicable.

Item 12B. Warrants and Rights

Not applicable.

Item 12C. Other Securities

Not applicable.

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Item 12D. American Depositary Shares

Under the terms of the Deposit Agreement in respect of our ADSs, the holder and beneficiary owners of ADSs, any party depositing or withdrawing or surrendering ADSs or ADRs, whichever applicable, may be required to pay the following fees and charges to JPMorgan Chase Bank acting as depositary for our ADSs:


Item	Services	Fees

1	Taxes and other governmental charges	As applicable

2	Registration of transfer of common shares generally on our shareholders’ register, any institution authorized under the applicable law to effect book-entry transfers of securities (including Korea Securities Depositary), or any entity that presently carries out the duties of registrar for the common shares, and applicable to transfers of common shares to the name of the Depositary or its nominee on the making of deposits or withdrawals	A fee of $1.50 or less per ADS

3	Cable, telex and facsimile transmission expenses	As applicable

4	Expenses incurred by the Depositary in the conversion of foreign currency	As applicable

5	Execution and delivery of ADRs and the surrender of ADRs	Fee of $0.05 or less per ADS

6	Cash distribution made by the Depositary or its agent	Fee of $0.02 or less per ADS

7	Fee for the distribution of proceeds of sales of securities or rights for distribution other than cash, common shares or rights to subscribe for shares, distribution in shares or distribution in rights to subscribe for shares	Lesser of (i) the fee for the execution and delivery of ADRs referred to above which would have been charged as a result of the deposit by the holders of securities or common shares received in exercise of rights distributed to them, but which securities or rights are instead sold by the Depositary and the net proceeds distributed and (ii) the amount of such proceeds

8	Depositary services performed in administering the ADRs (which fee shall be assessed against holders of ADSs as of the record date or dates and shall be payable at the sole discretion of the Depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions)	Fee of US$0.02 or less per ADS per calendar year

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 transaction 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

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distributed. In the case of distributions other than cash (i.e., stock dividends, rights offerings), 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 un-certificated 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 central clearing and settlement system, the Depository Trust Company (“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 the ADS holder.

The fees and charges the ADS holders may be required to pay may vary over time and may be changed by us and by the depositary. The ADS holders will receive prior notice of such changes.

Depositary Payments for the Fiscal Year 2013

The following table sets forth our expenses incurred in 2013, which were reimbursed by JPMorgan Chase Bank, N.A., acting as depositary for our ADSs:


	(In thousands of U.S. dollars)
Reimbursement of listing fees on the New York Stock Exchange	US$	91
Reimbursement of legal fees		491
Reimbursement of accounting fees		178
Contributions towards our investor relations and other financing efforts (including investor conferences, non-deal roadshows and market information services)		1,548
Other		123

Total	US$	2,431

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PART II

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 Control

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of December 31, 2013. 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 provide only reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that the design and operation of our disclosure controls and procedures as of December 31, 2013 were effective to provide reasonable assurance that information required to be disclosed by us in the reports we file and 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 chief financial officer, as appropriate to allow timely decision 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, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for our company. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles and 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 a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only in accordance with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated 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.

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As required by Section 404 of the Sarbanes-Oxley Act of 2002 and related rules as promulgated by the Securities and Exchange Commission, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 using criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2013 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992).

Audit Report of the Independent Registered Public Accounting Firm

KPMG Samjong Accounting Corp. has issued an audit report on the effectiveness of our internal control over financial reporting, which is included elsewhere in this annual report.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We operate an integrated ERP system for a transparent and efficient management of the core ERP components, including personnel, accounting, procurement, construction and facilities maintenance. In addition, we also operate a strategic enterprise management system that includes business warehouse, management information and business planning and simulation systems. We continue to upgrade and improve the ERP system, which is being used as our core information infrastructure.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Our board of directors has determined that we have at least one “audit committee financial expert” as such term is defined by the regulations of the Securities and Exchange Commission issued pursuant to Section 407 of the Sarbanes-Oxley Act of 2002. Our audit committee financial expert is Cho, Jeon-Hyeok. Such member currently remains a member of the audit committee and is independent within the meaning of the Korea Stock Exchange listing standards, the regulations promulgated under the Enforcement Decree of the Korean Commercial Code and the New York Stock Exchange listing standards. For biographic information of our audit committee financial expert, Cho, Jeon-Hyeok, see Item 6A. “Directors and Senior Management.”

ITEM 16B. CODE OF ETHICS

We have adopted a code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required under Section 406 of the Sarbanes-Oxley Act of 2002, together with an insider reporting system in compliance with Section 301 of the Sarbanes-Oxley Act. The code of ethics is available on our website www.kepco.co.kr. We have not granted any waiver, including an implicit waiver, from a provision of the code of ethics to any of the above-mentioned officers during our most recently completed fiscal year.

ITEM 16C. PRINCIPAL AUDITOR FEES AND SERVICES

The following table sets forth the aggregate fees billed for each of the years ended December 31, 2012 and 2013 for professional services rendered by our principal auditors for such year, for various types of services and a brief description of the nature of such services. Deloitte Anjin LLC, a member firm of Deloitte Touche Tohmatsu Limited, was our principal auditor for the year ended December 31, 2012. KPMG Samjong

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Accounting Corp., a Korean independent registered public accounting firm, was our principal auditor for the year ended December 31, 2013 and we currently expect KPMG Samjong Accounting Corp. to serve as our principal auditor for the year ended December 31, 2014.


	Aggregate Fees Billed During
Type of Services	2012		2013		Nature of Services
	(In millions of Won)
Audit Fees	￦	3,109	￦	2,979	Audit service for KEPCO and its subsidiaries.
Audit-Related Fees		355		94	Accounting advisory service.
Tax Fees		—		35	Tax return and consulting advisory service.
All Other Fees		—		496	All other services which do not meet the three categories above.

Total	￦	3,464	￦	3,604

United States law and regulations in effect since May 6, 2003 generally require all service of the principal auditors be pre-approved by an independent audit committee or, if no such committee exists with respect to an issuer, by the entire board of directors. We have adopted the following policies and procedures for consideration and approval of requests to engage our principal auditors to perform audit and non-audit services. If the request relates to services that would impair the independence of our principal auditors, the request must be rejected. If the service request relates to audit and permitted non-audit services for us and our subsidiaries, it must be forwarded to our audit committee and receive pre-approval.

In addition, United States law and regulations permit the pre-approval requirement to be waived with respect to engagements for non-audit services aggregating no more than five percent of the total amount of revenues we paid to our principal auditors, if such engagements were not recognized by us at the time of engagement and were promptly brought to the attention of our audit committee or a designated member thereof and approved prior to the completion of the audit.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEE

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTS

Due to the expiration of the term of the appointment of Deloitte Anjin LLC as the independent registered public accounting firm for us and our certain other subsidiaries, including KHNP, as of the fiscal year ended December 31, 2012, we appointed KPMG Samjong Accounting Corp. as the independent registered public accounting firm for us and KHNP for the years ended December 31, 2013, 2014 and 2015, effective from January 1, 2013. The decision to make such appointment was approved at our audit committee meeting on March 27, 2013.

The foregoing decision to change the independent registered public accounting firm was made pursuant to the rules of the Board of Audit and Inspection, a Government agency, relating to audits of public enterprises, under which a public accounting firm may not audit a public enterprise (including us and KHNP) for a term exceeding six consecutive years. The fiscal year 2012 marked the sixth year of audit by Deloitte Anjin LLC of us and KHNP.

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The consolidated financial statements as of and for the years ended December 31, 2011 and 2012, before the effects of the retrospective adjustments to apply the changes in accounting described in Note 2 thereto and the retrospective adjustments to the disclosures for a change in the composition of segments discussed in Note 4 thereto, were audited by Deloitte Anjin LLC. Deloitte Anjin LLC’s engagement as our independent registered public accounting firm was terminated after the completion of the audit of our consolidated financial statements as of and for the year ended December 31, 2012. The audit report of Deloitte Anjin LLC on our consolidated financial statements as of and for the years ended December 31, 2011 and 2012, before the effects of the adjustments discussed in Note 2 and Note 4 thereto, prepared in accordance with IFRS did not contain an adverse opinion or a disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, in connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2011 and 2012, before the effects of the adjustments discussed in Note 2 and Note 4 thereto, there were no disagreements (as described in Item 16F(a)(1)(iv) of Form 20-F) with Deloitte Anjin LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte Anjin LLC, would have caused Deloitte Anjin LLC to make reference to the subject matter of the disagreement in connection with their reports. In addition, we confirm that between January 1, 2011 and the date of the termination of Deloitte Anjin’s engagement as our independent registered public accounting firm, there were no “reportable events” requiring disclosure pursuant to Item 16F(a)(1)(v) of Form 20-F. The foregoing also applies in the same way to KHNP’s consolidated financial statements as of and for the years ended December 31, 2011 and 2012, before the effects of the adjustments discussed in Note 2 thereto, and the audit report of Deloitte Anjin LLC thereon; and KHNP also did not have any disagreements with Deloitte Anjin LLC as to the matters mentioned above and there were similarly no reportable events as applies to KHNP.

Between January 1, 2011 and the date of appointment of KPMG Samjong Accounting Corp. as our independent registered public accounting firm, neither we nor anyone on our behalf consulted with KPMG Samjong Accounting Corp. with respect to either (1) the application of accounting principles 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 KPMG Samjong Accounting Corp. concluded was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or (2) any matter that was either the subject of a disagreement, as defined in Item 16F(a)(1)(iv) of Form 20-F and the related instructions to Item 16F, or a reportable event, as described in Item 16F(a)(1)(v) of Form 20-F. Similarly, neither KHNP nor anyone on its behalf consulted with KPMG Samjong Accounting Corp. with respect to the matters mentioned above.

We provided a copy of this disclosure to Deloitte Anjin LLC and requested that Deloitte Anjin LLC furnish us with a letter addressed to the SEC stating whether or not it agrees with the statements made above. A copy of Deloitte Anjin LLC’s letter addressed to the SEC dated April 30, 2013 is attached to this annual report as Exhibit 15.5.

ITEM 16G. CORPORATE GOVERNANCE

We are committed to high standards of corporate governance. We are in compliance with the corporate governance provisions of the KEPCO Act, the Public Agencies Management Act, the Korean Commercial Code, the Financial Investment Services and Capital Markets Act of Korea and the Listing Rules of the Korea Exchange. We, like all other companies in Korea, must comply with the corporate governance provisions under the Korean Commercial Code, except to the extent the KEPCO Act and the Public Agencies Management Act otherwise require. In addition, as a listed company, we are subject to the Financial Investment Services and Capital Markets Act of Korea, unless the Financial Investment Services and Capital Markets Act of Korea otherwise provides.

The Public Agencies Management Act

On April 1, 2007, the Government-invested Enterprise Management Basic Act, which was enacted in 1984, was abolished and the Public Agencies Management Act took effect. Unless stated otherwise, the Public Agencies

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Management Act takes precedence over any other laws and regulations in the event of inconsistency. Under this Act, the minister of the Ministry of Strategy and Finance designated us as a “market-oriented public enterprise,” as defined under this Act, on April 2, 2007, and we became subject to this Act accordingly.

The Public Agencies Management Act requires a number of changes in the appointment process for our executive officers, which we have incorporated in our amendment to our Articles of Incorporation in September 2007. A senior non-standing director appointed by the minister of the Ministry of Strategy and Finance becomes our chairman of the board following the review and resolution of the Public Agencies Operating Committee. Our president is appointed by the President of the Republic upon the motion of the Ministry of Trade, Industry and Energy following the nomination by our director nomination committee, the review and resolution of the Public Agencies Operating Committee pursuant to the Public Agencies Management Act and an approval at the general meeting of our shareholders. Standing directors other than our president must be appointed by our president with the approval at the general meeting of our shareholders from a pool of candidates recommended by our director nomination committee. Prior to the enactment of the Act, standing directors were appointed directly by the minister of the Ministry of Trade, Industry and Energy. The non-standing directors must be appointed by the minister of the Ministry of Strategy and Finance following the review and resolution of the Public Agencies Operating Committee from a pool of candidates recommended by the director nomination committee and must have ample knowledge and experience in business management. Government officials that are not part of the teaching staff in national and public schools are ineligible to become our non-standing directors.

Under the Public Agencies Management Act and our Articles of Incorporation, the term of office for directors is three years for the president and two years for other directors. The directors may be reappointed for an additional term of one year. In order to be reappointed, the president must be evaluated on the basis of his management performance; a standing director, on the basis of the performance of the duties for which he was elected to perform, or if the standing director has executed an incentive bonus contract, on the basis of his performance under the contract; and a non-standing director, on the basis of his performance of the duties for which he was elected to perform.

Under the Public Agencies Management Act and our Articles of Incorporation, a recommendation from the director nomination committee is required for the appointment of our executive officers, except in the case of reappointments. The director nomination committee consists of five to fifteen members, including private-sector members appointed by the board of directors. Non-standing directors must comprise at least the majority of the director nomination committee. One of the private-sector members must be able to represent our opinion and must not be currently employed by us. As required under the Public Agencies Management Act, we established an audit committee. At least two-thirds of the audit committee members must be non-standing directors, and at least one committee member must be an expert in finance or accounting. According to the Public Agencies Management Act, our president’s term cannot be terminated unless done so by the President of the Republic pursuant to the Public Agencies Management Act or upon an event as specified in our Articles of Incorporation.

As required under Public Agencies Management Act, we submit to the Government by October 31 every year a report on our medium- to long-term management goals. Under the Public Agencies Management Act, we are also required to give separate public notice of important management matters, such as our budget and financial statements, status of directors and annual reports. In addition, for purposes of providing a comparison of the management performances of government agencies, we are required to post on a designated website a notice on a standard form detailing our management performance. Following consultation with the minister of the Ministry of Trade, Industry and Energy and the review and resolution of the operating committee, the Ministry of Strategy and Finance must examine the adequacy and competency of government agencies and establish plans on merger, abolishment, restructuring and privatization of public agencies. In such case, the minister of the Ministry of Trade, Industry and Energy must execute these plans and submit a performance report to the Ministry of Strategy and Finance.

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subject to the same regulations applicable to us with regards to corporate governance matters such as the appointment and dismissal of directors and the composition of the boards of directors. However, as market-oriented public enterprises, our generation subsidiaries are currently subject to the same corporate governance rules applicable to us. All of our generation subsidiaries accordingly amended their respective articles of incorporation in 2011 and are subject to the same system of regulations applicable to us.

Differences in Korean/New York Stock Exchange Corporate Governance Practices

We are a “foreign private issuer” (as such term is defined in Rule 3b-4 under the Exchange Act), and our ADSs are listed on the New York Stock Exchange, or NYSE. Under Section 303A of the NYSE Listed Company Manual, NYSE-listed companies that are foreign private issuers are permitted to follow home country practice in lieu of the corporate governance provisions specified by the NYSE with limited exceptions. Under the NYSE Listed Company Manual, we as a foreign private issuer are required to disclose significant differences between NYSE’s corporate governance standards and those we follow under Korean law. The following summarizes some significant ways in which our corporate governance practices differ from those followed by U.S. companies listed on the NYSE under the listing rules of the NYSE:

Majority of Independent Directors on the Board

Under the NYSE listing rules, U.S. companies listed on the NYSE must have a board the majority of which is comprised of independent directors satisfying the requirements of “independence” as set forth in Rule 10A-3 under the Exchange Act. No director qualifies as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with us). The NYSE rules include detailed tests for determining director independence. While as a foreign private issuer, we are exempt from this requirement, our board of directors is in compliance with this requirement as it currently consists of 15 directors, of which eight directors satisfy the requirements of “independence” as set forth in Rule 10A-3 under the Exchange Act. U.S. companies listed on the NYSE are required to adopt and disclose corporate governance guidelines. Under the Public Agencies Management Act, more than one-half of our directors must be non-standing directors. The Financial Investment Services and Capital Markets Act of Korea deems a non-standing director nominated pursuant to other applicable laws (such as the Public Agencies Management Act) as an “outside” or “non-executive” director. Under the Public Agencies Management Act, a non-standing director is appointed by the Ministry of Strategy and Finance following the review and resolution of the Public Agencies Operating Committee from a pool of candidates recommended by the director nomination committee and must have ample knowledge and experience in business management. Government officials that are not part of the teaching staff in national and public schools are ineligible to become our non-standing directors.

Executive Session

Under the NYSE listing rules, non-management directors of U.S. companies listed on the NYSE are required to meet on a regular basis without management present and independent directors must meet separately at least once per year. While no such requirement currently exists under applicable Korean law, listing standards or our Articles of Incorporation, exclusive sessions were held quarterly in 2013 in order to promote the exchange of diverse opinions by non-standing directors.

Audit Committee

Under the NYSE listing rules, listed companies must have an audit committee that has a minimum of three members, and all audit committee members must satisfy the requirements of independence set forth in Section 303A.02 of the NYSE Listed Company Manual and Rule 10A-3 under the Exchange Act. We are in compliance with this requirement as our audit committee is comprised of three outside directors meeting the requirements of independence set forth in Section 303A.02 of the NYSE Listed Company Manual and

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Rule 10A-3 under the Exchange Act. The audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of the independent registered public accountants. Our board of auditors performs the roles and responsibilities required of an audit committee under the Sarbanes-Oxley Act, including the supervision of the audit by the independent registered public accountants. Under the Korea Exchange listing rules and the Korean Commercial Code, a large listed company must also establish an audit committee of which at least two-thirds of its members must be outside directors and whose chairman must be an outside director. In addition, at least one member of the audit committee who is an outside director must also be an accounting or financial expert. Currently, our audit committee consists of three independent directors, and our audit committee is in compliance with the foregoing requirements under the NYSE listing rules, the Sarbanes-Oxley Act, the Korea Exchange listing rules and the Korean Commercial Code.

Nomination/Corporate Governance Committee

Under the NYSE listing rules, U.S. companies listed on the NYSE must have a nomination/corporate governance committee composed entirely of independent directors. In addition to identifying individuals qualified to become board members, this committee must develop and recommend to the board a set of corporate governance principles. Under the Public Agencies Management Act, we are required to have a director nomination committee which consists of non-standing directors and ad hoc members appointed by our Board of Directors. Our standing directors and executives as well as governmental officials that are not part of the teaching staff in national and public schools are ineligible to become a member of our director nomination committee. There is no requirement to establish a corporate governance committee under applicable Korean law.

Pursuant to the NYSE listing standards, non-management directors must meet on a regular basis without management present and independent directors must meet separately at least once per year. No such requirement currently exists under applicable Korean law.

Compensation Committee

Under the NYSE listing rules, U.S. companies listed on the NYSE are required to have a compensation committee which is composed entirely of independent directors. In January 2013, the SEC approved amendments to the listing rules of NYSE and NASDAQ regarding the independence of compensation committee members and the appointment, payment and oversight of compensation consultants. The listing rules were adopted as required by Section 952 of the Dodd-Frank Act and rule 10C-1 of the Securities Exchange Act of 1934, as amended, which direct the national securities exchanges to prohibit the listing of any equity security of a company that is not in compliance with the rule’s compensation committee director and advisor independence requirements. Certain elements of the listing rules became effective on July 1, 2013 and companies listed on the NYSE must comply with such listing rules by the earlier of the company’s first annual meeting after January 15 or October 31, 2014.

No such requirement currently exists under applicable Korean law or listing standards, and we currently do not have a compensation committee.

Corporate Governance Guidelines and Code of Business Conduct and Ethics

Under the NYSE listing rules, U.S. companies listed on the NYSE are required to establish corporate governance guidelines and to adopt 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. As a foreign private issuer, we are exempt from this requirement. Pursuant to the requirements of the Sarbanes-Oxley Act, we have adopted a code of ethics applicable to our President & Chief Executive Officer and all other directors and executive officers including the Chief Financial Officer and the Chief Accounting Officer, as well as all financial, accounting and other officers that are involved in the preparation and disclosure of our consolidated financial statements and internal control of financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We have also adopted

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an insider reporting system in compliance with Section 301 of the Sarbanes-Oxley Act. The code of ethics applicable to our executive officers as well as the financial officers of the holding company and its subsidiaries are available on www.kepco.co.kr.

Shareholder Approval of Equity Compensation Plans

Under the NYSE listing rules, shareholders of U.S. companies listed on the NYSE are required to approve all equity compensation plans. Under Korean law and regulations, stock options can be granted to employees to the extent expressly permitted by the articles of incorporation. We currently don’t have any equity compensation plans.

Annual Certification of Compliance

Under the NYSE listing rules, a chief executive officer of a U.S. company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. As a foreign private issuer, we are not subject to this requirement. However, in accordance with rules applicable to both U.S. companies and foreign private issuers, we are required to promptly notify the NYSE in writing if any executive officer becomes aware of any material noncompliance with the NYSE corporate governance standards applicable to us. In addition, foreign private issuers, including us, are required to submit to the NYSE an annual written affirmation relating to compliance with Sections 303A.06 and 303A.11 of the NYSE listed company manual, which are the NYSE corporate governance standards applicable to foreign private issuers. All written affirmations must be executed in the form provided by the NYSE, without modification. An annual written affirmation is required to be submitted to the NYSE within 30 days of filing with the SEC our annual report on Form 20-F. We have been in compliance with this requirement in all material respects and plan to submit such affirmation within the prescribed time line.

Whistle Blower Protection

On May 25, 2011, the SEC adopted final rules to implement whistleblower provisions of the Dodd-Frank Act, which are applicable to foreign private issuers with securities registered under the U.S. securities laws. The final rules provide that any eligible whistleblower who voluntarily provides the SEC with original information that leads to the successful enforcement of an action brought by the SEC under U.S. securities laws must receive an award of between 10 and 30 percent of the total monetary sanctions collected if the sanctions exceed $1,000,000. An eligible whistleblower is defined as someone who provides information about a possible violation of the securities laws that he or she reasonably believes has occurred, is ongoing, or is about to occur. The possible violation does not need to be material, probably or even likely, but the information must have a “facially plausible relationship to some securities law violation”; frivolous submissions would not qualify. The final rules also prohibit retaliation against the whistleblower. While the final rules do not require employees to first report allegations of wrongdoing through a company’s corporate compliance system, they do seek to incentivize whistleblowers to utilize internal corporate compliance first by, among other things, (i) giving employees who first report information internally the benefit of the internal reporting date for purposes of the SEC program so long as the whistleblower submits the same information to the SEC within 120 days of the initial disclosure; (ii) clarifying that the SEC will consider, as part of the criteria for determining the amount of a whistleblower’s award, whether the whistleblower effectively utilized the company’s corporate compliance program or hindered the function of the program; and (iii) crediting a whistleblower who reports internally first and whose company passes the information along to the SEC, which would mean the whistleblower could receive a potentially higher award for information gathered in an internal investigation initiated as a result of the whistleblower’s internal report.

In addition, the final rules address concerns that the whistleblower rules incentivize officers, directors and those with legal, audit, compliance or similar responsibilities to abuse these positions by making whistleblower

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complaints to the SEC with respect to information they obtained in these roles by generally providing that information obtained through a communication subject to attorney-client privilege or as a result of legal representation would not be eligible for a whistleblower award unless disclosure would be permitted by attorney conduct rules. Accordingly, officers and directors, auditors and compliance personnel and other persons in similar roles would not be eligible to receive awards for information received in these positions unless (x) they have a reasonable basis to believe that (1) disclosure of the information is necessary to prevent the entity from engaging in conduct that is likely to cause substantial injury to the financial interests of the entity or investors; or (2) the entity is engaging in conduct that will impede an investigation of the misconduct, for example, destroying documents or improperly influencing witnesses; or (y) 120 days have passed since the whistleblower provided the information to senior responsible persons at the entity or 120 days have passed since the whistleblower received the information at a time when these people were already aware of the information.

In Korea, there is no corresponding law or regulation.

ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

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PART III

ITEM 17. FINANCIAL STATEMENTS

Not applicable.

ITEM 18. FINANCIAL STATEMENTS

Reference is made to Item 19 “Exhibits” for a list of all financial statements filed as part of this annual report.

ITEM 19. EXHIBITS

(a) Financial Statements filed as part of this Annual Report

See Index to Financial Statements on page F-1 of this annual report.

(b) Exhibits filed as part of this Annual Report

See Index of Exhibits beginning on page E-1 of this annual report.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.


KOREA ELECTRIC POWER CORPORATION
By:		/s/ Cho, Hwan-Eik
Name:		Cho, Hwan-Eik
Title:		President and Chief Executive Officer
Date:		April 30, 2014

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INDEX TO FINANCIAL STATEMENTS


	Page

Report of Independent Registered Public Accounting Firm KPMG Samjong Accounting Corp., on Consolidated Financial Statements (Korea Electric Power Corporation)		F-2

Report of Independent Registered Public Accounting Firm KPMG Samjong Accounting Corp., on Internal Control Over Financial Reporting (Korea Electric Power Corporation)		F-3

Report of Independent Registered Public Accounting Firm Deloitte Anjin LLC (Korea Electric Power Corporation)		F-5

Report of Independent Registered Public Accounting Firm Ernst & Young Han Young (Korea East-West Power Co., Ltd.)		F-6

Report of Independent Registered Public Accounting Firm Ernst & Young Han Young on Internal Control Over Financial Reporting (Korea East-West Power Co., Ltd.)		F-7

Report of Independent Registered Public Accounting Firm Ernst & Young Han Young (Korea South-East Power Co., Ltd.)		F-8

Consolidated Statements of Financial Position as of December 31, 2012 and 2013		F-9

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2011, 2012 and 2013		F-11

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2011, 2012 and 2013		F-13

Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2012 and 2013		F-16

Notes to the Consolidated Financial Statements		F-18

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM ON CONSOLIDATED FINANCIAL STATEMENTS

To the shareholders and Board of Directors of

Korea Electric Power Corporation:

We have audited the accompanying consolidated statement of financial position of Korea Electric Power Corporation (the “Company”) and subsidiaries as of December 31, 2013, and the related consolidated statements of comprehensive income (loss), changes in equity and cash flows, for the year ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We did not audit the financial statements of Korea East-West Power Co., Ltd., a consolidated subsidiary, whose financial statements comprise 3.93 percent of consolidated total assets (prior to inter-company eliminations) as of December 31, 2013 and 5.90 percent of consolidated total revenue (prior to inter-company eliminations) for the year ended December 31, 2013. Those financial statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts are based solely on the report of the other auditors. The accompanying consolidated financial statements of Korea Electric Power Corporation and subsidiaries as of December 31, 2012, and for the years ended December 31, 2011 and 2012, were audited by other auditors whose report thereon dated April 30, 2013, expressed an unqualified opinion on those financial statements, before the retrospective presentation of the power generation maintenance operating segment as a reportable segment as described in note 4 to the consolidated financial statements and the reclassification adjustments to present accrued incentive compensation as provisions instead of trade accounts payable and other as described in note 2.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the report of the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audit and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Korea Electric Power Corporation and subsidiaries as of December 31, 2013 and the results of their operations and their cash flows for the year then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have audited the retrospective presentation in 2011 and 2012 of the plant maintenance & engineering service operating segment as a reportable segment as described in note 4 and the reclassification adjustments to present accrued incentive compensation as provisions instead of trade accounts payable and other as described in note 2. In our opinion, such retrospective reportable segment presentation and reclassification adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2011 and 2012 consolidated financial statements of the Company other than with respect to the retrospective reportable segment presentation and reclassification adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2011 and 2012 consolidated financial statements of the Company taken as a whole.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 30, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting, based on our audit and the report of other auditors.

/s/ KPMG Samjong Accounting Corp.

Seoul, Korea

April 30, 2014

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON

INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and Board of Directors of

Korea Electric Power Corporation:

We have audited Korea Electric Power Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’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 Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We did not audit the internal control over financial reporting of Korea East-West Power Co., Ltd., a consolidated subsidiary, whose financial statements reflect total assets and revenues constituting 3.93 percent and 5.90 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2013. Korea East-West Power Co., Ltd.’s internal control over financial reporting was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to Korea East-West Power Co., Ltd’s internal control over financial reporting, is based solely on the report of the other auditors.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 and the report of other auditors provide a reasonable basis for our opinion.

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 group’s assets that could have a material effect on the financial statements.

Because of the 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.

In our opinion, based on our audit and the report of the other auditors, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

F-3

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2013, all expressed in Korean won, and our report dated April 30, 2014 expressed an unqualified opinion on those consolidated financial statements, based on our audit and the report of the other auditors.

/s/ KPMG Samjong Accounting Corp.

Seoul, Korea

April 30, 2014

F-4

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Korea Electric Power Corporation:

We have audited, before the effects of the retrospective adjustments to apply the changes in accounting described in Note 2 to the consolidated financial statements and the retrospective adjustments to the disclosures for a change in the composition of segments discussed in Note 4 to the consolidated financial statements, the consolidated statements of financial position of Korea Electric Power Corporation and subsidiaries (the “Company”) as of December 31, 2012, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2011 and 2012 (the 2011 and 2012 consolidated financial statements before the effects of the adjustments discussed in Note 2 and Note 4 to the consolidated financial statements are not presented herein). These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain consolidated subsidiaries whose financial statements reflect 4.7 percent of consolidated total assets as of December 31, 2012 and 9.5 and 10.1 percent of consolidated total revenue for each of the two years in the period ended December 31, 2011 and 2012. Those statements were audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Korea South-East Power Co., Ltd., is based solely on the report of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, such consolidated financial statements, before the effects of retrospective adjustment for the change in accounting described in Note 2 and retrospective adjustment for a change in segments discussed in Note 4, present fairly, in all material respects, the financial position of Korea Electric Power Corporation and subsidiaries as of December 31, 2012 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2011 and 2012, in conformity with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

We were not engaged to audit, review, or apply any procedures to the retrospective adjustments for the changes in accounting described in Note 2 to the consolidated financial statements, and the retrospective adjustments to the disclosures for a change in the composition of segments discussed in Note 4 to the consolidated financial statements and, accordingly, we do not express on opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditor.

/s/ Deloitte Anjin LLC

Seoul, Korea

April 30, 2013

F-5

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Korea East-West Power Co., Ltd.

We have audited the consolidated statement of financial position of Korea East-West Power Co., Ltd. and subsidiaries (the “Company”), a wholly owned subsidiary of Korea Electric Power Corporation as of December 31, 2013 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Korea East-West Power Co., Ltd. and subsidiaries as of December 31, 2013 and their consolidated results of operations, and their cash flows for the year ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Korea East-West Power Co., Ltd.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated April 30, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young Han Young

April 30, 2014

Seoul, Republic of Korea

F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Board of Directors and Stockholder of

Korea East-West Power Co., Ltd.

We have audited Korea East-West Power Co., Ltd.’s (the “Company”) internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) (the “COSO criteria”). Korea East-West Power Co., Ltd.’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. Our responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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.

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.

In our opinion, Korea East-West Power Co., Ltd. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on the COSO criteria.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position of Korea East-West Power Co., Ltd. as of December 31, 2013 and the related consolidated statements of comprehensive income, changes in equity and cash flows for the year ended December 31, 2013 and our report dated April 30, 2014 expressed an unqualified opinion thereon.

/s/ Ernst & Young Han Young

April 30, 2014

Seoul, Republic of Korea

F-7

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholder

Korea South-East Power Co., Ltd.

We have audited the consolidated statements of financial position of Korea South-East Power Co., Ltd. (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the two years in the period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Korea South-East Power Co., Ltd. as at December 31, 2012 and 2011 and the consolidated results of its financial performance, and its cash flows for each of the two years in the period ended December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ Ernst & Young Han Young

April 29, 2013

Seoul, Republic of Korea

F-8

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Position

As of December 31, 2012 and 2013


	Note			2012		2013
				In millions of won
Assets
Current assets
Cash and cash equivalents		5,6,7,44	￦		1,954,949		2,232,313
Current financial assets, net		5,10,11,12,44			656,217		436,213
Trade and other receivables, net		5,8,14,20,44,45,46			7,184,625		7,526,311
Inventories, net		13			3,440,341		4,279,593
Income tax receivables					30,476		223,803
Current non-financial assets		15			664,047		570,845
Non-current assets held for sale					2,828		—

Total current assets					13,933,483		15,269,078

Non-current assets
Non-current financial assets, net		5,6,9,10,11,12,44			1,873,676		1,902,953
Non-current trade and other receivables, net		5,8,14,44,45,46			1,254,330		1,644,333
Property, plant and equipment, net		18,27,48			122,376,140		129,637,596
Investment properties, net		19,27			590,223		538,327
Goodwill		16			—		2,582
Intangible assets other than goodwill, net		21,27			883,814		810,664
Investments in joint ventures		4,17			908,593		1,106,181
Investments in associates		4,17			3,982,340		4,124,574
Deferred tax assets		41			209,783		359,535
Non-current non-financial assets		15			140,438		131,511

Total non-current assets					132,219,337		140,258,256

Total Assets		4	￦		146,152,820		155,527,334

Liabilities
Current liabilities
Trade and other payables, net		5,22,24,44,46	￦		5,601,852		5,892,763
Current financial liabilities, net		5,11,23,44,46			7,788,819		8,425,231
Income tax payables					334,053		51,407
Current non-financial liabilities		20,28,29			4,117,440		4,730,631
Current provisions		26,44			974,915		1,113,817

Total current liabilities					18,817,079		20,213,849

Non-current liabilities
Non-current trade and other payables, net		5,22,24,44,46			4,173,691		3,971,519
Non-current financial liabilities, net		5,11,23,44,46			46,050,766		53,163,394
Non-current non-financial liabilities		28,29			6,298,650		6,985,641
Employee benefits obligations, net		25,44			2,144,334		2,137,296
Deferred tax liabilities		41			5,433,292		5,002,585
Non-current provisions		26,44			12,170,806		12,602,314

Total non-current liabilities					76,271,539		83,862,749

Total Liabilities		4	￦		95,088,618		104,076,598

(Continued)

F-9

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Position—(Continued)

As of December 31, 2012 and 2013


	Note			2012			2013
				In millions of won
Equity
Contributed capital		30,44
Share capital			￦		3,209,820			3,209,820
Share premium					843,758			843,758

					4,053,578			4,053,578
Retained earnings		31
Legal reserves					1,603,919			1,603,919
Voluntary reserves					25,961,315			22,753,160
Retained earnings before appropriations		32			4,999,049			8,409,007

					32,564,283			32,766,086

Other components of equity		34
Other capital surpluses					705,448			830,982
Accumulated other comprehensive income					11,957			55,538
Treasury stock					(741,489	)		(741,489	)
Other equity					13,294,990			13,294,973

					13,270,906			13,440,004

Equity attributable to owners of the Company					49,888,767			50,259,668

Non-controlling interests		16, 33			1,175,435			1,191,068

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

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

See accompanying notes to the consolidated financial statements.

F-10

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)

For the years ended December 31, 2011, 2012 and 2013


	Note			2011			2012			2013
				In millions of won, except per share information
Sales		4,35,44,46
Sales of goods			￦		41,397,469			46,906,587			51,132,803
Sales of construction services		20			1,455,132			1,856,045			2,253,083
Sales of other services					322,616			357,877			326,619

					43,175,217			49,120,509			53,712,505

Cost of sales		13,25,42,46
Cost of sales of goods					(40,926,543	)		(46,293,591	)		(47,983,987	)
Cost of sales of construction services					(1,405,302	)		(1,695,218	)		(2,159,023	)
Cost of sales of other services					(393,049	)		(470,453	)		(452,628	)

					(42,724,894	)		(48,459,262	)		(50,595,638	)

Gross profit					450,323			661,247			3,116,867

Selling and administrative expenses		25,36,42,46			(1,751,696	)		(1,780,168	)		(1,923,192	)
Other income		37			598,302			675,000			725,457
Other expenses		37			(147,595	)		(74,567	)		(99,811	)
Other gains (losses), net		38			165,703			(1,781,835	)		128,514

Operating profit (loss)		4			(684,963	)		(2,300,323	)		1,947,835
Finance income		5,11,39			607,592			1,128,357			629,542
Finance expenses		5,11,40			(2,518,850	)		(3,068,321	)		(2,931,622	)
Equity method income (loss) of associates and joint ventures		17
Share in income of associates and joint ventures					162,513			205,987			170,399
Gains on disposal of investments in associates and joint ventures					3,147			—			1,725
Share in loss of associates and joint ventures					(42,115	)		(20,127	)		(140,984	)
Losses on disposal of investments in associates and joint ventures					(450	)		(162	)		(45,291	)
Impairment losses on investments in associates and joint ventures					—			(8,757	)		(28,092	)

					123,095			176,941			(42,243	)

Loss before income taxes					(2,473,126	)		(4,063,346	)		(396,488	)

Income tax (expense) benefit		41			(819,871	)		985,377			570,794

Profit (loss) for the period			￦		(3,292,997	)		(3,077,969	)		174,306

(Continued)

F-11

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Loss)—(Continued)

For the years ended December 31, 2011, 2012 and 2013


	Note			2011			2012			2013
				In millions of won, except per share information
Other comprehensive income (loss)		5,11,25,34
Items that will not be reclassified subsequently to profit or loss:
Defined benefit plan actuarial gains (losses), net of tax		25,31	￦		(152,196	)		(41,310	)		132,457
Share in other comprehensive income (loss) of associates and joint ventures, net of tax		31			(5,002	)		(846	)		7,671
Items that may be reclassified subsequently to profit or loss:
Net change in the unrealized fair value of available-for-sale financial assets, net of tax		34			(174,958	)		2,245			86,570
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax		5,11,34			(27,999	)		(63,850	)		29,332
Foreign currency translation of foreign operations, net of tax		34			47,135			(121,892	)		(108,625	)
Share in other comprehensive income (loss) of associates and joint ventures, net of tax		34			50,862			(96,060	)		38,366

Other comprehensive income (loss), net of tax					(262,158	)		(321,713	)		185,771

Total comprehensive income (loss) for the period			￦		(3,555,155	)		(3,399,682	)		360,077

Profit (loss) attributable to:
Owners of the Company		43	￦		(3,370,464	)		(3,166,616	)		60,011
Non-controlling interests					77,467			88,647			114,295

			￦		(3,292,997	)		(3,077,969	)		174,306

Total comprehensive income (loss) attributable to:
Owners of the Company			￦		(3,627,669	)		(3,447,949	)		245,384
Non-controlling interests					72,514			48,267			114,693

			￦		(3,555,155	)		(3,399,682	)		360,077

Earnings (loss) per share		43
Basic and diluted earnings (loss) per share			￦		(5,411	)		(5,083	)		96

See accompanying notes to the consolidated financial statements.

F-12

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity

For the years ended December 31, 2011, 2012 and 2013


		Equity attributable to owners of the Company											Non- controlling interests			Total equity
		Contributed capital		Retained earnings			Other components of equity			Subtotal			Non- controlling interests			Total equity
		In millions of won
Balance at January 1, 2011	￦		4,042,979		39,296,232			13,478,767			56,817,978			458,559			57,276,537

Total comprehensive income for the period
Profit (loss) for the period			—		(3,370,464	)		—			(3,370,464	)		77,467			(3,292,997	)
Items that will not be reclassified subsequently to profit or loss:
Defined benefit plan actuarial losses, net of tax			—		(151,672	)		—			(151,672	)		(524	)		(152,196	)
Share in other comprehensive loss of associates and joint ventures, net of tax			—		(5,002	)		—			(5,002	)		—			(5,002	)
Items that may be reclassified subsequently to profit or loss:
Net changes in the unrealized fair value of available-for-sale financial assets, net of tax			—		—			(174,937	)		(174,937	)		(21	)		(174,958	)
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			—		—			(18,648	)		(18,648	)		(9,351	)		(27,999	)
Foreign currency translation of foreign operations, net of tax			—		—			42,173			42,173			4,962			47,135
Share in other comprehensive income (loss) of associates and joint ventures, net of tax			—		—			50,881			50,881			(19	)		50,862
Transactions with owners of the Company, recognized directly in equity
Dividends paid			—		—			—			—			(44,663	)		(44,663	)
Issuance of share capital			10,599		—			—			10,599			3,187			13,786
Changes in consolidation scope			—		—			69,388			69,388			42,991			112,379
Others			—		—			—			—			1,066			1,066

Balance at December 31, 2011	￦		4,053,578		35,769,094			13,447,624			53,270,296			533,654			53,803,950

(Continued)

F-13

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity—(Continued)

For the years ended December 31, 2011, 2012 and 2013


		Equity attributable to owners of the Company											Non- controlling Interests			Total equity
		Contributed capital		Retained earnings			Other components of equity			Subtotal			Non- controlling Interests			Total equity
		In millions of won
Balance at January 1, 2012	￦		4,053,578		35,769,094			13,447,624			53,270,296			533,654			53,803,950

Total comprehensive income (loss) for the period
Profit (loss) for the period			—		(3,166,616	)		—			(3,166,616	)		88,647			(3,077,969	)
Items that will not be reclassified subsequently to profit or loss:
Defined benefit plan actuarial losses, net of tax			—		(37,349	)		—			(37,349	)		(3,961	)		(41,310	)
Share in other comprehensive loss of associates and joint ventures, net of tax			—		(846	)		—			(846	)		—			(846	)
Items that may be reclassified subsequently to profit or loss:
Net changes in the unrealized fair value of available-for-sale financial assets, net of tax			—		—			2,255			2,255			(10	)		2,245
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			—		—			(44,909	)		(44,909	)		(18,941	)		(63,850	)
Foreign currency translation of foreign operations, net of tax			—		—			(104,595	)		(104,595	)		(17,297	)		(121,892	)
Share in other comprehensive loss of associates and joint ventures, net of tax			—		—			(95,889	)		(95,889	)		(171	)		(96,060	)
Transactions with owners of the Company, recognized directly in equity
Dividends paid			—		—			—			—			(55,254	)		(55,254	)
Issuance of share capital			—		—			—			—			115,346			115,346
Changes in consolidation scope			—		—			66,420			66,420			31,003			97,423
Issuance of hybrid securities			—		—			—			—			498,660			498,660
Others			—		—			—			—			3,759			3,759

Balance at December 31, 2012	￦		4,053,578		32,564,283			13,270,906			49,888,767			1,175,435			51,064,202

(Continued)

F-14

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity—(Continued)

For the years ended December 31, 2011, 2012 and 2013


		Equity attributable to owners of the Company										Non- controlling Interests			Total equity
		Contributed capital		Retained earnings		Other components of equity			Subtotal			Non- controlling Interests			Total equity
		In millions of won
Balance at January 1, 2013	￦		4,053,578		32,564,283		13,270,906			49,888,767			1,175,435			51,064,202

Total comprehensive income (loss) for the period
Profit for the period			—		60,011		—			60,011			114,295			174,306
Items that will not be reclassified subsequently to profit or loss:
Defined benefit plan actuarial income (loss), net of tax			—		134,121		—			134,121			(1,664	)		132,457
Share in other comprehensive income of associates and joint ventures, net of tax			—		7,671		—			7,671			—			7,671
Items that may be reclassified subsequently to profit or loss:
Net changes in the unrealized fair value of available-for-sale financial assets, net of tax			—		—		86,543			86,543			27			86,570
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			—		—		18,907			18,907			10,425			29,332
Foreign currency translation of foreign operations, net of tax			—		—		(100,572	)		(100,572	)		(8,053	)		(108,625	)
Share in other comprehensive income (loss) of associates and joint ventures, net of tax			—		—		38,703			38,703			(337	)		38,366
Transactions with owners of the Company, recognized directly in equity
Dividends paid			—		—		—			—			(41,812	)		(41,812	)
Issuance of share capital			—		—		(173	)		(173	)		31,229			31,056
Equity transaction in consolidated scope—other than issuance of share capital			—		—		135,914			135,914			43,128			179,042
Changes in consolidation scope			—		—		(10,224	)		(10,224	)		(115,991	)		(126,215	)
Dividends paid (hybrid securities)			—		—		—			—			(16,455	)		(16,455	)
Others			—		—		—			—			841			841

Balance at December 31, 2013	￦		4,053,578		32,766,086		13,440,004			50,259,668			1,191,068			51,450,736

See accompanying notes to the consolidated financial statements.

F-15

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

For the years ended December 31, 2011, 2012 and 2013


		2011			2012			2013
		In millions of won
Cash flows from operating activities
Profit (loss) for the period	￦		(3,292,997	)		(3,077,969	)		174,306

Adjustments for:
Income tax expense (benefit)			819,871			(985,377	)		(570,794	)
Depreciation			6,782,661			6,903,350			7,303,996
Amortization			94,729			93,360			88,379
Employee benefit expense			341,902			364,913			384,323
Bad debt expense			15,136			41,440			49,110
Interest expense			2,123,579			2,344,328			2,381,900
Loss on sale of financial assets			—			—			4,202
Loss on disposal of property, plant and equipment			31,228			39,942			58,852
Loss on abandonment of property, plant, and equipment			296,557			253,985			295,627
Impairment loss on property, plant and equipment			—			27,968			24,612
Impairment loss on intangible assets			221			459			267
Loss on disposal of intangible assets			—			44			1
Accretion expense to provisions, net			421,364			843,047			663,621
Gain (loss) on foreign currency translation, net			226,012			(766,863	)		(195,571	)
Valuation and transaction loss (gain) on derivative instruments, net			(75,307	)		597,628			233,484
Share in income of associates and joint ventures, net			(120,398	)		(185,860	)		(29,414	)
Gain on sale of financial assets			—			(189	)		(107	)
Gain on sale of property, plant and equipment			(38,776	)		(32,797	)		(59,345	)
Gain on disposal of intangible assets			—			(15	)		(4	)
Loss on disposal of other non-current assets			—			584			—
Gain (loss) on disposal of investments in associates and joint ventures			(2,699	)		162			43,566
Impairment loss on investments in associates and joint ventures			—			8,757			28,091
Interest income			(291,625	)		(204,123	)		(182,161	)
Dividends income			(18,894	)		(10,452	)		(9,870	)
Impairment loss on available-for-sale financial assets			—			40,156			12,592
Impairment loss on other non-current non-financial assets			—			1,877,371			—
Others, net			47,998			(21,434	)		(64,089	)

			10,653,559			11,230,384			10,461,268

Changes in:
Increase in trade receivables			(664,696	)		(781,099	)		(330,494	)
Decrease (increase) in non-trade receivables			(45,009	)		(103,028	)		20,853
Decrease (increase) in accrued income			26,205			(66,504	)		563
Decrease (increase) in other receivables			—			377			(123	)
Decrease (increase) in other current assets			(154,062	)		(384,765	)		98,724
Increase in inventories			(1,411,785	)		(672,979	)		(1,206,676	)
Decrease (increase) in other non-current assets			(335,262	)		(1,521,249	)		65,087
Increase (decrease) in trade payables			710,831			154,341			(40,416	)
Increase (decrease) in non-trade payables			(298,356	)		224,567			(195,191	)
Increase (decrease) in accrued expenses			308,531			14,197			(240,901	)
Increase in other payables			—			—			(1	)
Increase in other current liabilities			1,204,974			1,865,302			1,500,717
Increase (decrease) in other non-current liabilities			525,996			(262,590	)		48,719
Decrease in investments in associates and joint ventures			62,169			48,429			65,888
Increase (decrease) in provisions			(264,898	)		78,581			(386,377	)
Payments of employee benefit obligations			(345,774	)		(186,274	)		(132,179	)
Increase in plan assets			(291,339	)		(94,763	)		(101,720	)

			(972,475	)		(1,687,457	)		(833,527	)

(Continued)

F-16

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows—(Continued)

For the years ended December 31, 2011, 2012 and 2013


		2011			2012			2013
		In millions of won
Cash generated from operating activities
Dividends received	￦		18,894			10,452			14,114
Interest paid			(2,196,429	)		(2,386,125	)		(2,460,247	)
Interest received			247,711			153,414			160,830
Income taxes paid			(313,534	)		(325,866	)		(632,837	)

Net cash from operating activities			4,144,729			3,916,833			6,883,907

Cash flows investing activities
Proceeds from disposals of subsidiaries, associates and joint ventures			10,136			8,988			44
Acquisition of subsidiaries, associates and joint ventures			(491,293	)		(404,761	)		(321,476	)
Proceeds from disposals of property, plant and equipment			50,578			100,573			119,464
Acquisition of property, plant and equipment			(10,610,402	)		(11,446,834	)		(14,259,050	)
Proceeds from disposals of intangible assets			467			1,448			39
Acquisition of intangible assets			(42,599	)		(67,715	)		(69,007	)
Disposal of investment properties			523			—			—
Proceeds from disposals of financial assets			856,021			650,757			610,847
Acquisition of financial assets			(840,852	)		(637,620	)		(545,992	)
Increase in loans			(146,227	)		(94,133	)		(196,607	)
Decrease in loans			116,653			141,117			143,935
Increase in deposits			(136,376	)		(120,425	)		(55,594	)
Decrease in deposits			83,334			66,670			51,882
Receipt of government grants			48,807			49,618			92,000
Usage of government grants			(904	)		(3,686	)		(31,027	)
Net cash inflow (outflow) from business acquisitions			(65,147	)		10,022			(41,809	)
Other cash inflow (outflow) from investing activities, net			(28,412	)		26,785			(921	)

Net cash used in investing activities			(11,195,693	)		(11,719,196	)		(14,503,272	)

Cash flows from financing activities
Increase (decrease) in short-term borrowings, net			114,015			(476,192	)		(107,748	)
Proceeds from long-term borrowings and debt securities			12,100,107			14,202,095			15,233,428
Repayment of long-term borrowings and debt securities			(5,880,330	)		(5,895,384	)		(7,315,752	)
Payment of finance lease liabilities			(136,760	)		(122,320	)		(125,921	)
Settlement of derivative instruments, net			51,916			(247	)		38,844
Proceeds on disposal of partial interest in a subsidiary that does not involve loss of control			100,691			109,589			236,244
Change in non-controlling interest			36,142			116,020			47,019
Cash inflow from hybrid bond			—			498,660			—
Dividends paid (hybrid bond)			—			—			(16,455	)
Dividends paid			(44,663	)		(55,254	)		(41,812	)
Other cash inflow (outflow) from financing activities, net			297			(1,480	)		(14,715	)

Net cash from financing activities			6,341,415			8,375,487			7,933,132

Net increase (decrease) in cash and cash equivalents before effect of exchange rate fluctuations			(709,549	)		573,124			313,767
Effect of exchange rate fluctuations on cash held			7,419			(6,096	)		(36,403	)

Net increase (decrease) in cash and cash equivalents			(702,130	)		567,028			277,364
Cash and cash equivalents at January 1			2,090,051			1,387,921			1,954,949

Cash and cash equivalents at December 31, 2013	￦		1,387,921			1,954,949			2,232,313

See accompanying notes to the consolidated financial statements.

F-17

KOREA ELECTRIC POWER CORPORATION AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

December 31, 2013

1.	Reporting Entity (Description of the controlling company)

Korea Electric Power Corporation (the “Company”) was incorporated on January 1, 1982 in accordance with the Korea Electric Power Corporation Act (the “KEPCO Act”) to engage in the generation, transmission and distribution of electricity and development of electric power resources in the Republic of Korea. The Company also provides power plant construction services. The Company’s stock was listed on the Korea Stock Exchange on August 10, 1989 and the Company listed its Depository Receipts (DR) on the New York Stock Exchange on October 27, 1994.

As of December 31, 2013, the Company’s share capital amounts to ￦3,209,820 million and the Company’s shareholders are as follows:


	Number of shares		Percentage of ownership
Government of the Republic of Korea		135,917,118		21.17	%
Korea Finance Corporation		192,159,940		29.93	%
Foreign investors		147,623,014		23.00	%
Other		166,264,005		25.90	%

		641,964,077		100.00	%

In accordance with the Restructuring Plan enacted on January 21, 1999 by the Ministry of Trade, Industry and Energy (the “MTIE”, formerly the Ministry of Knowledge Economy), the Company spun off its power generation divisions on April 2, 2001, resulting in the establishment of six power generation subsidiaries.

2.	Basis of Preparation

The consolidated financial statements were authorized for issuance by the Board of Directors on February 20, 2014, which were submitted for approval at the shareholders’ meeting held on March 28, 2014.

(1)

Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).

(2)

Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the consolidated statements of financial position:

•

derivative financial instruments are measured at fair value

•

available-for-sale financial assets are measured at fair value

•

liabilities for defined benefit plans are recognized at the net of the total present value of defined benefit obligations less the fair value of plan assets

(3)

Functional and presentation currency

These consolidated financial statements are presented in Korean won (“Won”), which are the Company’s functional currency and the currency of the primary economic environment in which the Company operates.

F-18

(4)

Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

(i)

Continued operation of Wolseong #1 nuclear power plant

The Company owns Wolseong #1 nuclear power plant, which started its operation on November 21, 1982, and completed its operation on November 20, 2012, completing the permitted operation period of 30 years. As of December 31, 2013, the Company is in the process of obtaining safety assessments to obtain an approval from the Nuclear Safety and Security Commission to resume the plant’s operation for another term. The Company has prepared the consolidated financial statements assuming that the plant will operate for the next 10 years.

(ii)

Unbilled revenue

Energy delivered but not yet metered, and the quantities of energy delivered but not yet measured and not billed are calculated at the reporting date based on consumption statistics and selling price estimates. Determination of the unbilled revenues at the end of the reporting period is sensitive to the estimated assumptions and prices based on statistics. Unbilled revenue recognized as of December 31, 2012 and 2013 is ￦1,628,732 million and ￦1,678,327 million, respectively, and is included in sales of goods in the accompanying consolidated statements of financial position.

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in the following notes:

•

Note 18—Property, plant and equipment

•

Note 44—Risk Management

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year is included in the following notes:

•

Note 41—Income tax

•

Note 25—Defined employee liabilities

(5)

Changes in accounting policies

(i)

IFRS 10, ‘Consolidated Financial Statements’

The Company adopted IFRS 10, ‘Consolidated Financial Statements’ since January 1, 2013. As a result, the Company changed its accounting policy with respect to determining whether it has control over and consequently whether it consolidates its investees. IFRS 10 introduces a new control model that is applicable to all investees; among other things, it requires the consolidation of an investee if the Company controls the investee on the basis of de facto circumstances.

The standard includes a new definition of control that contains three elements: (a) power over an investee, (b) exposure, or rights, to variable returns from its involvement with the investee, and (c) the ability to use its power over the investee to affect the amount of the investor’s return. The adoption of IFRS 10 had no impact on the Company’s consolidated financial statements.

F-19

The following amendments to IFRSs have been applied in the current year and do not have any impact on the amounts reported in these consolidated financial statements.

(ii)

IFRS 11, ‘Joint Arrangements’

Under IFRS 11, joint arrangements are classified as joint operations or joint ventures, depending on the rights and obligations of the parties to the arrangements. As a result of IFRS 11, the Company has changed its accounting policy for its interests in joint arrangements. Under IFRS 11, the Company has classified its interests in joint arrangements as either joint operations (if the Company has rights to the assets, and obligations for the liabilities, relating to an arrangement) or joint ventures (if the Company has rights only to the net assets of an arrangement). When making this assessment, the Company considered the structure of the arrangements, the legal form of any separate vehicles, the contractual terms of the arrangements and other facts and circumstances. Previously, the structure of the arrangement was the sole focus of classification. The Company has re-evaluated its involvement in its joint arrangements and has reclassified the investment from a jointly controlled entity to a joint venture. Notwithstanding the reclassification, the investment continues to be recognized by applying the equity method and there has been no impact on the recognized assets, liabilities and comprehensive income of the Company.

(iii)

IFRS 12, ‘Disclosure of Interests in Other Entities’

The standard brings together into a single standard all the disclosure requirements about an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. The standard requires the disclosure of information about the nature, risks and financial effects of these interests.

(iv)

IFRS 13, ‘Fair Value Measurement’

IFRS 13, establishes a single framework for measuring fair value and making disclosures about fair value measurements when such measurements are required or permitted by other IFRSs. It unifies the definition of fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It replaces and expands the disclosure requirements about fair value measurements in other IFRSs.

(v)

IAS 19, ‘Employee Benefits’

The Company has applied the amendments to IAS 19 in the current year which requires the Company to recognize gains and losses on the settlement of a defined benefit plan when the settlement occurs.

The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest on the net defined benefit liability (asset) can be viewed as comprising interest income on plan assets, interest cost on the defined benefit obligation and interest on the effect of the asset ceiling. Prior to adopting this amendment, the Company measured the interest on plan assets based on the long-term expected rate of return.

The Company has not applied the amendment retrospectively since management believes the impact of the amendments on the Company’s consolidated financial statements is clearly immaterial.

(vi)

IFRIC 20, ‘Stripping Costs in the Production Phase of a Surface Mine’

The interpretation provides accounting for the costs from waste removal activity (stripping). To the extent that the benefit from the stripping activity is realized in the form of inventory produced, the

F-20

entity shall account for the costs of that stripping activity in accordance with the principles of IAS 2 Inventories. To the extent the benefit is improved access to ore, the entity shall recognize these costs as a non-current asset, if the criteria in paragraph 9 below are met. This Interpretation refers to the non-current asset as the ‘stripping activity asset’.

The Company shall recognize a stripping activity asset if, and only if, all of the following are met:

•

It is probable that the future economic benefit (improved access to the ore body) associated with the stripping activity will flow to the entity;

•

the entity can identify the component of the ore body for which access has been improved; and

•

the costs relating to the stripping activity associated with that component can be measured reliably.

In accordance with the interpretation, the Company has applied it prospectively beginning January 1, 2013. However PT Bayan Resources TBK (PT Bayan), one of the equity method investments of the Company, has retrospectively applied the interpretation and has restated its comparative financial statements to adjust the stripping activity costs that do not meet the criteria for asset recognition in the interpretation. The Company reflected this adjustment of ￦31,529 million due to the change in accounting policy as a loss on its equity method investment during the year ended December 31, 2013.

(6)

New standards and interpretations not yet adopted

The following new standards, interpretations and amendments to existing standards have been published for mandatory application for annual periods beginning after January 1, 2014, and the Company has not early adopted them.

(i)

IFRS 7, ‘Financial Instruments: Disclosures’

The amendments to IFRS 7 will require changes to the presentation of offsetting financial assets and financial liabilities. The amendments to IFRS 7 are effective for annual periods beginning on or after January 1, 2014.

(ii)

IFRIC 21, ‘Levies’

The interpretation covers the accounting for outflows imposed on entities by governments (including government agencies and similar bodies) in accordance with laws and/or regulations. The amendments to IFRS 7 are effective for annual periods beginning on or after January 1, 2014. The Company is in the process of evaluating the impact on the consolidated financial statements upon the adoption of the amendments.

F-21

(7)

Reclassification of items

The Company has reclassified certain current trade and other payables to current provisions in the accompanying consolidated financial statements. The provisions represent management’s estimated incentive compensation to be paid based on individual performance evaluations or management assessments. The impacts of reclassification of accounts are as below:


	2011									2012
	Before			After			Difference			Before			After		Difference
	In millions of won
Consolidated statement of financial position
Trade and other payables		6,576,158			5,967,442			(608,716	)		6,418,464			5,601,852		(816,612	)
Current provisions		92,383			701,099			608,716			158,303			974,915		816,612
Consolidated statement of cash flow
Accretion expense in provisions, net		433,374			421,364			(12,010	)		788,371			843,047		54,676
Change in provisions		(289,237	)		(264,898	)		24,339			(74,638	)		78,581		153,219
Increase (decrease) in non-trade payables		(7,882	)		(298,356	)		(290,474	)		573,517			224,567		(348,949	)
Decrease in accrued expenses		30,386			308,531			278,145			(126,857	)		14,197		141,054

The above reclassification does not have an impact on the net assets, net profits and losses or loss per share of the prior periods.

3.	Significant Accounting Policies

(1)

Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including special purpose entities) controlled by the Company (or one of its subsidiaries).

Income and expense of a subsidiary acquired or disposed of during the year are included in the consolidated statement of comprehensive income (loss) from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those of the Company.

Transactions between the Company and its subsidiaries are eliminated during the consolidation.

Changes in the Company’s ownership interests in a subsidiary that do not result in the Company losing control over the subsidiary are accounted for as equity transactions. The carrying amounts of the Company’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Company loses control of a subsidiary, the income or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognized in other comprehensive income and accumulated in equity, the amounts previously recognized in other comprehensive income and

F-22

accumulated in equity are accounted for as if the Company had directly disposed of the relevant assets (i.e. reclassified to income 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 IAS 39, ‘Financial Instruments’: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or a jointly controlled entity.

(2)

Business combinations

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.

The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in income or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that:

•

deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with IAS 12, ‘Income Taxes’ and IAS 19, ‘Employee Benefits’ respectively;

•

Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5, ‘Non-current Assets Held for Sale’ are measured in accordance with that standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in income or loss as a bargain purchase gain.

Non-controlling interest that is present on acquisition day and entitles the holder to a proportionate share of the entity’s net assets in an event of liquidation, may be initially measured either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement can be elected on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in other IFRSs.

When the consideration transferred by the Company 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 re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates in accordance with IAS 39, ‘Financial Instruments: Recognition and Measurement’, or with IAS 37, ‘Provisions’, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in income or loss.

F-23

When a business combination is achieved in stages, the Company’s previously held equity interest in the acquiree is re-measured to fair value at the acquisition date (i.e. the date when the Company obtains control) and the resulting gain or loss, if any, is recognized in income or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to income or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

(3)

Investments in associates

An associate is an entity over which the Company has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but does not have control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. If the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5 ‘Non-current Assets Held for Sale’, any retained portion of an investment in associates that has not been classified as held for sale shall be accounted for using the equity method until disposal of the portion that is classified as held for sale takes place. If the Company holds 20% ~ 50% of the voting power of the investee, it is presumed that the Company has significant influence.

After the disposal takes place, the Company shall account for any retained interest in associates in accordance with IAS 39 ‘Financial Instruments: Recognition and Measurement’ unless the retained interest continues to be an associates, in which case the entity uses the equity method.

Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Company’s share of the income or loss and other comprehensive income of the associate. When the Company’s share of losses of an associate exceeds the Company’s interest in that associate (which includes any long-term interests that, in substance, form part of the Company’s net investment in the associate), the Company discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate.

Any excess of the cost of acquisition over the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Company’s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in income or loss. The requirements of IAS 39, ‘Financial Instruments: Recognition and Measurement’, are applied to determine whether it is necessary to recognize any impairment loss with respect to the Company’s investment in an associate. 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 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.

Upon disposal of an associate that results in the Company losing significant influence over that associate, any retained investment is measured at fair value at that date and the fair value is regarded as its fair value

F-24

on initial recognition as a financial asset in accordance with IAS 36. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. In addition, the Company accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income by that associate would be reclassified to income or loss on the disposal of the related assets or liabilities, the Company reclassifies the gain or loss from equity to income or loss (as a reclassification adjustment) when it loses significant influence over that associate.

When a Company entity transacts with its associate, incomes and losses resulting from the transactions with the associate are recognized in the Company’s consolidated financial statements only to the extent of interests in the associate that are not related to the Company.

(4)

Joint arrangements

A joint arrangement is an arrangement of which two or more parties have joint control. 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. Joint arrangements are classified into two types—joint operations and joint ventures. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint operators) have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement (i.e. joint venturers) have rights to the net assets of the arrangement.

If the Company is a joint operator, the Company is to recognize and measure the assets and liabilities (and recognize the related revenues and expenses) in relation to its interest in the arrangement in accordance with relevant IFRSs applicable to the particular assets, liabilities, revenues and expenses. If the joint arrangement is a joint venture, the Company is to account for that investment using the equity method accounting in accordance with IAS 28, ‘Investment in Associates and Joint Ventures’ (see note 3 (3)), except when the Company is applicable to the IFRS 5, ‘Non-current Assets Held for Sale’.

(5)

Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the non-current asset (or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Company is committed to a sale plan involving loss of control of a subsidiary, all of the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Company will retain a non-controlling interest in its former subsidiary after the sale.

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.

(6)

Goodwill

The Company measures goodwill which acquired in a business combination at the amount recognized at the date on which it obtains control of the acquiree (acquisition date) less any accumulated impairment losses. Goodwill acquired in a business combination is allocated to each CGU that is expected to benefit from the synergies arising from the goodwill acquired.

F-25

The Company assesses at the end of each reporting period whether there is any indication that an asset may be impaired. An impairment loss is recognized if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment losses are recognized in profit or loss.

Any impairment identified at the CGU level will first reduce the carrying value of goodwill and then be used to reduce the carrying amount of the other assets in the CGU on a pro rata basis. Except for impairment losses in respect of goodwill which are never reversed, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(7)

Revenue recognition

Revenue from the sale of goods, rendering of services or use of the Company assets is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates, and are recognized as a reduction of revenue. Revenue is recognized when the amount of revenue can be measured reliably and it is probable that the economic benefits associated with the transaction will flow to the Company.

(i)

Sales of goods

The Korean government approves the rates charged to customers by the Company’s power transmission and distribution division. The Company’s utility rates are designed to recover the Company’s reasonable costs plus a fair investment return. The Company’s power generation rates are determined in the market.

The Company recognizes electricity sales revenue based on power sold (transferred to the customer) up to the reporting date. To determine the amount of power sold, the Company estimates daily power volumes of electricity for residential, commercial, general and etc. The differences between the current month’s estimated amount and actual (meter-read) amount, is adjusted for (trued-up) during the next month period.

(ii)

Sales of other services

Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed or services performed to date as a percentage of total services to be performed or the proportion that costs incurred to date bear to the estimated total costs of the transaction or other methods that reliably measures the services performed.

(iii)

Dividend income and interest income

Dividend income is recognized in profit or loss on the date that the Company’s right to receive payment is established, which in the case of quoted securities is the ex-dividend date.

Interest income is recognized as it accrues in profit or loss, using the effective interest method. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

(iv)

Rental income

The Company’s policy for recognition of revenue from operating leases is described in note 3 (9) below.

F-26

(v)

Deferral of revenue—Transfer of Assets from Customers

The Company recovers a substantial amount of the cost related to its electric power distribution facilities from customers through the transfer of assets, while the remaining portion is recovered through electricity sales from such customers in the future. As such, the Company believes there exists a continued service obligation to the customers in accordance with IFRIC 18, ‘Transfer of Assets from Customers’ when the Company receives an item of property, equipment, or cash for constructing or acquiring an item of property or equipment, in exchange for supplying electricity to customers. The Company defers the amounts received, which are then recognized as revenue over the estimated service period which does not exceed the transferred asset’s useful life.

(8)

Construction services revenue

The Company provides services related to the construction of power plants related to facilities of its customers, mostly in foreign countries.

When the outcome of a construction contract can be estimated reliably, revenue and costs are recognized based on the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs, except where this would not be representative of the stage of completion. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

When the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred when it is probable the revenue will be realized. Contract costs are recognized as expenses in the period in which they are incurred. When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

When contract costs incurred to date plus recognized income less recognized losses exceed progress billings, the surplus is shown as amounts due from customers for contract work. For contracts where progress billings exceed contract costs incurred to date plus recognized income less recognized losses, the surplus is shown as the amounts due to customers for contract work. Amounts received before the related work is performed are included in the consolidated statements of financial position, as a liability, as advances received. Amounts billed for work performed but not yet paid by the customer are included in the consolidated statements of financial position as accounts and other receivables.

(9)

Leases

The Company classifies and accounts for leases as either a finance or operating lease, depending on the terms. Leases where the Company assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

(i)

The Company as lessor

Amounts due from lessees under finance leases are recognized as receivables at the amount of the Company’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Company’s net investment outstanding in respect of the leases.

Rental income from operating leases is recognized on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight-line basis over the lease term.

(ii)

The Company as lessee

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

F-27

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognized immediately in income or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized in accordance with the Company’s general policy on borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

(10)

Foreign currencies

Transactions in foreign currencies are translated to the respective functional currencies of the Company entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency using the reporting date’s exchange rate. Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Exchange differences are recognized in profit or loss in the period in which they arise except for:

•

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

•

Exchange differences on transactions entered into in order to hedge certain foreign currency risks; and

•

Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to income or loss on disposal or partial disposal of the net investment.

For the purpose of presenting financial statements, the assets and liabilities of the Company’s foreign operations are expressed in Korean won using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity.

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal.

(11)

Borrowing costs

The Company capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized in expense as incurred. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale.

F-28

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in income or loss in the period in which they are incurred.

(12)

Government grants

Government grants are not recognized unless there is reasonable assurance that the Company will comply with the grant’s conditions and that the grant will be received.

Benefit from a government loan at a below-market interest rate is treated as a government grant, measured as the difference between proceeds received and the fair value of the loan based on prevailing market interest rates.

(i)

If the Company received grants related to assets

Government grants whose primary condition is that the Company purchase, construct or otherwise acquire long-term assets are deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduced depreciation expense.

(ii)

If the Company received grants related to income

Government grants which are intended to compensate the Company for expenses incurred are recognized as other income (government grants) in profit or loss over the periods in which the Company recognizes the related costs as expenses.

(13)

Employee benefits

(i)

Retirement benefits: defined contribution plans

When an employee has rendered service to the Company during a period, the Company recognizes the contribution payable to a defined contribution plan in exchange for that service as a liability (accrued expense), after deducting any contribution already paid.

(ii)

Retirement benefits: defined benefit plans

For defined benefit pension plans and other post-employment benefits, the net periodic pension expense is actuarially determined by “Pension Actuarial System” developed by independent actuaries using the projected unit credit method.

The asset or liability recognized in the statement of financial position is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, together with adjustments for unrecognized past service costs. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating the terms of the related pension liability.

All actuarial gains and losses that arise in calculating the present value of the defined benefit obligation and the fair value of plan assets are recognized immediately in retained earnings and included in the statement of comprehensive income.

For the purpose of calculating the expected return on plan assets, the assets are valued at fair value. Actual results will differ from results which are estimated based on assumptions. Past service cost is recognized as an expense at the earlier of the following dates: (a) when the plan amendment or curtailment occurs; (b) when the company recognizes related restructuring costs or termination benefits.

The retirement benefit obligation recognized in the consolidated statement of financial position represents the present value of the defined benefit obligation as adjusted for unrecognized actuarial

F-29

gains and losses and unrecognized past service cost, and as reduced by the fair value of plan assets. Any asset resulting from this calculation is limited to unrecognized actuarial losses and past service cost, plus the present value of available refunds and reductions in future contributions to the plan.

(14)

Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

(i)

Current tax

Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period and any adjustment to tax payable in respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, and non-taxable or non-deductible items from the accounting profit.

(ii)

Deferred tax

Deferred tax is recognized, using the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax liability is recognized for all taxable temporary differences. A deferred tax asset is recognized for all deductible temporary differences to the extent that it is probable that taxable profit will be available against which they can be utilized. However, deferred tax is not recognized for the following temporary differences: taxable temporary differences arising on the initial recognition of goodwill, or the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting profit or loss nor taxable income.

The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets or deferred tax liabilities on investment properties measured at fair value, unless any contrary evidence exists, are measured using the assumption that the carrying amount of the property will be recovered entirely through sale.

The Company recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Company recognizes a deferred tax asset for all deductible temporary differences arising from investments in subsidiaries and associates, to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period to recover or settle the carrying amount of its assets and liabilities.

F-30

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to offset the related current tax liabilities and assets, and they relate to income taxes levied by the same tax authority and they intend to settle current tax liabilities and assets on a net basis.

(iii)

Current and deferred tax for the year

Current and deferred tax are recognized in income or loss, except when they relate to items that are recognized in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

(15)

Property, plant and equipment

Property, plant and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and accumulated impairment losses. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the 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 property, plant and equipment at cost or, if appropriate, as separate items if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing are recognized in profit or loss as incurred.

Property, plant and equipment, except for land, are depreciated on a straight-line basis over estimated useful lives that appropriately reflect the pattern in which the asset’s future economic benefits are expected to be consumed. For loaded nuclear fuel related to long-term raw materials and spent nuclear fuels related to asset retirement costs, the Company uses the production method to measure and recognizes as expense the economic benefits of the assets.

The estimated useful lives of the Company’s property, plant and equipment are as follows:


		Useful lives (years)
Buildings		8 ~ 40
Structures		8 ~ 50
Machinery		6 ~ 32
Vehicles		4
Loaded heavy water		30
Asset retirement costs		18, 30, 40
Finance lease assets		20
Ships		9
Others		4 ~ 9

Property, plant and equipment are derecognized on disposal, or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of a property, plant and equipment, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in income or loss when the asset is derecognized.

F-31

(16)

Investment property

Property held for the purpose of earning rentals or benefiting from capital appreciation is classified as investment property. Investment property is initially measured at its cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses.

Subsequent costs are recognized in the carrying amount of investment property at cost or, if appropriate, as separate items if it is probable that future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing are recognized in profit or loss as incurred.

Investment property except for land, are depreciated on a straight-line basis over 8 ~ 40 years as estimated useful lives.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

An investment property is derecognized upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in income or loss in the period in which the property is derecognized.

(17)

Intangible assets

(i)

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

(ii)

Research and development

Expenditure on research activities is recognized as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognized if, and only if, all of the following have been demonstrated:

•

The technical feasibility of completing the intangible asset so that it will be available for use or sale;

•

The intention to complete the intangible asset and use or sell it;

•

The ability to use or sell the intangible asset;

•

How the intangible asset will generate probable future economic benefits;

•

The availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and

•

The ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognized for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. When the development expenditure does not meet the criteria listed above, an internally-generated intangible asset cannot be recognized and the expenditure is recognized in income or loss in the period in which it is incurred.

F-32

Internally-generated intangible assets are reported at cost less accumulated amortization and accumulated impairment losses.

The estimated useful lives and amortization methods of the Company’s intangible assets with finite useful lives are as follows:


	Useful lives (years)	Amortization methods
Usage rights for donated assets	4 ~ 30	Straight
Software	4, 5	Straight
Industrial rights	5, 10	Straight
Development expenses	5	Straight
Dam usage right	50	Straight
Mining right	—	Unit of production
Others	4 ~ 20, 50	Straight

(iii)

Intangible assets acquired in a business combination

Intangible assets that are acquired in a business combination are recognized separately from goodwill are initially recognized at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

(iv)

Derecognition of intangible assets

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from its use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognized in income or loss when the asset is derecognized.

(18)

Impairment of non-financial assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets with definite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does

F-33

not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in income or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

(19)

Inventories

Inventories are measured at the lower of cost and net realizable value. Cost of inventories, except for those in transit, are measured under the weighted average method and consists of the purchase price, cost of conversion and other costs incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The amount of any write-down of inventories to net realizable value and all losses of inventories are recognized as an expense in the period the write-down or loss occurs. The amount of any reversal of any write-down of inventories, arising from an increase in net realizable value, are recognized as a reduction in the amount of inventories recognized as an expense in the period in which the reversal occurs.

(20)

Provisions

Provisions are recognized when the Company has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows.

Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the reimbursement shall be recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall be treated as a separate asset.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

(i)

Provision for Polychlorinated Biphenyls (“PCB”)

Under the regulation of Persistent Organic Pollutants Management Act, enacted in 2007, the Company is required to remove polychlorinated biphenyls (PCBs), a toxin, from the insulating oil of its transformers by 2025. As a result of the enactments, the Company is required to inspect the PCBs contents of transformers and dispose of PCBs in excess of safety standards under the legally settled procedures. The Company’s estimates and assumptions used to determine fair value can be affected by many factors, such as the estimated costs of inspection and disposal, inflation rate, discount rate, regulations and the general economy.

(ii)

Provision for decommissioning costs of nuclear power plants

The Company records the fair value of estimated decommissioning costs as a liability in the period in which the Company incurs a legal obligation associated with retirement of long-lived assets that result from acquisition, construction, development and/or normal use of the assets. Accretion expense consists of period-to-period changes in the liability for decommissioning costs resulting from the passage of time and revisions to either the timing or the amount of the original estimate of undiscounted cash flows.

F-34

(iii)

Provision for disposal of spent nuclear fuel

Under the Radioactive Waste Management Act, the Company is levied to pay the spent nuclear fuel fund for the management of spent nuclear fuel. The Company recognizes the provision of present value of the payments.

(iv)

Provision for low and intermediate radioactive wastes

Under the Radioactive Waste Management Act, the Company recognizes the provision for the disposal of low and intermediate radioactive wastes in best estimate of the expenditure required to settle the present obligation.

(v)

Provisions for power plant regional support program

Power plant regional support programs consist of scholarship programs to local students, local economy support programs, local culture support programs, environment development programs, and local welfare programs. The Company recognizes the provision in relation to power plant regional support program.

(vi)

Provision for employment benefits

The Company determines the provision for employment benefits as the incentive payments based on the results of the individual performance evaluation or management assessment.

(21)

Non-derivative financial assets

The Company recognizes and measures non-derivative financial assets by the following four categories: financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables and available-for-sale financial assets. The Company recognizes financial assets in the statement of financial position when the Company becomes a party to the contractual provisions of the instrument. Upon initial recognition, non-derivative financial assets are measured at their fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the asset’s acquisition or issuance.

A regular way purchase or sale of financial assets shall be recognized and derecognized, as applicable, using trade date accounting or settlement date accounting. A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

(i)

Effective interest method

The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition. Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as financial assets at fair value through profit or loss.

(ii)

Financial assets at fair value through profit or loss (FVTPL)

A financial asset is classified as financial assets are classified at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Upon initial recognition, transaction costs are recognized in profit or loss when incurred. A financial assets its acquired principally for the purpose of selling it in the near term are classified as a short-term financial assets held for trading and

F-35

also all the derivatives including an embedded derivate that is not designated and effective as a hedging instrument are classified at the short-term trading financial asset as well. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

A financial asset is classified as held for trading if:

•

It has been acquired principally for the purpose of selling it in the near term; or

•

On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short term profit taking; or

•

It is derivative, including an embedded derivative that is not designated and effective as a hedging instrument.

A financial asset other than a financial asset held for trading may be designated as at financial assets at fair value through profit or loss upon initial recognition if:

•

Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

•

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 Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

•

It forms a part of a contract containing one or more embedded derivatives, and with K-IFRS No. 1039, Financial Instruments; Recognition and Measurement permits the entire combined contract (asset or liability) to be designated as at financial assets at fair value through profit or loss.

Financial assets at fair value through profit or loss are stated at fair value, with any gains or losses arising on re-measurement recognized in income or loss. The net gain or loss recognized in income or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘finance income and finance expenses’ line item in the consolidated statement of comprehensive income.

(iii)

Held-to-maturity investments

A non-derivative financial asset with a fixed or determinable payment and fixed maturity, for which the Company has the positive intention and ability to hold to maturity, are classified as held-to-maturity investments. Subsequent to initial recognition, held-to-maturity investments are measured at amortized cost using the effective interest method.

(iv)

Available-for-sale financial assets

Available-for-sale financial assets are those non-derivative financial assets that are designated as available-for-sale or are not classified as financial assets at fair value through profit or loss, held-to-maturity investments or loans and receivables.

Gains and losses arising from changes in fair value are recognized in other comprehensive income and accumulated in the valuation reserve. However, impairment losses, interest calculated using the effective interest method, and foreign exchange gains and losses on monetary assets are recognized in income or loss. Unquoted equity investments which are not traded in an active market, whose fair value cannot be measured reliably are carried at cost.

When a financial asset is derecognized or impairment losses are recognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss.

Dividends on an available-for-sale equity instrument are recognized in profit or loss when the Company’s right to receive payment is established.

F-36

The fair value of available-for-sale monetary assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. The foreign exchange gains and losses that are recognized in income or loss are determined based on the amortized cost of the monetary asset. Other foreign exchange gains and losses are recognized in other comprehensive income.

(v)

Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method except for loans and receivables of which the effect of discounting is immaterial.

(vi)

Impairment of financial assets

Financial assets, other than those at financial assets at fair value through profit or loss, are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For listed and unlisted equity investments classified as available-for-sale financial asset, a significant or prolonged decline in the fair value of the security below its cost is considered to be objective evidence of impairment in addition to the criteria mentioned below .

For all other financial assets, objective evidence of impairment could include:

•

Significant financial difficulty of the issuer or counterparty; or

•

Breach of contract, such as a default or delinquency in interest or principal payments, or

•

It becoming probable that the borrower will enter bankruptcy or financial re-organization; or

•

The disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period and, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets recorded at amortized cost, the amount of the impairment loss recognized is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognized in income or loss.

When an available-for-sale financial asset is considered to be impaired, cumulative gains or losses previously recognized in other comprehensive income are reclassified to income or loss in the period.

F-37

For financial assets measured at amortized cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through income or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.

In respect of available-for-sale equity securities, impairment losses previously recognized in income or loss are not reversed through income or loss. Any increase in fair value subsequent to an impairment loss is recognized in other comprehensive income. In respect of available-for-sale debt securities, impairment losses are subsequently reversed through income or loss if an increase in the fair value of the investment can be objectively related to an event occurring after the recognition of the impairment loss.

(vii)

De-recognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Company is recognized as a separate asset or liability. If the Company retains substantially all the risks and rewards of ownership of the transferred financial assets, the Company continues to recognize the transferred financial assets and recognizes financial liabilities for the consideration received.

On de-recognition 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 cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in income or loss.

On de-recognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company 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 values 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 no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in income 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 values of those parts.

(22)

Non-derivative financial liabilities and equity instruments issued by the Company

(i)

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

(ii)

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in income or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

F-38

(iii)

Financial liabilities

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments. Financial liabilities are initially measured at fair value. Transaction cost that are directly attributable to the issue of financial liabilities are added to or deducted from the fair value of the financial liabilities, as appropriate, on initial recognition. Transaction cost directly attributable to acquisition of financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.

(iv)

Financial liabilities at fair value through profit or loss (FVTPL)

Financial liabilities are classified as at financial liabilities at fair value through profit or loss when the financial liability is either held for trading or it is designated as financial liabilities at fair value through profit or loss.

A financial liability is classified as held for trading if:

•

It has been acquired principally for the purpose of repurchasing it in the near term; or

•

On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

•

It is a derivative that is not designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:

•

Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

•

The financial liability forms part of a Company 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 Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

•

It forms part of a contract containing one or more embedded derivatives, and IAS 39, ‘Financial Instruments: Recognition and Measurement’, permits the entire combined contract (asset or liability) to be designated as at FVTPL.

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on re-measurement recognized in income or loss. The net gain or loss recognized in income or loss incorporates any interest paid on the financial liability and is included in ‘finance income and finance expenses’.

(v)

Other financial liabilities

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

F-39

(vi)

Financial guarantee contract liabilities

Financial guarantee contract liabilities are initially measured at their fair values and, if not designated as at FVTPL, are subsequently measured at the higher of: (a) the amount of the obligation under the contract, as determined in accordance with IAS 37, ‘ Provisions’, Contingent Liabilities and Contingent Assets; or (b) the amount initially recognized less, cumulative amortization recognized in accordance with IAS 18, ‘ Revenue’.

(vii)

De-recognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in income or loss.

(23)

Derivative financial instruments, including hedge accounting

The Company enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign exchange rate risk, including foreign exchange forward contracts, interest rate swaps and cross currency swaps and others.

Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value. The resulting gain or loss is recognized in income or loss immediately unless the derivative is designated and effective as a hedging instrument, in such case the timing of the recognition in income or loss depends on the nature of the hedge relationship.

A derivative with a positive fair value is recognized as a financial asset; a derivative with a negative fair value is recognized as a financial liability. A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realized or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

(i)

Separable embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and when the host contracts are not measured at FVTPL.

An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid instrument to which the embedded derivative is part of, is more than 12 months and it is not expected to be realized or settled within 12 months. All other embedded derivatives are presented as current assets or current liabilities.

(ii)

Hedge accounting

The Company designates certain hedging instruments, which include derivatives, embedded derivatives and non-derivatives in respect of foreign currency risk, as either fair value hedges or cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship, the entity documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item.

(iii)

Fair value hedges

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in income or loss immediately, together with any changes in the fair value of the hedged

F-40

asset or liability that are attributable to the hedged risk. The changes in the fair value of the hedging instrument and the change in the hedged item attributable to the hedged risk relating to the hedged items are recognized in the consolidated statements of comprehensive income.

Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it no longer qualifies for hedge accounting. The fair value adjustment to the carrying amount of the hedged item arising from the hedged risk is amortized as income or loss as of that date.

(iv)

Cash flow hedges

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income and accumulated under the heading of reverse for gains (loss) on valuation of derivatives. The gain or loss relating to the ineffective portion is recognized immediately in income or loss, and is included in the ‘finance income and expense’.

Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to income or loss in the periods when the hedged item is recognized in income or loss, in the same line of the consolidated statement of comprehensive income as the recognized hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the non-financial asset or non-financial liability.

Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or it no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in income or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in income or loss.

4.	Segment, Geographic and Other Information

(1)

Segment determination and explanation of the measurements

The Company’s operating segments are its business components that generates discrete financial information that is reported to and regularly revised by the Company’s the chief operating decision maker, the Chief Executive Officer, for the purpose of resource allocation and assessment of segment performance. The Company’s reportable segments are ‘Transmission and distribution’, ‘Electric power generation (Nuclear)’, ‘Electric power generation (Non-nuclear)’, ‘Plant maintenance & engineering service’ and ‘Others’; others mainly represent the business unit that manages the Company’s foreign operations.

The Power generation maintenance is an operating segment that met the quantitative thresholds to be a reportable segment as of December 31, 2013. Accordingly, the prior period’s reportable segment information has been revised to show the Power generation maintenance information.

Segment operating income (loss) is determined the same way that consolidated operating income (loss) is determined under IFRS without any adjustment for corporate allocations. The accounting policies used by each segment are consistent with the accounting policies used in the preparation of the consolidated financial statements. Segment assets and liabilities are determined based on separate financial statements of the entities instead of on a consolidated basis. There are various transactions between the reportable segments, including sales of property, plant and equipment and so on, that are conducted on an arms-length basis at market prices that would be applicable to an independent third-party. For subsidiaries which are in a different segment from that of its immediate parent company, their carrying amount in separate financial statements is eliminated in the consolidating adjustments in the tables below. In addition, consolidation adjustments in the table below include adjustments of the amount of investment in associates and joint ventures from the cost basis amount reflected in segment assets to that determined using an equity method basis in the consolidated financial statements.

F-41

(2)

Financial information of the segments for the years ended December 31, 2011, 2012 and 2013, respectively are as follows:


		2011
Segment		Total segment revenue			Intersegment revenue			Revenue from external customers		Depreciation and amortization			Interest income			Interest expense			Income(loss) of associates and joint ventures		Employee benefit expense			Loss on abandonment of property, plant, and equipment			Accretion expense to provisions, net			Operating income (loss)
		In millions of won
Transmission and distribution	￦		42,857,773			709,413			42,148,360		2,542,587			73,393			1,409,216			98,558		185,851			299,118			16,903			(2,993,785	)
Electric power generation (Nuclear)			6,611,936			6,597,515			14,421		2,422,121			150,165			428,821			—		24,543			—			387,209			1,144,714
Electric power generation (Non- nuclear)			25,349,726			25,078,788			270,938		1,858,736			34,641			321,961			22,698		78,327			19,688			(620	)		908,773
Plant maintenance & engineering service			2,193,511			1,747,014			446,497		65,385			30,500			50			1,838		60,118			—			18,392			295,110
Others			297,198			2,197			295,001		4,039			60,459			22,480			—		417			—			—			114,202
Consolidation adjustments			(34,134,927	)		(34,134,927	)		—		(15,479	)		(57,533	)		(58,949	)		—		(7,354	)		(22,249	)		(520	)		(153,977	)

	￦		43,175,217			—			43,175,217		6,877,389			291,625			2,123,579			123,095		341,902			296,557			421,364			(684,963	)

Finance income																															607,592

Finance costs																															(2,518,850	)

Equity method Income of associates joint ventures																															123,095

Loss before income tax																														￦	(2,473,126	)

F-42


		2012
Segment		Total segment revenue			Intersegment revenue			Revenue from external customers		Depreciation and amortization			Interest income			Interest expense			Income(loss) of associates and joint ventures		Employee benefit expense			Loss on abandonment of property, plant, and equipment		Accretion expense to provisions, net		Operating income (loss)
		In millions of won
Transmission and distribution	￦		49,033,869			1,121,920			47,911,949		2,562,128			58,509			1,603,628			169,755		207,332			253,985		50,656		(5,309,607	)
Electric power generation (Nuclear)			6,717,341			6,698,326			19,015		2,488,367			20,712			394,288			—		41,823			—		733,533		464,506
Electric power generation (Non-nuclear)			28,973,768			28,649,846			323,922		1,887,419			57,209			339,057			4,510		63,334			—		19,270		2,210,669
Plant maintenance & engineering service			2,369,591			1,798,698			570,893		71,695			30,331			143			2,676		61,583			—		33,492		342,848
Others			304,971			10,241			294,730		6,589			83,208			51,460			—		1,950			—		—		117,629
Consolidation adjustments			(38,279,031	)		(38,279,031	)		—		(19,488	)		(45,846	)		(44,248	)		—		(11,109	)		—		6,096		(126,368	)

	￦		49,120,509			—			49,120,509		6,996,710			204,123			2,344,328			176,941		364,913			253,985		843,047		(2,300,323	)

Finance income																													1,128,357

Finance costs																													(3,068,321	)

Equity method Income of associates joint ventures																													176,941

Loss before income tax																												￦	(4,063,346	)


		2013
Segment		Total segment revenue			Intersegment revenue			Revenue from external customers		Depreciation and amortization			Interest income			Interest expense			Income(loss) of associates and joint ventures			Employee benefit expense			Loss on abandonment of property, plant, and equipment		Accretion expense to provisions, net		Operating income (loss)
		In millions of won
Transmission and distribution	￦		53,367,116			1,069,699			52,297,417		2,660,444			27,187			1,525,166			(2,521	)		206,279			273,785		253,153		549,929
Electric power generation (Nuclear)			6,378,280			6,369,715			8,565		2,724,629			20,994			557,621			(926	)		51,394			—		250,814		325,274
Electric power generation (Non-nuclear)			28,067,093			27,687,112			379,981		1,952,680			50,193			262,076			(40,976	)		73,710			21,842		154,285		735,546
Plant maintenance & engineering service			2,483,670			1,774,577			709,093		72,489			23,473			183			2,180			76,395			—		5,016		248,661
Others			365,968			48,519			317,449		14,086			75,653			50,266			—			1,498			—		32		110,841
Consolidation adjustments			(36,949,622	)		(36,949,622	)		—		(31,953	)		(15,339	)		(13,412	)		—			(24,953	)		—		321		(22,416	)

	￦		53,712,505			—			53,712,505		7,392,375			182,161			2,381,900			(42,243	)		384,323			295,627		663,621		1,947,835

Finance income																														629,542

Finance costs																														(2,931,622	)

Equity method Income of associates joint ventures																														(42,243	)

Loss before income tax																													￦	(396,488	)

F-43

(3)

Total assets and liabilities of the segments as of December 31, 2012 and 2013 are as follows:


		2012
Segment		Segment assets			Investments in associates and joint ventures		Acquisition of non-current assets			Segment liabilities
		In millions of won
Transmission and distribution	￦		96,234,698			3,865,492		4,368,190			54,963,618
Electric power generation (Nuclear)			45,061,851			—		2,928,345			24,638,944
Electric power generation (Non-nuclear)			31,214,058			986,343		3,735,111			14,640,938
Plant maintenance & engineering service			2,439,700			39,098		175,386			978,695
Others			5,216,110			—		543,580			1,658,674

Segment totals			180,166,417			4,890,933		11,750,612			96,880,869

Consolidation adjustments:
Elimination of inter-segment amounts			(34,684,916	)		—		(236,063	)		(4,219,896	)
Equity method adjustment			671,319			—		—			—
Deferred taxes			—			—		—			2,427,645

			(34,013,597	)		—		(236,063	)		(1,792,251	)

Consolidated totals	￦		146,152,820			4,890,933		11,514,549			95,088,618


		2013
Segment		Segment assets			Investments in associates and joint ventures		Acquisition of non-current assets			Segment liabilities
		In millions of won
Transmission and distribution	￦		98,249,927			3,895,266		4,458,291			56,590,381
Electric power generation (Nuclear)			46,717,706			908		2,412,782			26,482,646
Electric power generation (Non-nuclear)			36,455,090			1,275,330		6,882,630			19,832,122
Plant maintenance & engineering service			2,463,204			59,251		222,547			932,485
Others			5,617,304			—		429,626			2,008,541

Segment totals			189,503,231			5,230,755		14,405,876			105,846,175

Consolidation adjustments:
Elimination of inter-segment amounts			(34,834,362	)		—		(75,237	)		(4,199,216	)
Equity method adjustment			858,465			—		—			—
Deferred taxes			—			—		—			2,429,639

			(33,975,897	)		—		(75,237	)		(1,769,577	)

Consolidated totals	￦		155,527,334			5,230,755		14,330,639			104,076,598

F-44

(4)

Geographic information

The following information on revenue from external customers and non-current assets is determined by the location of the customers and of the assets:


		Revenue from external customers						*Non-current assets(2)**
		2011		2012		2013		2011		2012		2013
		In millions of won
Domestic	￦		41,493,983		46,981,903		51,314,639		114,481,700		124,433,063		131,876,535
Overseas(*1)			1,681,234		2,138,606		2,397,866		4,362,555		4,448,485		4,474,900

	￦		43,175,217		49,120,509		53,712,505		118,844,255		128,881,548		136,351,435

(*1)

Middle East and Asia make up the majority of overseas revenue and non-current assets.

(*2)

Amount excludes financial assets and deferred tax assets

(5)

Information on significant customers

There is no individual customer comprising more than 10% of the Company’s revenue for the years ended December 31, 2011, 2012 and 2013.

F-45

5.	Classification of Financial Instruments

(1)

Classification of financial assets as of December 31, 2012 and 2013 are as follows:


		2012
		Financial assets at fair value through profit or loss		Loans and receivables		Available-for-sale financial assets		Held-to-maturity investments		Derivative assets (using hedge accounting)		Total
		In millions of won
Current assets
Cash and cash equivalents	￦		—		1,954,949		—		—		—		1,954,949
Current financial assets
Held-to-maturity investments			—		—		—		196		—		196
Derivative assets			52,061		—		—		—		63,945		116,006
Other financial assets			—		540,015		—		—		—		540,015
Trade and other receivables			—		7,184,625		—		—		—		7,184,625

			52,061		9,679,589		—		196		63,945		9,795,791

Non-current assets
Non- current financial assets
Available-for-sale financial assets			—		—		1,141,194		—		—		1,141,194
Held-to-maturity investments			—		—		—		2,020		—		2,020
Derivative assets			3,830		—		—		—		123,866		127,696
Other financial assets			—		602,766		—		—		—		602,766
Trade and other receivables			—		1,254,330		—		—		—		1,254,330

			3,830		1,857,096		1,141,194		2,020		123,866		3,128,006

	￦		55,891		11,536,685		1,141,194		2,216		187,811		12,923,797

F-46


		2013
		Financial assets at fair value through profit or loss		Loans and receivables		Available-for-sale financial assets		Held-to-maturity investments		Derivative assets (using hedge accounting)		Total
		In millions of won
Current assets
Cash and cash equivalents	￦		—		2,232,313		—		—		—		2,232,313
Current financial assets
Held-to-maturity investments			—		—		—		168		—		168
Derivative assets			1,437		—		—		—		—		1,437
Other financial assets			—		434,608		—		—		—		434,608
Trade and other receivables			—		7,526,311		—		—		—		7,526,311

			1,437		10,193,232		—		168		—		10,194,837

Non-current assets
Non-current financial assets
Available-for-sale financial assets			—		—		1,256,765		—		—		1,256,765
Held-to-maturity investments			—		—		—		2,117		—		2,117
Derivative assets			2,681		—		—		—		82,376		85,057
Other financial assets			—		559,013		—		—		—		559,013
Trade and other receivables			—		1,644,333		—		—		—		1,644,333

			2,681		2,203,346		1,256,765		2,117		82,376		3,547,285

	￦		4,118		12,396,578		1,256,765		2,285		82,376		13,742,122

F-47

(2)

Classification of financial liabilities as of December 31, 2012 and 2013 are as follows:


		2012
		Financial liabilities at fair value through profit or loss		Financial liabilities recognized at amortized cost		Derivative liabilities (using hedge accounting)		Total
		In millions of won
Current liabilities
Borrowings	￦		—		2,215,961		—		2,215,961
Debt securities			—		5,478,720		—		5,478,720
Derivative liabilities			46,939		—		47,199		94,138
Trade and other payables			—		5,601,852		—		5,601,852

			46,939		13,296,533		47,199		13,390,671

Non-current liabilities
Borrowings			—		4,674,935		—		4,674,935
Debt securities			—		40,849,793		—		40,849,793
Derivative liabilities			322,199		—		203,839		526,038
Trade and other payables			—		4,173,691		—		4,173,691

			322,199		49,698,419		203,839		50,224,457

	￦		369,138		62,994,952		251,038		63,615,128


		2013
		Financial liabilities at fair value through profit or loss		Financial liabilities recognized at amortized cost		Derivative liabilities (using hedge accounting)		Total
		In millions of won
Current liabilities
Borrowings	￦		—		1,470,862		—		1,470,862
Debt securities			—		6,616,636		—		6,616,636
Derivative liabilities			304,699		—		33,034		337,733
Trade and other payables			—		5,892,763		—		5,892,763

			304,699		13,980,261		33,034		14,317,994

Non-current liabilities
Borrowings			—		4,538,390		—		4,538,390
Debt securities			—		48,262,262		—		48,262,262
Derivative liabilities			186,336		—		176,406		362,742
Trade and other payables			—		3,971,519		—		3,971,519

			186,336		56,772,171		176,406		57,134,913

	￦		491,035		70,752,432		209,440		71,452,907

F-48

(3)

Classification of comprehensive income (loss) from financial instruments for the years ended December 31, 2011, 2012 and 2013 are as follows:


			2011			2012			2013
			In millions of won
Cash and cash equivalents	Interest income	￦		43,822			63,456			60,301
Available-for-sale financial assets	Dividends income			18,894			10,452			9,870
	Interest income			—			—			1,150
	Impairment loss on available-for-sale financial assets			—			(40,156	)		(12,592	)
	Loss on disposal of financial assets			—			—			(4,202	)
Held-to-maturity investments	Interest income			85			69			64
Loans and receivables	Interest income			188,457			47,028			42,418
Trade and other receivables	Interest income			16,902			70,304			60,237
Other financial assets	Interest income			—			—			1,082
Short-term financial instruments	Interest income			42,359			23,250			16,896
Long-term financial instruments	Interest income			—			16			13
Financial assets at fair value through profit or loss	Gain (loss) on valuation of derivatives			98,006			(42,364	)		335
	Gain (loss) on transaction of derivatives			(5,257	)		7,500			26,889
	Gain on disposal of financial assets			—			189			196
Derivative assets (using hedge accounting)	Gain (loss) on valuation of derivatives			52,491			(127,277	)		(13,945	)
	Gain (loss) on valuation of derivatives (equity, before tax)*			(3,295	)		(85	)		(27,281	)
	Gain on transaction of derivatives			7,378			3,064			29,662
Financial liabilities carried at amortized cost	Interest expense of borrowings and debt securities			(1,668,425	)		(1,827,239	)		(1,715,373	)
	Interest expense of trade and other payables			(147,882	)		(118,372	)		(102,388	)
	Interest expense of others			(307,272	)		(398,717	)		(564,139	)
	Gain (loss) on foreign currency transactions and translations			(175,364	)		832,360			133,638
Financial liabilities at fair value through profit or loss	Loss on valuation of derivatives			(27,639	)		(275,490	)		(167,485	)
	Loss on transaction of derivatives			(37,498	)		(23,031	)		(46,639	)
Derivative liabilities (using hedge accounting)	Gain (loss) on valuation of derivatives			2,158			(129,417	)		(65,755	)
	Gain (loss) on valuation of derivatives (equity, before tax)*			(34,094	)		(61,920	)		50,197
	Gain (loss) on transaction of derivatives			(14,332	)		(10,613	)		3,454

Items are included in other comprehensive income. All other income and gain amounts listed above are included in finance income, and all expense and loss amounts listed above are included in finance expenses in the accompanying consolidated statements of comprehensive income (loss).

F-49

6.	Restricted Deposits

Restricted deposits as of December 31, 2012 and 2013 are as follows:


			2012		2013
			In millions of won
Cash and cash equivalents	Escrow accounts	￦		72,979		61,873
	Deposits for government project			—		17,807
	Collateral provided for lawsuit			329		—
Long-term financial instruments	Guarantee deposits for checking account			5		5
	Guarantee deposits for banking accounts at oversea branches			303		300
	Collateral provided for lawsuit			—		330

		￦		73,616		80,315

7.	Cash and Cash Equivalents

Cash

and cash equivalents as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Cash	￦		264			56
Cash equivalents			734,722			1,141,202
Short-term deposits classified as cash equivalents			1,197,606			1,073,789
Short-term investments classified as cash equivalents			52,098			17,266
Government grants			(29,741	)		—

	￦		1,954,949			2,232,313

8.	Trade and Other Receivables

(1)

Trade and other receivables as of December 31, 2012 and 2013 are as follows:


		2012
		Gross amount		Allowance for doubtful accounts			Present value discount			Book value
		In millions of won
Current assets
Trade receivables	￦		6,776,526		(47,312	)		(416	)		6,728,798
Other receivables			504,067		(45,791	)		(2,449	)		455,827

			7,280,593		(93,103	)		(2,865	)		7,184,625

Non-current assets
Trade receivables			451,179		—			(144	)		451,035
Other receivables			989,445		(179,287	)		(6,863	)		803,295

			1,440,624		(179,287	)		(7,007	)		1,254,330

	￦		8,721,217		(272,390	)		(9,872	)		8,438,955

F-50


		2013
		Gross amount		Allowance for doubtful accounts			Present value discount			Book value
		In millions of won
Current assets
Trade receivables	￦		7,076,303		(65,024	)		(136	)		7,011,143
Other receivables			559,958		(42,729	)		(2,061	)		515,168

			7,636,261		(107,753	)		(2,197	)		7,526,311

Non-current assets
Trade receivables			421,949		—			(8	)		421,941
Other receivables			1,255,724		(27,158	)		(6,174	)		1,222,392

			1,677,673		(27,158	)		(6,182	)		1,644,333

	￦		9,313,934		(134,911	)		(8,379	)		9,170,644

(2)

Other receivables as of December 31, 2012 and 2013 are as follows:


		2012
		Gross amount		Allowance for doubtful accounts			Present value discount			Book value
		In millions of won
Current assets
Non-trade receivables	￦		294,989		(45,791	)		—			249,198
Accrued income			42,067		—			—			42,067
Deposits			160,801		—			(2,449	)		158,352
Finance lease receivables			4,134		—			—			4,134
Others			2,076		—			—			2,076

			504,067		(45,791	)		(2,449	)		455,827

Non-current assets
Non-trade receivables			57,386		(1,684	)		—			55,702
Deposits			224,112		—			(6,863	)		217,249
Finance lease receivables			389,326		—			—			389,326
Others			318,621		(177,603	)		—			141,018

			989,445		(179,287	)		(6,863	)		803,295

	￦		1,493,512		(225,078	)		(9,312	)		1,259,122

F-51


		2013
		Gross amount		Allowance for doubtful accounts			Present value discount			Book value
		In millions of won
Current assets
Non-trade receivables	￦		233,714		(42,729	)		—			190,985
Accrued income			47,310		—			—			47,310
Deposits			162,730		—			(2,061	)		160,669
Finance lease receivables			4,569		—			—			4,569
Others			111,635		—			—			111,635

			559,958		(42,729	)		(2,061	)		515,168

Non-current assets
Non-trade receivables			102,254		(8,608	)		—			93,646
Deposits			230,083		—			(6,174	)		223,909
Finance lease receivables			845,712		—			—			845,712
Accrued income			7,052		—			—			7,052
Others			70,623		(18,550	)		—			52,073

			1,255,724		(27,158	)		(6,174	)		1,222,392

	￦		1,815,682		(69,887	)		(8,235	)		1,737,560

Trade and other receivables are classified as loans and receivables, and are measured using the effective interest method. No interest is accrued for trade receivables for the duration between the billing date and the payment due dates. Once trade receivables are overdue, the Company imposes a 2.0% interest rate on the overdue trade receivables. The Company holds deposits of three-months’ expected electricity usage for customers requesting temporary usage and customers with past defaulted payments.

(3)

Aging analysis of trade receivables as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Trade receivables: (not overdue, not impaired)	￦		7,125,836			7,350,705

Less than 60 days			4			292

Trade receivables: (overdue, impaired)			4			292
60 ~ 90 days			33,124			36,707
90 ~ 120 days			9,853			18,214
120 days ~ 1 year			25,621			38,066
Over 1 year			33,267			54,268

Trade receivables: (impairment reviewed)			101,865			147,255

			7,227,705			7,498,252

Less allowance for doubtful accounts			(47,312	)		(65,024	)
Less present value discount			(560	)		(144	)

	￦		7,179,833			7,433,084

The Company assesses at the end of each reporting period whether there is any objective evidence that trade receivables are impaired, and provides allowances for doubtful accounts which includes impairment for trade receivables that are individually significant.

The Company considers receivables as overdue if the receivables are outstanding 60 days after the maturity and sets allowance based on past experience of collection.

F-52

(4)

Aging analysis of other receivables as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Other receivables: (not overdue, not impaired)	￦		1,252,525			1,667,837

Less than 60 days			—			24,878

Other receivables: (overdue, not impaired)			—			24,878
60 ~ 90 days			7,430			17,507
90 ~ 120 days			1,870			1,880
120 days ~ 1 year			5,520			23,996
Over 1 year			226,167			79,584

Other receivables: (impairment reviewed)			240,987			122,967

			1,493,512			1,815,682

Less allowance for doubtful accounts			(225,078	)		(69,887	)
Less present value discount			(9,312	)		(8,235	)

	￦		1,259,122			1,737,560

(5)

Changes in the allowance for doubtful accounts for the years ended December 31,2011, 2012 and 2013 are as follows:


		2011						2012						2013
		Trade receivables			Other receivables			Trade receivables			Other receivables			Trade receivables			Other receivables
		In millions of won
Beginning balance	￦		29,298			124,622			24,586			203,198			47,312			225,078
Bad debt expense			14,270			867			37,447			3,994			40,446			8,665
Write-offs			(18,522	)		(1,780	)		(14,721	)		(3,331	)		(22,734	)		(4,227	)
Reversals			(460	)		—			—			(152	)		—			—
Others(*)			—			79,489			—			21,369			—			(159,629	)

Ending balance	￦		24,586			203,198			47,312			225,078			65,024			69,887

(*)

The amounts in 2011 and 2012 represented allowance against loans to equity method investments which were reversed when the loans were converted to investment in associates during 2013.

F-53

9.	Available-for-sale Financial Assets

Available-for-sale

financial assets as of December 31, 2012 and 2013 are as follows:


	Ownership				2012		2013
	In millions of won
Equity securities
Listed
Kwanglim Co., Ltd.(*1)		0.44	%	￦		168		150
Sungjee Construction Co., Ltd.(*1)		0.01	%			5		7
Korea District Heating Corp.(*2)		19.55	%			167,541		194,710
Ssangyong Motor Co., Ltd.(*1)		0.03	%			205		291
LG Uplus Corporation(*2)		8.80	%			299,593		412,901
Fission Uranium Corp.(formerly named Fission)		0.52	%			533		848
Denison Mines Corp.		12.62	%			76,765		74,498
Energy Fuels INC(*4)		9.06	%			12,425		10,307
PT Adaro Energy Tbk		1.50	%			84,288		45,204
Cockatoo Coal Limited(*3)		1.20	%			6,487		1,875
Namkwang Engineering & Construction Co., Ltd		0.01	%			—		5
Byucksan Engineering & Construction Co., Ltd		0.00	%			—		1
Dongyang Engineering & Construction Corp.		0.01	%			—		5
Pumyang Construction Co., Ltd.		0.00	%			—		3
Strathmore Minerals Corp.(*4)		0.00	%			4,132		—

						652,142		740,805

Unlisted
Construction Guarantee		0.02	%			784		790
Global Dynasty overseas resource development private equity firm		7.46	%			881		1,517
Plant & Mechanical Contractors Financial Cooperative of Korea		0.01	%			36		36
Dongnam Co., Ltd.		0.46	%			72		72
Mobo Co., Ltd.		0.00	%			14		14
Fire Guarantee		0.02	%			20		20
Korea Software Financial Cooperative		0.18	%			301		301
Woobang ENC Co., Ltd.		0.00	%			22		22
Women’s venture fund		10.00	%			780		780
Engineering Financial Cooperative		0.11	%			60		60
Intellectual Discovery, Ltd.		9.13	%			5,000		5,000
Electric Contractors Financial Cooperative		0.03	%			152		152
Korea Specialty Contractor Financial Cooperative		0.01	%			417		417
Information & Communication Financial Cooperative		0.03	%			10		10
Troika overseas resource development private equity firm		3.66	%			8,573		10,664
POSTECH Venture Capital Corporation		0.00	%			240		—
POSTECH electric power fund		5.61	%			2,800		—
Poonglim Industrial Co., Ltd.		0.01	%			—		78
Woori Ascon Co., Ltd.		0.34	%			—		10
HANKOOK Silicon Co., Ltd.		11.82	%			—		7,513
LIG E&C Co., Ltd.		0.00	%			—		5
Miju Steel Mfg Co., Ltd.		0.23	%			—		51
Ginseng K Co., Ltd.		0.08	%			—		8
Dae Kwang Semiconductor Co., Ltd.		0.07	%			—		6
Sanbon Department Store		0.01	%			—		124
SAMBO AUTO. Co., Ltd.		0.02	%			38		38

F-54


	Ownership				2012		2013
	In millions of won
Korea Bio Fuel Co., Ltd.		15.00	%	￦		1,500		1,500
Korea Electric Engineers Association		0.26	%			40		61
Korea Electrical Manufacturers Association		0.00	%			240		—
Korea investment—Korea EXIM Bank CERs private special asset Investment Trust		14.18	%			6,803		6,803
Hanwha Venture Capital Corporation		0.00	%			180		—
Hanwha Electric Power Venture fund		16.40	%			2,280		1,804
Hwan Young Steel Co., Ltd.		0.14	%			97		97
IBK-AUCTUS green growth private equity firm(*2)		6.30	%			6,054		6,054
K&C- Gyeongnam youth job Creation investment fund		10.00	%			1,420		1,340
Areva Nc Expansion		13.49	%			241,472		248,292
Green & Sustainable Energy Investment Corp.		19.58	%			14		13
Kanan Hydroelectric Power Corp.		19.58	%			19		17
Set Holding		2.50	%			169,637		170,514
Siam Solar Power		10.00	%			—		933
3i Powergen Inc.		15.00	%			1,630		1,486
PT. Kedap Saayq		10.00	%			—		18,540
Navanakorn Electric Co., Ltd.(*5)		29.00	%			14,948		16,163

						466,534		501,305

Debt securities
Ambre Energy Limited						22,518		14,655

				￦		1,141,194		1,256,765

(*1)

It has been determined that available-for-sale financial assets were impaired because the fair values of the securities of Kwanglim Co., Ltd., Ssangyong Motor Co., Ltd. and Sungjee Construction Co., Ltd. declined below their respective acquisition costs during the current year. As such, cumulative losses of ￦415 million previously recognized in other comprehensive loss were reclassified to impairment losses on available-for-sale financial assets for the year ended December 31, 2013.

(*2)

The fair values of the securities of Korea District Heating Corp. and LG Uplus Corporation have declined below their respective acquisition costs for more than a year. As such, cumulative losses of ￦35,619 million previously recognized in other comprehensive loss were reclassified to impairment losses on available-for-sale financial assets for the year ended December 31, 2012. Also, as the estimated fair value of IBK-AUCTUS green growth private equity firm declined below book value, cumulative losses of ￦1,106 million previously recognized in other comprehensive loss were reclassified to impairment losses on available-for-sale financial assets during the year ended December 31, 2012.

(*3)

The fair value of Cockatoo Coal Limited securities declined significantly below the acquisition cost and the cumulative losses of ￦12,177 million previously recognized in other comprehensive loss were reclassified to impairment loss on available-for-sale financial assets during the year ended December 31, 2013.

(*4)

Shares of Energy Fuels Inc. were acquired when Strathmore Minerals Corp. was merged into Energy Fuels Inc. during 2013. As a result of the exchange of the shares, a gain on disposal of available-for-sale financial assets amounting to ￦4,202 million was recognized for the year ended December 31, 2013.

(*5)	Although the Company holds more than 20% of the equity shares of these investments, the Company cannot exercise significant influence.

Book values of unlisted equity securities held by the Company that were measured at cost as of December 31, 2012 and 2013 are ￦296,897 million and ￦330,001 million, respectively, as a quoted market price does not exist in an active market and its fair value cannot be measured reliably.

F-55

10.

Held-to-maturity Investments

Held-to-maturity investments as of December 31, 2012 and 2013 are as follows:

2012

2013

Current

Non-current

Current

Non-current

In millions of won

Government and municipal bonds and others

￦

196

2,020

168

2,117

11.

Derivatives

(1)

Derivatives as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Derivative assets
Currency option	￦		—		—		963		—
Currency forward			245		40		474		206
Currency swap			115,761		127,652		—		83,003
Interest rate swap			—		4		—		1,848

	￦		116,006		127,696		1,437		85,057

Derivative liabilities
Currency option	￦		9,491		—		42,144		—
Currency forward			10,323		105		2,166		—
Currency swap			70,011		389,948		291,476		289,819
Interest rate swap			4,313		135,985		1,947		72,923

	￦		94,138		526,038		337,733		362,742

F-56

(2)

Currency option contracts which are not designated as hedge instruments as of December 31, 2013 are as follows:

(i)

Target Redemption Forward


Financial institution	Contract year	Position	Contract amount		Contract exchange rate		Target profit
	In thousands of U.S. dollars
Standard Chartered	2013.11.22 ~ 2014.11.20	SELL	USD	6,000		1,101.50		250
Standard Chartered	2013.12.09 ~ 2014.12.15	SELL	USD	5,000		1,093.50		250
Standard Chartered	2013.12.11 ~ 2014.12.15	SELL	USD	5,000		1,092.00		250
Standard Chartered	2013.12.18 ~ 2014.12.16	SELL	USD	5,000		1,090.50		250
Standard Chartered	2013.12.19 ~ 2014.12.17	SELL	USD	8,000		1,097.50		250
Barclays Bank PLC	2013.06.21 ~ 2014.06.24	BUY	USD	2,000		1,113.50		200
Barclays Bank PLC	2013.07.09 ~ 2014.07.16	BUY	USD	3,000		1,109.40		200
Nomura	2013.06.27 ~ 2014.06.30	BUY	USD	3,000		1,102.40		200
Credit Suisse	2013.07.03 ~ 2014.07.02	BUY	USD	5,000		1,105.50		200
Credit Suisse	2013.11.20 ~ 2014.11.26	SELL	USD	5,000		1,099.10		250
Credit Suisse	2013.12.17 ~ 2014.12.15	SELL	USD	3,000		1,092.00		250
Morgan Stanley	2013.07.01 ~ 2014.07.01	BUY	USD	5,000		1,098.20		200
Morgan Stanley	2013.07.19 ~ 2014.07.15	BUY	USD	3,000		1,095.00		200
Morgan Stanley	2013.08.19 ~ 2014.08.18	BUY	USD	3,000		1,089.40		200
Morgan Stanley	2013.09.11 ~ 2014.05.07	BUY	USD	10,000		1,072.90		50
Morgan Stanley	2013.10.21 ~ 2014.12.29	BUY	USD	3,000		1,047.00		50
RBS	2013.06.26 ~ 2014.06.18	BUY	USD	3,000		1,112.00		250
HSBC	2013.07.04 ~ 2014.07.07	BUY	USD	3,000		1,099.80		200

The Company enters into currency option contracts to buy or sell currency at a specified exchange rate during a specified period of time to hedge currency exchange risk from flaming coal purchase payments. Every week, the Company compares the target profit to the accumulated total profit or loss from the difference between the contract exchange rate and average exchange rate. When the target profits are achieved, the contracts will be automatically terminated.

F-57

(ii)

European Knock-Out


		Contract amount				Contract exchange rate		*Barrier(1)**
Financial institution	Contract year	Pay		Receive		Contract exchange rate		*Barrier(1)**
	In millions of won and thousands of U.S. dollars
Standard Chartered	2013.10.31 ~ 2014.04.30		162,368	USD	153,670		1,056.60		1,120.00
Barclays Bank PLC	2013.09.16 ~ 2014.01.13		5,747	USD	5,328		1,078.50		1,150.00
Barclays Bank PLC	2013.09.16 ~ 2014.02.12		7,404	USD	6,882		1,075.90		1,150.00
Barclays Bank PLC	2013.09.16 ~ 2014.03.13		13,826	USD	12,879		1,073.50		1,150.00
Barclays Bank PLC	2013.10.11 ~ 2014.04.07		9,884	USD	9,317		1,060.90		1,130.00
Barclays Bank PLC	2013.10.29 ~ 2014.03.26		4,763	USD	4,516		1,054.60		1,100.00
Barclays Bank PLC	2013.10.29 ~ 2014.04.24		11,250	USD	10,689		1,052.50		1,100.00
Barclays Bank PLC	2013.12.13 ~ 2014.05.08		8,472	USD	8,121		1,043.20		1,100.00
Korea Exchange Bank	2013.09.09 ~ 2014.03.05		5,611	USD	5,244		1,070.00		1,150.00
Korea Exchange Bank	2013.09.09 ~ 2014.02.26		9,831	USD	9,217		1,066.70		1,130.00
Korea Exchange Bank	2013.10.22 ~ 2014.04.17		5,816	USD	5,516		1,054.40		1,110.00
Korea Exchange Bank	2013.12.16 ~ 2014.06.11		18,335	USD	17,664		1,038.00		1,100.00
Credit Suisse	2013.10.01 ~ 2014.02.26		9,120	USD	8,558		1,065.70		1,130.00
Credit Suisse	2013.10.01 ~ 2014.03.27		9,531	USD	8,964		1,063.20		1,130.00
Credit Suisse	2013.10.28 ~ 2014.04.24		10,142	USD	9,619		1,054.40		1,110.00
Morgan Stanley	2013.10.31 ~ 2014.04.30		158,610	USD	150,000		1,057.40		1,120.00
RBS	2013.11.23 ~ 2014.01.28		4,261	USD	3,942		1,080.80		1,150.00
RBS	2013.11.23 ~ 2014.04.21		5,853	USD	5,546		1,055.20		1,110.00

(*1)	Contracts are entered to hedge the currency risk arising from foreign short-term borrowings. The contracts will be automatically cancelled if the market average exchange rate at maturity date is above the barrier.

F-58

(3)

Currency forward contracts which are not designated as hedge instruments, as of December 31, 2013 are as follows:


Counterparty	Contract Date		Maturity Date	Contract amounts				Contract exchange rate
Counterparty	Contract Date		Maturity Date	Pay		Receive		Contract exchange rate
	In millions of won and thousands of foreign currencies
Korea Exchange Bank		2013-12-18	2014-01-13		10,715		USD 10,168		1,053.81
Korea Exchange Bank		2013-12-18	2014-01-02		2,906		USD 2,760		1,053.21
RBS		2013-12-18	2014-01-03		38,396		USD 36,457		1,053.18
DBS		2013-12-30	2014-01-13		61,974		USD 58,671		1,056.29
RBS		2013-11-19	2014-05-21		7,049		USD 6,603		1,067.50
BNP Paribas		2013-11-19	2014-05-21		21,352		USD 20,000		1,067.60
BNP Paribas		2013-11-28	2014-05-21		USD 4,000		4,270		1,067.60
BNP Paribas		2013-12-20	2014-05-21		USD 7,695		8,215		1,067.60
Korea Exchange Bank		2013-12-26	2014-01-02		3,176		USD 3,000		1,058.67
Korea Exchange Bank		2013-12-27	2014-01-02		3,168		USD 3,000		1,056.08
Korea Exchange Bank		2013-12-27	2014-01-02		8,437		USD 8,000		1,054.68
The Bank of Nova Scotia		2013-09-06	2014-01-10		7,666		USD 7,000		1,095.20
The Bank of Nova Scotia		2013-11-12	2014-02-14		5,380		USD 5,000		1,075.90
Standard Chartered		2013-10-01	2014-01-06		5,398		USD 5,000		1,079.60
Standard Chartered		2013-10-01	2014-01-06		10,801		USD 10,000		1,080.10
Standard Chartered		2013-10-11	2014-01-15		5,379		USD 5,000		1,075.70
RBS		2013-09-09	2014-01-10		4,369		USD 3,979		1,098.00
RBS		2013-09-09	2014-01-10		5,485		USD 5,000		1,097.00
RBS		2013-09-09	2014-01-10		5,480		USD 5,000		1,096.00
RBS		2013-10-11	2014-01-15		2,804		USD 2,607		1,075.70
RBS		2013-11-12	2014-02-14		5,380		USD 5,000		1,075.95
RBS		2013-09-09	2014-01-10		5,475		USD 5,000		1,095.00
BNP Paribas		2013-10-07	2014-01-10		5,377		USD 5,000		1,075.40
BNP Paribas		2013-11-12	2014-02-12		5,379		USD 5,000		1,075.80
Barclays Bank PLC		2013-10-07	2014-01-10		5,376		USD 5,000		1,075.10
The Bank of Nova Scotia		2013-12-10	2014-03-12		1,147		USD 1,085		1,057.05
Standard Chartered		2011-08-08	2014.01.27 ~ 2015.12.28		USD 19,623		21,579		1,093.10 ~ 1,103.20

F-59

(4)

Currency swap contracts which are not designated as hedge instruments as of December 31, 2013 are as follows:


Counterparty	Contract year		Contract amount				Contract interest rate		Contract exchange rate
Counterparty	Contract year		Pay		Receive		Pay (%)	Receive (%)	Contract exchange rate
	In millions of won and thousands of foreign currencies
Shinhan Bank		2010~2014		84,615		USD 75,000	6.83%	5.50%		1,128.20
RBS		2010~2014		141,125		USD 125,000	6.78%	5.50%		1,129.00
Morgan Stanley		2010~2014		112,320		USD 100,000	6.71%	5.50%		1,123.20
HSBC		2010~2014		112,320		USD 100,000	6.71%	5.50%		1,123.20
Bank of America		2011~2014		110,310		USD 100,000	6.93%	5.50%		1,103.10
UBS		2011~2015		220,356		USD 200,000	3.90%	3.00%		1,101.78
RBS		2011~2015		110,110		USD 100,000	3.90%	3.00%		1,101.10
Barclays Bank PLC		2011~2015		108,390		USD 100,000	3.78%	3.00%		1,083.90
Credit Suisse		2011~2015		108,390		USD 100,000	3.22%	3.00%		1,083.90
Morgan Stanley		2011~2015		63,006		USD 60,000	4.06%	3.00%		1,050.10
Goldman Sachs		2010~2015		156,643		USD 140,000	3.92%	3.00%		1,118.88
Deutsche Bank		2012~2018		110,412		JPY 10,000,000	6.21%	4.19%		11.04
IBK		2013~2018		111,800		USD 100,000	3.16%	2.79%		1,118.00
Bank of America		2012~2018		103,580		JPY 10,000,000	7.05%	4.19%		10.36
Morgan Stanley		2010~2015		118,800		USD 100,000	4.61%	3M Libor + 1.64%		1,188.00
M-UFJ		2010~2015		116,100		USD 100,000	4.00%	3M Libor + 1.00%		1,161.00
DBS		2011~2014		56,150		USD 50,000	4.21%	3M Libor + 1.00%		1,123.00
SMBC		2011~2014		56,150		USD 50,000	4.21%	3M Libor + 1.00%		1,123.00
Mizuho Corporate Bank		2011~2014		112,800		USD 100,000	3.86%	3M Libor + 0.80%		1,128.00
DBS		2011~2014		109,500		USD 100,000	3.80%	3M Libor + 0.85%		1,095.00
Deutsche Bank		2009~2014		126,610		USD 100,000	5.39%	6.25%		1,266.10
Nomura		2009~2014		126,610		USD 100,000	5.35%	6.25%		1,266.10
Nomura		2009~2014		126,610		USD 100,000	5.33%	6.25%		1,266.10
Morgan Stanley		2009~2014		126,610		USD 100,000	5.32%	6.25%		1,266.10
Morgan Stanley		2010~2014		126,610		USD 100,000	5.30%	6.25%		1,266.10
Barclays Bank PLC		2010~2014		126,610		USD 100,000	5.29%	6.25%		1,266.10
Citibank		2010~2014		126,610		USD 100,000	5.27%	6.25%		1,266.10
JP Morgan		2010~2014		126,610		USD 100,000	4.93%	6.25%		1,266.10
Deutsche Bank		2010~2014		126,610		USD 100,000	4.93%	6.25%		1,266.10
RBS		2010~2014		126,610		USD 100,000	4.93%	6.25%		1,266.10
Citibank		2010~2015		116,080		USD 100,000	3.97%	3.13%		1,160.80
Deutsche Bank		2010~2015		116,080		USD 100,000	3.98%	3.13%		1,160.80
RBS		2010~2015		116,080		USD 100,000	3.97%	3.13%		1,160.80
HSBC		2010~2015		116,080		USD 100,000	3.23%	3.13%		1,160.80
UBS		2010~2015		116,080		USD 100,000	3.23%	3.13%		1,160.80
Citibank		2012~2022		112,930		USD 100,000	2.79%	3.00%		1,129.30
JP Morgan		2012~2022		112,930		USD 100,000	2.79%	3.00%		1,129.30
Bank of America		2012~2022		112,930		USD 100,000	2.79%	3.00%		1,129.30
Goldman Sachs		2012~2022		112,930		USD 100,000	2.79%	3.00%		1,129.30
HSBC		2012~2022		111,770		USD 100,000	2.89%	3.00%		1,117.70
Hana Bank		2012~2022		111,770		USD 100,000	2.87%	3.00%		1,117.70
Standard Chartered		2012~2022		111,770		USD 100,000	2.89%	3.00%		1,117.70
Deutsche Bank		2012~2022		55,885		USD 50,000	2.79%	3.00%		1,117.70
DBS		2013~2018		108,140		USD 100,000	2.63%	3M Libor+0.84%		1,081.40
DBS		2013~2018		108,140		USD 100,000	2.57%	3M Libor+0.84%		1,081.40
DBS		2013~2018		108,140		USD 100,000	2.57%	3M Libor+0.84%		1,081.40
HSBC		2013~2018		107,450		USD 100,000	3.41%	2.88%		1,074.50
Standard Chartered		2013~2018		107,450		USD 100,000	3.44%	2.88%		1,074.50
JP Morgan		2013~2018		107,450		USD 100,000	3.48%	2.88%		1,074.50
HSBC		2013~2020		USD 92,940		AUD 100,000	3M Libor+1.22%	5.75%		0.93
HSBC		2013~2020		USD 93,480		AUD 100,000	3M Libor+1.18%	5.75%		0.93
Standard Chartered		2013~2020		USD 117,250		AUD 125,000	3M Libor+1.25%	5.75%		0.94

F-60

(5)

Currency swap contracts which are designated as hedge instruments as of December 31, 2013 are as follows:


Counterparty	Contract year		Contract amount				Contract interest rate		Contract exchange rate
Counterparty	Contract year		Pay		Receive		Pay (%)	Receive (%)	Contract exchange rate
	In millions of won and thousands of foreign currencies
Citibank		2006~2016		113,200		USD 100,000	1.05%	6.00%		1,132.00
Barclays Bank PLC		2006~2016		113,200		USD 100,000	1.05%	6.00%		1,132.00
Credit Suisse		2006~2016		113,200		USD 100,000	1.05%	6.00%		1,132.00
Goldman Sachs		2011~2017		105,260		USD 100,000	3.99%	3.63%		1,052.60
Barclays Bank PLC		2011~2017		105,260		USD 100,000	3.99%	3.63%		1,052.60
Citibank		2011~2017		105,260		USD 100,000	3.99%	3.63%		1,052.60
HSBC		2012~2014		45,264		USD 40,000	3.25%	3M Libor+1.50%		1,131.60
Citibank		2012~2014		33,948		USD 30,000	3.25%	3M Libor+1.50%		1,131.60
RBS		2012~2014		22,632		USD 20,000	3.25%	3M Libor+1.50%		1,131.60
UOB		2012~2014		33,948		USD 30,000	3.25%	3M Libor+1.50%		1,131.60
DBS		2012~2014		56,580		USD 50,000	3.20%	3M Libor+1.50%		1,131.60
ANZ		2012~2014		22,632		USD 20,000	3.20%	3M Libor+1.50%		1,131.60
Citibank		2012~2014		20,369		USD 18,000	3.20%	3M Libor+1.50%		1,131.60
Credit Suisse		2012~2014		45,264		USD 40,000	2.77%	3M Libor+1.50%		1,131.60
RBS		2012~2014		58,843		USD 52,000	2.77%	3M Libor+1.50%		1,131.60
Citibank		2013~2018		54,570		USD 50,000	2.90%	3M Libor+1.01%		1,091.40
Standard Chartered		2013~2018		54,570		USD 50,000	2.90%	3M Libor+1.01%		1,091.40
Credit Suisse		2013~2018		111,410		USD 100,000	3.22%	3M Libor+1.50%		1,114.10
UBS AG		2006~2016		98,100		USD 100,000	5.48%	5.50%		981
Credit Suisse		2006~2016		98,100		USD 100,000	5.48%	5.50%		981
Barclays Bank PLC		2006~2016		71,888		USD 75,000	4.81%	5.50%		958.51
Deutsche Bank AG		2006~2016		71,888		USD 75,000	4.81%	5.50%		958.51
Barclays Bank PLC		2012~2017		142,500		USD 125,000	3.83%	3.13%		1,140.00
Morgan Stanley		2012~2017		142,500		USD 125,000	3.83%	3.13%		1,140.00
RBS		2012~2017		142,500		USD 125,000	3.83%	3.13%		1,140.00
JP Morgan		2012~2017		142,500		USD 125,000	3.83%	3.13%		1,140.00
RBS		2013~2019		118,343		CHF 100,000	3.47%	1.63%		1,183.43
Barclays Bank PLC		2013~2019		59,172		CHF 50,000	3.47%	1.63%		1,183.43
Nomura		2013~2019		59,172		CHF 50,000	3.47%	1.63%		1,183.43
Barclays Bank PLC		2013~2018		107,360		USD 100,000	3.34%	2.88%		1,073.60
RBS		2013~2018		107,360		USD 100,000	3.34%	2.88%		1,073.60
JP Morgan		2013~2018		161,040		USD 150,000	3.34%	2.88%		1,073.60
Standard Chartered		2013~2018		161,040		USD 150,000	3.34%	2.88%		1,073.60
Barclays Bank PLC		2004~2014		172,875		USD 150,000	5.10%	5.75%		1,152.50
Barclays Bank PLC		2013~2018		81,188		USD 75,000	2.65%	1.88%		1,082.50
RBS		2013~2018		81,188		USD 75,000	2.65%	1.88%		1,082.50
Deutsche Bank		2013~2018		81,188		USD 75,000	2.65%	1.88%		1,082.50
Citibank		2013~2018		81,188		USD 75,000	2.65%	1.88%		1,082.50
BTMU		2010~2015		55,900		USD 50,000	4.03%	3M Libor+1.20%		1,118.00
RBS		2012~2017		115,140		USD 100,000	3.38%	2.50%		1,151.40
BNP Paribas		2012~2017		115,140		USD 100,000	3.38%	2.50%		1,151.40
Hana Bank		2012~2017		115,140		USD 100,000	3.38%	2.50%		1,151.40
Barclays Bank PLC		2012~2017		57,570		USD 50,000	3.38%	2.50%		1,151.40
Standard Chartered		2012~2017		57,570		USD 50,000	3.38%	2.50%		1,151.40
Nomura		2012~2017		57,570		USD 50,000	3.38%	2.50%		1,151.40
Credit Agricole		2012~2017		57,570		USD 50,000	3.38%	2.50%		1,151.40
Societe Generale		2013~2018		106,190		USD 100,000	3.48%	2.63%		1,061.90
BNP Paribas		2013~2018		53,095		USD 50,000	3.48%	2.63%		1,061.90
Hana Bank		2013~2018		53,095		USD 50,000	3.48%	2.63%		1,061.90
Standard Chartered		2013~2018		106,030		USD 100,000	3.48%	2.63%		1,060.30
Barclays Bank PLC		2013~2018		53,015		USD 50,000	3.48%	2.63%		1,060.30
Hana Bank		2013~2018		31,809		USD 30,000	3.48%	2.63%		1,060.30
Societe Generale		2013~2018		21,206		USD 20,000	3.48%	2.63%		1,060.30
HSBC		2013~2018		53,015		USD 50,000	3.47%	2.63%		1,060.30
Nomura		2013~2018		53,015		USD 50,000	3.47%	2.63%		1,060.30

F-61

(6)

Interest rate swap contracts which are not designated as hedge instruments as of December 31, 2013 are as follows:


Counterparty	Contract year		Contract amount		Contract interest rate per annum
Counterparty	Contract year		Contract amount		Pay (%)			Receive (%)
	In millions of won
Nonghyup Bank		2010~2015		100,000		4.90	%		3M CD + 1.05	%
Nonghyup Bank		2010~2015		100,000		4.83	%		3M CD + 0.90	%
Nonghyup Bank		2010~2015		50,000		4.77	%		3M CD + 0.90	%
Korea Development Bank		2012~2016		200,000		3.57	%		3M CD + 0.26	%
Nonghyup Bank		2012~2016		100,000		3.49	%		3M CD + 0.25	%
Korea Development Bank		2012~2016		50,000		3.49	%		3M CD + 0.25	%
HSBC		2012~2016		50,000		3.49	%		3M CD + 0.25	%
Standard Chartered		2012~2016		200,000		3.55	%		3M CD + 0.26	%
Standard Chartered		2012~2017		160,000		3.57	%		3M CD + 0.32	%
JP Morgan		2013~2018		150,000		3.58	%		3M CD + 0.31	%
Korea Exchange Bank		2011~2014		100,000		4.08	%		3M CD + 0.03	%
Korea Exchange Bank		2011~2014		100,000		3.89	%		3M CD + 0.05	%
Shinhan Bank		2011~2014		100,000		3.63	%		3M CD + 0.18	%
Korea Exchange Bank		2011~2014		200,000		3.66	%		3M CD + 0.24	%
Korea Exchange Bank		2012~2015		100,000		3.58	%		3M CD + 0.15	%
Korea Exchange Bank		2012~2015		200,000		3.65	%		3M CD + 0.10	%
Korea Exchange Bank		2012~2015		100,000		2.86	%		3M CD + 0.05	%
Korea Exchange Bank		2013~2016		100,000		2.82	%		3M CD + 0.04	%
Korea Exchange Bank		2013~2016		200,000		2.57	%		3M CD + 0.04	%
Korea Exchange Bank		2013~2016		100,000		2.75	%		3M CD + 0.03	%

(7)

Interest rate swap contracts which are designated as hedge instruments, as of December 31, 2013 are as follows:

Counterparty

Contract
year

Contract
amount

Contract interest rate per annum

Pay (%)

Receive (%)

In thousands of U.S. dollars

BNP Paribas

2009~2027

USD 108,633

4.16%

6M USD Libor

KFW

2009~2027

USD 108,633

4.16%

6M USD Libor

CA-CIB (Credit Agricole)

2012~2033

USD 106,684

3.98%~4.10%

6M USD Libor

SMBC

2012~2033

USD 139,510

4.05%~4.18%

6M USD Libor

(8)

Gain and loss on valuation and transaction of derivatives for the years ended December 31, 2012 and 2013 are as follows and included in finance income and costs in the accompanying consolidated statements of comprehensive income (loss):


		Net income effects of valuation loss						Net income effects of transaction gain (loss)						Accumulated other comprehensive income (loss) (*)
		2012			2013			2012			2013			2012			2013
		In millions of won
Currency option	￦		(9,492	)		(41,181	)		—			13,765			—			—
Currency forward			(3,789	)		(1,420	)		(964	)		(3,952	)		(4,004	)		4,004
Currency swap			(539,883	)		(217,361	)		(19,734	)		48,685			7,883			(19,086	)
Interest rate swap			(21,384	)		13,112			(11,000	)		(5,806	)		(65,884	)		37,998
Other derivatives			—			—			8,618			(39,326	)		—			—

	￦		(574,548	)		(246,850	)		(23,080	)		13,366			(62,005	)		22,916

(*)	As of December 31, 2013, the accumulated net gain on valuation of derivatives using cash flow hedge accounting of ￦29,332 million, net of tax, is included in accumulated other comprehensive income (loss).

F-62

12.

Other Financial Assets

(1)

Other financial assets as of December 31, 2012 and 2013 are as follows:


		2012						2013
		Current			Non-current			Current			Non-current
		In millions of won
Loans and receivables	￦		72,888			668,733			51,503			616,389
Present value discount			(1,224	)		(67,009	)		(1,094	)		(58,559	)
Long-term/short-term financial instruments			468,351			1,042			384,199			1,183

	￦		540,015			602,766			434,608			559,013

(2)

Loans and receivables as of December 31, 2012 and 2013 are as follows:


		2012
		Face value		Present value discount			Book value
		In millions of won
Short-term loans and receivables
Loans for tuition	￦		29,432		(1,224	)		28,208
Loans for housing			13,272		—			13,272
Loans for related parties			676		—			676
Fisheries loan			7,720		—			7,720
Other loans			21,788		—			21,788

			72,888		(1,224	)		71,664

Long-term loans and receivables
Loans for tuition			340,122		(64,435	)		275,687
Loans for housing			123,088		—			123,088
Loans for related parties			185,532		—			185,532
Fisheries loan			19,760		(2,574	)		17,186
Other loans			231		—			231
			668,733		(67,009	)		601,724

	￦		741,621		(68,233	)		673,388


		2013
		Face value		Present value discount			Book value
		In millions of won
Short-term loans and receivables
Loans for tuition	￦		25,296		(1,094	)		24,202
Loans for housing			12,505		—			12,505
Loans for related parties			890		—			890
Fisheries loan			6,000		—			6,000
Other loans			6,812		—			6,812

			51,503		(1,094	)		50,409

Long-term loans and receivables
Loans for tuition			352,554		(56,956	)		295,598
Loans for housing			108,564		—			108,564
Loans for related parties			141,191		—			141,191
Fisheries loan			13,760		(1,603	)		12,157
Other loans			320		—			320

			616,389		(58,559	)		557,830

	￦		667,892		(59,653	)		608,239

F-63

(3)

Long-term and short-term financial instruments as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Time deposits	￦		398,351		654		256,173		453
Installment deposits			—		78		—		93
Deposit for treasury stock in trust			25,000		—		64,940		—
Special money in trust			—		—		30,086		—
Repurchase agreement			—		—		18,000		—
CD			40,000		—		10,000		—
MMT			5,000		—		—		—
Others			—		310		5,000		637

	￦		468,351		1,042		384,199		1,183

13.

Inventories

Inventories as of December 31, 2012 and 2013 are as follows:


		2012
		Acquisition cost		Valuation allowance			Book value
		In millions of won
Raw materials	￦		2,285,822		(65	)		2,285,757
Merchandises			379		—			379
Work-in-progress			68,127		—			68,127
Finished goods			53,640		—			53,640
Supplies			523,397		(4,496	)		518,901
Inventories in transit			506,547		—			506,547
Other inventories			6,990		—			6,990

	￦		3,444,902		(4,561	)		3,440,341


		2013
		Acquisition cost		Valuation allowance			Book value
		In millions of won
Raw materials	￦		2,904,722		(46	)		2,904,676
Merchandises			373		—			373
Work-in-progress			89,883		—			89,883
Finished goods			55,056		—			55,056
Supplies			683,699		(4,089	)		679,610
Inventories in transit			541,154		—			541,154
Other inventories			8,841		—			8,841

	￦		4,283,728		(4,135	)		4,279,593

The valuation allowances were ￦3,599 million and ￦10,129 million as of December 31, 2010 and 2011, respectively. In addition, the reversals of the allowance for loss on inventory valuation due from increases in the net realizable value of inventory and fluctuations in foreign exchange rates deducted from cost of sales were ￦211 million, ￦5,568 and ￦687 million, for the years ended December 31, 2011, 2012 and 2013, respectively. The amounts of loss from inventory valuation included in cost of sales for the years ended December 31, 2011, 2012 and 2013 were ￦6,747 million, ￦6,920 million and ￦261 million, respectively.

F-64

14.

Finance Lease Receivables

(1)

Finance lease contracts

The Company entered into a power purchase agreement (“PPA”) with Jordan Electric Power Company to provide a 373MW level Qatrana gas combined power plant over a 25 year lease term, and accounts for the PPA as a finance lease. Also, the Company has fly-ash pipe conduit finance leases with an average lease term of 7 years. In addition the Company entered into a PPA with the Comisión Federal de Electricidad in Mexico to provide for 25 years of all electricity generated from the power plant after completion of its construction and collect rates consisting of fixed costs (to recover the capital) and variable costs during the contracted period.

(2)

Finance lease receivables as of December 31, 2012 and 2013 are as follows and included in current and non-current trade and other receivables, net, in the accompanying consolidated statements of financial position:


		2012				2013
		Minimum lease payments		Present value of minimum lease payments		Minimum lease payments		Present value of minimum lease payments
		In millions of won
Less than 1 year	￦		46,758		4,134		81,484		4,569
1 ~ 5 years			192,651		27,422		356,874		36,710
More than 5 years			783,314		361,904		1,782,639		809,002

	￦		1,022,723		393,460		2,220,997		850,281

(3)

There are no impaired finance lease receivables as of December 31, 2012 and 2013.

(4)

There are no changes in valuation allowance for finance lease receivables for the years ended December 31, 2012 and 2013.

15.

Non-Financial Assets

Non-financial assets as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Advance payment	￦		146,042		4,607		110,541		12,760
Prepaid expenses			230,260		100,804		150,852		102,823
Others(*)			287,745		35,027		309,452		15,928

	￦		664,047		140,438		570,845		131,511

(*)

Details of others as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Tax refund receivables	￦		177,930		1,797		228,857		1,349
Other quick assets and others			109,815		33,230		80,595		14,579

	￦		287,745		35,027		309,452		15,928

F-65

16.

Investments in Subsidiaries

(1)

Investments in subsidiaries as of December 31, 2012 and 2013 are as follows:


			Percentage of ownership (%)
Subsidiaries	Key operation activities	Location	2012			2013
Korea Hydro & Nuclear Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
Korea South-East Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
Korea Midland Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
Korea Western Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
Korea Southern Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
Korea East-West Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
KEPCO Engineering & Construction Company, Inc.(*1)	Architectural engineering for utility plant and others	KOREA		74.86	%		70.86	%
KEPCO Plant Service & Engineering Co., Ltd.(*1)	Utility plant maintenance and Others	KOREA		70.00	%		63.00	%
KEPCO Nuclear Fuel Co., Ltd.	Nuclear fuel	KOREA		96.36	%		96.36	%
KEPCO KDN Co., Ltd.	Electric Power information technology and others	KOREA		100.00	%		100.00	%
Garorim Tidal Power Plant Co., Ltd.(*2)	Power generation	KOREA		49.00	%		49.00	%
Korea Engineering & Power Services Co., Ltd.	Operation and maintenance of utility plant	KOREA		52.43	%		52.43	%
Dongducheon Dream Power Co., Ltd.(*3)	Power generation	KOREA		49.00	%		—
KEPCO International Hong Kong Ltd.	Holding company	HONG KONG		100.00	%		100.00	%
KEPCO International Philippines Inc.	Holding company	PHILIPPINES		100.00	%		100.00	%
KEPCO Gansu International Ltd.	Holding company	HONG KONG		100.00	%		100.00	%
KEPCO Philippines Holdings Inc.	Holding company	PHILIPPINES		100.00	%		100.00	%
KEPCO Philippines Corporation	Construction and operation of utility plant	PHILIPPINES		100.00	%		100.00	%
KEPCO Ilijan Corporation	Utility plant rehabilitation and operation	PHILIPPINES		51.00	%		51.00	%
KEPCO Lebanon SARL	Operation of utility plant	LEBANON		100.00	%		100.00	%
KEPCO Neimenggu International Ltd.	Holding company	HONG KONG		100.00	%		100.00	%
KEPCO Shanxi International Ltd.	Holding company	HONG KONG		100.00	%		100.00	%
KOMIPO Global Pte Ltd.	Holding company	SINGAPORE		100.00	%		100.00	%
KEPCO Canada Energy Ltd.	Resources development	CANADA		100.00	%		100.00	%
KEPCO Netherlands B.V.	Holding company	NETHERLANDS		100.00	%		100.00	%
KOREA Imouraren Uranium Investment Corp..	Uranium mine development	FRANCE		100.00	%		100.00	%
KEPCO Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
KOSEP Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
KOMIPO Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
KOWEPO Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
KOSPO Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
KEPCO Middle East Holding Company	Holding company	BAHRAIN		100.00	%		100.00	%
Qatrana Electric Power Company	Construction and operation of utility plant	JORDAN		80.00	%		80.00	%
KHNP Canada Energy Ltd.	Resources development	CANADA		100.00	%		100.00	%
KEPCO Bylong Australia Pty., Ltd.	Resources development	AUSTRALIA		100.00	%		100.00	%
Korea Waterbury Uranium Limited Partnership	Resources development	CANADA		79.64	%		79.64	%
KEPCO Canada Uranium Investment Limited Partnership	Resources development	CANADA		100.00	%		100.00	%
Sylardus Holding B.V.(*4)	Holding company	NETHERLANDS		100.00	%		—

F-66


			Percentage of ownership (%)
Subsidiaries	Key operation activities	Location	2012			2013
Akkuyu Finance B.V.(*4)	Construction and operation of utility plant	NETHERLANDS		100.00	%		—
Akkuyu Fuel B.V.(*4)	Construction and operation of utility plant	NETHERLANDS		100.00	%		—
Akkuyu Operations B.V.(*4)	Construction and operation of utility plant	NETHERLANDS		100.00	%		—
Korea Electric Power Nigeria Ltd.	Operation of utility plant	NIGERIA		100.00	%		100.00	%
KEPCO Holdings de Mexico	Holding company	MEXICO		100.00	%		100.00	%
KST Electric Power Company	Construction and operation of utility plant	MEXICO		56.00	%		56.00	%
KEPCO Energy Service Company	Operation of utility plant	MEXICO		100.00	%		100.00	%
KEPCO Netherlands S3 B.V.	Holding company	NETHERLANDS		100.00	%		100.00	%
PT. KOMIPO Pembangkitan Jawa Bali	Operation of utility plant	INDONESIA		51.00	%		51.00	%
PT. Cirebon Power Service(*2)	Operation of utility plant	INDONESIA		27.50	%		27.50	%
KOWEPO International Corporation	Operation of utility plant	PHILIPPINES		99.99	%		99.99	%
KOSPO Jordan LLC	Operation of utility plant	JORDAN		100.00	%		100.00	%
EWP Philippines Corporation (Formerly, EWP Cebu Corporation)	Operation of utility plant	PHILIPPINES		100.00	%		100.00	%
EWP Philippine Holdings Corporation	Holding company	PHILIPPINES		100.00	%		100.00	%
EWP America Inc.	Holding company	USA		100.00	%		100.00	%
EWP Renewable Co.	Holding company	USA		100.00	%		100.00	%
DG Fairhaven Power, LLC	Power generation	USA		100.00	%		100.00	%
DG Kings Plaza Holdings, LLC	Holding company	USA		100.00	%		100.00	%
DG Kings Plaza, LLC	Power generation	USA		100.00	%		100.00	%
DG Kings Plaza II, LLC	Holding company	USA		100.00	%		100.00	%
DG Whitefield, LLC	Power generation	USA		100.00	%		100.00	%
Springfield Power, LLC	Power generation	USA		100.00	%		100.00	%
KNF Canada Energy Limited	Resources development	CANADA		96.36	%		96.36	%
PT KEPCO Resource Indonesia	Resources development	INDONESIA		100.00	%		100.00	%
EWP Barbados 1 SRL	Holding company	BARBADOS		100.00	%		100.00	%
California Power Holdings, LLC	Power generation	USA		100.00	%		100.00	%
Gyeonggi Green Energy Co., Ltd.	Power generation	KOREA		49.00	%		62.01	%
PT. Tanggamus Electric Power	Power generation	INDONESIA		60.00	%		60.00	%
Gyeongju Wind Power Co., Ltd.	Power generation	KOREA		70.00	%		70.00	%
KOMIPO America Inc.	Holding company	USA		100.00	%		100.00	%
Boulder Solar Power, LLC	Solar photovoltaic power generation	USA		75.00	%		75.00	%
EWPRC Biomass Holdings, LLC	Holding company	USA		100.00	%		100.00	%
KOSEP USA, INC.	Power generation	USA		100.00	%		100.00	%
Nepal Water & Energy Development Company Pty Ltd.	Construction and operation of utility plant	NEPAL		50.00	%		—
PT. EWP Indonesia	Holding company	INDONESIA		100.00	%		100.00	%
KOWEPO America LLC.	Solar photovoltaic power generation	USA		100.00	%		100.00	%
KEPCO Netherlands J3 B.V.	Holding company	NETHERLANDS		100.00	%		100.00	%
Korea Offshore Wind Power Co., Ltd.	Power generation	KOREA		100.00	%		100.00	%
EWP Barbados 2 SRL	Holding company	BARBADOS		100.00	%		—
Global One Pioneer B.V.	Holding company	NETHERLANDS		100.00	%		100.00	%
Global Energy Pioneer B.V.	Holding company	NETHERLANDS		100.00	%		100.00	%
KOSEP Wind Power, LLC.	Power generation	USA		100.00	%		100.00	%
Mira Power Limited(*5)	Power generation	PAKISTAN		76.00	%		76.00	%
KOSEP Material Co., Ltd.	Power generation	KOREA		—			77.04	%

F-67


			Percentage of ownership (%)
Subsidiaries	Key operation activities	Location	2012			2013
Commerce and Industry Energy Co., Ltd.	Power generation	KOREA		29.51	%		59.03	%
KEPCO Singapore Holding Pte., Ltd.	Holding company	SINGAPORE		—			100.00	%
KOWEPO India Private Limited	Holding company	INDIA		—			100.00	%
KEPCO KPS Philippines Corp.	Utility plant maintenance and others	PHILIPPINES		—			100.00	%
KOSPO Chile SpA	Holding company	Chile		—			100.00	%

(*1)	4% of the shares of KEPCO Engineering & Construction Company, Inc. and 7% of the shares of KEPCO Plant Service & Engineering Co., Ltd. were disposed for the year ended December 31, 2013.

(*2)	These subsidiaries are included in the consolidated financial statements as the Company obtains the majority of the voting power through the shareholders’ agreement.

(*3)	As the Company lost its control over the entities in the current year, the investments are reclassified to investment in associates and joint ventures and the related disposal gain of ￦1,056 million is included in gain or loss related to investment in associates and joint ventures.

(*4)	These entities were liquidated during the year ended December 31, 2013, and disposal losses in the amount of ￦112 million is recognized in gain or loss related to investment in associates and joint ventures.

(*5)	As of December 31, 2013, the reporting period end date of all consolidated subsidiaries is December 31, except for Mira Power Limited.

(2)

Subsidiaries newly included in or excluded from consolidation for the year ended December 31, 2013 are as follows:

(i)

Subsidiaries newly included in consolidation


Subsidiary		Reason
KOSEP Material Co., Ltd.		New investment
Commerce and Industry Energy Co., Ltd.		Step acquisition
KEPCO Singapore Holding Pte., Ltd.		New investment
KOWEPO India Private Limited		New investment
KEPCO KPS Philippines Corp.		New investment
KOSPO Chile SpA		New investment

(ii)

Subsidiaries excluded from consolidation


Subsidiary		Reason
Dongducheon Dream Power Co., Ltd.		Decrease of voting power to appoint directors
Nepal Water & Energy Development Company Pty Ltd.		Decrease of the percentage of ownership
EWP Barbados 2 SRL		Liquidation
Sylardus Holding B.V.		Liquidation
Akkuyu Finance B.V.		Liquidation
Akkuyu Fuel B.V.		Liquidation
Akkuyu Operations B.V.		Liquidation

F-68

(3)

Summary of financial information of consolidated subsidiaries as of and for the years ended December 31, 2012 and 2013 are as follows:


2012
Subsidiaries		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
Korea Hydro & Nuclear Power Co., Ltd.	￦		45,061,851		24,638,944		6,717,341		126,181
Korea South-East Power Co., Ltd.			7,218,552		3,564,786		4,672,289		179,139
Korea Midland Power Co., Ltd.			5,767,527		2,828,679		5,427,872		132,306
Korea Western Power Co., Ltd.			5,716,612		2,615,447		5,967,870		118,319
Korea Southern Power Co., Ltd.			6,441,594		3,038,450		6,955,053		103,368
Korea East-West Power Co., Ltd.			6,069,774		2,593,576		5,950,683		164,489
KEPCO Engineering & Construction Company, Inc.			861,882		435,913		785,586		134,310
KEPCO Plant Service & Engineering Co., Ltd.			756,214		224,674		1,006,609		117,888
KEPCO Nuclear Fuel Co., Ltd.			500,744		221,196		238,627		30,844
KEPCO KDN Co., Ltd.			320,860		96,911		338,769		3,714
Garorim Tidal Power Plant Co., Ltd.			37,476		1,546		—		(1,404	)
Korea Engineering & Power Services Co., Ltd.			7,093		2,043		10,381		3,206
Dongducheon Dream Power Co., Ltd.			235,002		856		—		(4,289	)
KEPCO International Hong Kong Ltd.			246,889		35		—		25,262
KEPCO International Philippines Inc.			102,564		728		—		13,264
KEPCO Gansu International Ltd.			15,934		493		—		(8	)
KEPCO Philippines Holdings Inc.			125,971		162		—		1,650
KEPCO Philippines Corporation			18,020		826		—		(573	)
KEPCO Ilijan Corporation			678,488		109,610		146,295		83,647
KEPCO Lebanon SARL			7,111		8,850		—		(1,846	)
KEPCO Neimenggu International Ltd.			182,669		—		—		22,307
KEPCO Shanxi International Ltd.			496,410		223,186		—		(2,960	)
KOMIPO Global Pte Ltd.			111,765		115		—		(4,780	)
KEPCO Canada Energy Ltd.			81,560		13,602		—		(43	)
KEPCO Netherlands B.V.			219,828		31		—		10,345
KOREA Imouraren Uranium Investment Corp.			241,481		114		—		(51	)
KEPCO Australia Pty., Ltd.			547,886		168,837		5,446		1,034
KOSEP Australia Pty., Ltd.			19,878		495		5,301		2,067
KOMIPO Australia Pty., Ltd.			19,869		957		5,307		1,142
KOWEPO Australia Pty., Ltd.			20,036		491		5,301		1,636
KOSPO Australia Pty., Ltd.			20,112		959		5,309		1,146
KEPCO Middle East Holding Company			105,319		102,250		—		2,526
Qatrana Electric Power Company			467,457		432,000		19,172		24,499
KHNP Canada Energy Ltd.			55,238		705		—		(20	)
KEPCO Bylong Australia Pty., Ltd.			73,016		252		—		(4,007	)
Korea Waterbury Uranium Limited Partnership			22,623		701		—		(39	)
KEPCO Canada Uranium Investment Limited Partnership			89,223		—		—		(5	)
Sylardus Holding B.V.			103		178		—		(52	)
Akkuyu Finance B.V.			6		80		—		(27	)
Akkuyu Fuel B.V.			7		75		—		(26	)
Akkuyu Operations B.V.			6		74		—		(26	)
Korea Electric Power Nigeria Ltd.			6		5		252		(39	)
KEPCO Holdings de Mexico			31		13		—		(13	)
KST Electric Power Company			345,416		387,121		—		(8,498	)
KEPCO Energy Service Company			73		53		296		13
KEPCO Netherlands S3 B.V.			480		10		—		(88	)
PT. KOMIPO Pembangkitan Jawa Bali			19,175		8,449		21,439		5,714

F-69


2012
Subsidiaries		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
PT. Cirebon Power Service	￦		1,182		277		7,256		541
KOWEPO International Corporation			2,080		34		—		(182	)
KOSPO Jordan, LLC.			6,375		1,108		14,186		2,606
EWP Cebu Corporation			10,329		1,441		9,991		2,744
EWP Philippine Holdings Corporation			241		6		—		(1	)
EWP America Inc. (*)			117,971		87,346		44,618		(6,113	)
KNF Canada Energy Limited			2,412		5		—		(38	)
PT KEPCO Resource Indonesia			1,715		—		—		1
EWP Barbados 1 SRL			309,581		138		2,817		1,696
Gyeonggi Green Energy Co., Ltd.			103,342		68,991		—		(465	)
PT. Tanggamus Electric Power			12,583		386		—		(3,199	)
Gyeongju Wind Power Co., Ltd.			48,501		34,355		1,605		980
KOMIPO America Inc.			6,427		—		—		—
Boulder Solar Power, LLC.			8,553		6		—		(24	)
KOSEP USA, INC.			30,734		249		—		(424	)
Nepal Water & Energy Development Company Pty Ltd.			21,114		12,114		—		(2,901	)
PT. EWP Indonesia			882		—		—		(289	)
KOWEPO America, LLC.			4,517		346		—		(2,147	)
KEPCO Netherlands J3 B.V.			33,138		31		—		(31	)
Korea Offshore Wind Power Co., Ltd.			4,966		76		—		(37	)
EWP Barbados 2 SRL			779		—		—		(614	)
Global One Pioneer B.V.			71		—		—		(1	)
Global Energy Pioneer B.V.			71		—		—		(1	)
KOSEP Wind Power, LLC.			213		—		—		(1	)
Mira Power Limited			1,841		11		—		(2	)

(*)

Financial information of EWP America Inc. includes that of nine other subsidiaries, EWP Renewable Co., Ltd., DG Fairhaven Power, LLC., DG Kings Plaza Holdings, LLC., DG Kings Plaza, LLC., DG Whitefield, LLC., Springfield Power, LLC., California Power Holdings, LLC., EWPRC Biomass Holdings, LLC. and DG Kings Plaza II, LLC.

F-70


2013
Subsidiaries		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
Korea Hydro & Nuclear Power Co., Ltd.	￦		46,717,706		26,482,646		6,378,280		(180,160	)
Korea South-East Power Co., Ltd.			8,294,384		4,634,288		4,157,175		116,001
Korea Midland Power Co., Ltd.			6,189,836		3,266,269		5,658,612		40,815
Korea Western Power Co., Ltd.			7,160,956		4,010,759		5,762,386		106,829
Korea Southern Power Co., Ltd.			7,360,191		3,906,329		7,120,621		102,670
Korea East-West Power Co., Ltd.			7,449,723		4,014,477		5,368,299		27,021
KEPCO Engineering & Construction Company, Inc.			760,504		378,454		755,484		34,407
KEPCO Plant Service & Engineering Co., Ltd.			839,067		217,404		1,121,717		151,524
KEPCO Nuclear Fuel Co., Ltd.			509,057		221,023		233,638		15,401
KEPCO KDN Co., Ltd.			354,577		115,604		372,830		8,561
Garorim Tidal Power Plant Co., Ltd.			43,592		3,350		—		(2,502	)
Korea Engineering & Power Services Co., Ltd.			15,555		4,781		29,066		5,764
KEPCO International Hong Kong Ltd.			243,898		—		—		12,746
KEPCO International Philippines Inc.			101,832		819		—		705
KEPCO Gansu International Ltd.			15,689		486		—		(10	)
KEPCO Philippines Holdings Inc.			116,825		13		—		2,861
KEPCO Philippines Corporation			14,226		150		—		493
KEPCO Ilijan Corporation			705,425		76,329		140,782		71,194
KEPCO Lebanon SARL			6,836		9,417		—		(895	)
KEPCO Neimenggu International Ltd.			177,649		—		—		1,255
KEPCO Shanxi International Ltd.			491,681		226,543		—		(4,526	)
KOMIPO Global Pte Ltd.			131,874		30		—		14,423
KEPCO Canada Energy Ltd.			75,197		12,358		—		(164	)
KEPCO Netherlands B.V.			209,885		21		—		2,844
KOREA Imouraren Uranium Investment Corp.			248,300		161		—		(45	)
KEPCO Australia Pty., Ltd.			498,742		2,173		4,979		162,325
KOSEP Australia Pty., Ltd.			18,592		931		4,728		1,578
KOMIPO Australia Pty., Ltd.			18,190		537		4,728		1,574
KOWEPO Australia Pty., Ltd.			18,724		929		4,728		1,577
KOSPO Australia Pty., Ltd.			18,789		929		4,728		1,578
KEPCO Middle East Holding Company			107,802		100,742		—		4,190
Qatrana Electric Power Company			516,637		436,210		17,471		20,850
KHNP Canada Energy Ltd.			50,314		23		—		(51	)
KEPCO Bylong Australia Pty., Ltd.			145,704		169,014		—		(136,027	)
Korea Waterbury Uranium Limited Partnership			20,380		21		—		(70	)
KEPCO Canada Uranium Investment Limited Partnership			81,945		25		—		(46	)
Korea Electric Power Nigeria Ltd.			1,859		1,449		3,602		427
KEPCO Holdings de Mexico			10		9		—		(14	)
KST Electric Power Company			498,705		483,339		456		4,616
KEPCO Energy Service Company			835		437		3,733		407
KEPCO Netherlands S3 B.V.			514		18		—		(64	)
PT. KOMIPO Pembangkitan Jawa Bali			14,884		5,548		20,162		6,143
PT. Cirebon Power Service			1,646		642		7,143		406
KOWEPO International Corporation			1,897		31		—		—
KOSPO Jordan, LLC.			15,938		9,790		7,817		2,389
EWP Philippines Corporation (Formerly, EWP Cebu Corporation)			7,067		290		212		(914	)

F-71


2013
Subsidiaries		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
EWP Philippine Holdings Corporation	￦		211		1		—		(2	)
EWP America Inc.(*)			104,186		77,105		53,087		(3,184	)
KNF Canada Energy Limited			2,254		19		—		(71	)
PT KEPCO Resource Indonesia			1,609		—		—		(84	)
EWP Barbados 1 SRL			284,111		145		2,738		(21,771	)
Gyeonggi Green Energy Co., Ltd.			338,394		263,608		26,944		(161	)
PT. Tanggamus Electric Power			9,784		626		—		(3,640	)
Gyeongju Wind Power Co., Ltd.			49,264		32,580		7,440		2,507
KOMIPO America Inc.			7,604		6		—		0
Boulder Solar Power, LLC.			7,639		6		—		(2,131	)
KOSEP USA, INC.			31,121		233		—		(757	)
PT. EWP Indonesia			771		14		—		(334	)
KOWEPO America, LLC.			6,057		21		—		(1,295	)
KEPCO Netherlands J3 B.V.			102,295		31		—		(86	)
Korea Offshore Wind Power Co., Ltd.			4,052		1,598		—		(2,436	)
Global One Pioneer B.V.			46		19		—		(44	)
Global Energy Pioneer B.V.			47		19		—		(42	)
KOSEP Wind Power, LLC.			1,219		688		2,053		332
Mira Power Limited			13,607		244		—		(742	)
KOSEP Material Co., Ltd			13,349		280		—		(431	)
Commerce and Industry Energy Co., Ltd.			104,739		87,628		13,450		(2,959	)
KEPCO Singapore Holding Pte., Ltd.			—		11		—		(11	)
KOWEPO India Private Limited			1,370		4		—		(377	)
KEPCO KPS Philippines Corp.			4,396		3,409		5,923		659
KOSPO Chile SpA			4,180		4,180		—		—

(*)

(4)

Significant restrictions on its abilities to subsidiaries are as follows:


Company		Nature and extent of any significant restrictions
Gyeonggi Green Energy Co., Ltd.		Acquisition or disposal of assets more than ￦35 billion, change in the capacity of cogeneration units (except for the change due to performance improvement of equipment, maintenance) will require unanimous consent of all directors.

F-72

(5)

Details of non-controlling interest prior to inter-group eliminations as of and for the years ended December 31, 2012 and 2013 are as follows:


2012
Description		KEPCO Ilijan Corporation			KEPCO Plant Service & Engineering Co., Ltd.			Dongducheon Dream Power Co., Ltd.			KEPCO Engineering & Construction Company, Inc.			Garorim Tidal Power Plant Co., Ltd.			Others			Total
		In millions of won
Percentage of ownership			49.00	%		37.00	%		51.00	%		28.95	%		51.00	%
Current assets	￦		198,536			406,454			49,216			637,560			3,702			390,147			1,685,615
Non-current assets			479,951			349,759			185,786			224,322			33,774			1,163,374			2,436,966
Current liabilities			(67,762	)		(173,630	)		(765	)		(394,426	)		(1,492	)		(235,801	)		(873,876	)
Non-current liabilities			(41,848	)		(51,044	)		(92	)		(41,488	)		(54	)		(925,458	)		(1,059,984	)
Net assets			568,877			531,540			234,146			425,969			35,930			392,262			2,188,724
Book value of non-controlling interest			278,750			159,462			119,414			107,089			18,324			553,472			1,236,511
Sales			146,295			1,006,609			—			785,586			—			298,479			2,236,969
Profit (loss) for the period			83,647			117,888			(4,289	)		134,310			(1,404	)		47,670			377,822
Profit (loss) for the period attributable to non-controlling interest			40,987			35,366			(2,188	)		33,766			(716	)		4,213			111,428
Cash flows from operating activities			40,173			49,350			(6,639	)		23,764			125			50,305			157,078
Cash flows from investing activities			(5,455	)		(24,105	)		(88,471	)		7,417			(310	)		(147,804	)		(258,728	)
Cash flows from financing activities before dividends to non-controlling interest			(25,889	)		(3,648	)		101,502			40			—			97,177			169,182
Dividends to non-controlling interest			(12,358	)		(18,222	)		—			(20,425	)		—			(4,249	)		(55,254	)
Effect of exchange rate fluctuation			(4,031	)		(137	)		—			(127	)		—			(2,201	)		(6,496	)
Net increase (decrease) of cash and cash equivalents			(7,560	)		3,238			6,392			10,668			(185	)		(6,773	)		5,780

F-73


2013
Description		KEPCO Ilijan Corporation			KEPCO Plant Service & Engineering Co., Ltd.			Dongducheon Dream Power Co., Ltd.			KEPCO Engineering & Construction Company, Inc.			Garorim Tidal Power Plant Co., Ltd.			Others			Total
		In millions of won
Percentage of ownership			49.00	%		37.00	%		51.00	%		28.95	%		51.00	%
Current assets	￦		251,147			438,272			—			478,851			7,002			476,286			1,651,558
Non-current assets			454,278			400,794			—			281,653			36,591			1,644,436			2,817,752
Current liabilities			(44,046	)		(182,871	)		—			(336,046	)		(3,272	)		(243,826	)		(810,061	)
Non-current liabilities			(32,282	)		(34,533	)		—			(42,407	)		(78	)		(1,296,242	)		(1,405,542	)
Net assets			629,097			621,662			—			382,051			40,243			580,654			2,253,707
Book value of non- controlling interest			308,257			230,015			—			110,603			20,523			599,434			1,268,832
Sales			140,782			1,121,717			—			755,484			—			361,692			2,379,675
Profit (loss) for the period			71,194			151,524			—			34,407			(2,502	)		55,763			310,386
Profit (loss) for the period attributable to non-controlling interest			34,885			45,457			—			8,650			(1,276	)		33,989			121,705
Cash flows from operating activities			57,785			40,805			—			11,367			(665	)		(4,871	)		104,421
Cash flows from investing activities			(2,524	)		(21,412	)		(20,006	)		4,854			(186	)		(126,946	)		(166,220	)
Cash flows from financing activities before dividends to non-controlling interest			(22,735	)		2,657			—			1,716			3,475			189,313			174,426
Dividends to non- controlling interest			—			(19,440	)		—			(18,564	)		—			(20,037	)		(58,041	)
Effect of exchange rate fluctuation			(1,953	)		(220	)		—			(33	)		—			(2,529	)		(4,735	)
Net increase (decrease) of cash and cash equivalents			30,573			2,390			(20,006	)		(660	)		2,624			34,930			49,851

F-74

(6)

Business combination

On April 29, 2013, the Company has obtained control of Commerce and Industry Energy Co., Ltd. which engages in the integrated commerce and industry energy business, by acquiring an additional 29.5% of its equity shares,. As a result, the Company’s ownership for Commerce and Industry Energy Co., Ltd. has increased from 29.5% to 59.0%. The acquisition was accounted for as follows:


		Amount
		In millions of won
I. Fair value of consideration transferred
Carrying value of the equity method investees previously owned	￦		5,829
Fair value adjustment(*1)			(1,022	)
Cash and cash equivalents paid			2
Fair value of related commitments(*2)			4,806

			9,615

*II. Fair value of non-controlling interest(3)**			4,882

			14,497

III. Recognized amounts of identifiable assets acquired and liabilities assumed
<Assets>
Cash and cash equivalents			7,292
Trade and other receivables			1,631
Inventories			515
Property people & equipment			82,733
Other assets			3,460
<Liabilities>
Trade and other payables			(1,777	)
Borrowings			(81,752	)
Other liabilities			(187	)

Fair value of net assets			11,915

IV. Goodwill	￦		2,582

(*1)

Prior to business combination, 29.5% of the Company’s equity shares re-measured to fair value. As a result, the differences incurred from the re-measurement amounted to ￦1,022 million is recognized as a loss on the disposal of its interest in associates and joint ventures.

(*2)

The Company guarantees a certain rate of return on investment to Hana Power Co., Ltd. and one other investor, the financial investors of Commerce and Industry Energy Co., Ltd., holding 39.3% of the 2,260,000 shares of equity in Commerce and Industry Energy Co., Ltd. The investors may request the Company to purchase their investment shares after 58 months have elapsed from the date of investment. The Company has included the fair value valuation of the purchase commitment in consideration transferred.

(*3)

Non-controlling interest is measured by proportionate share of non-controlling of the identifiable net assets.

If the Company had acquired the equity shares of Commerce and Industry Energy Co., Ltd. on January 1, 2013, the sales and loss for the period would have been ￦54,044,024 million and ￦182,218 million, respectively. From the date of the acquisition, the subsidiary incurred sales and loss for the period ￦13,450 million and ￦2,959 million, respectively.

F-75

The net cash outflows from the business combination are as follows:


	In millions of won
Consideration paid in cash		2
Less : acquired cash and cash equivalents.		(7,292	)

		(7,290	)

(7)

Changes in goodwill

(i)

Details of goodwill as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Acquisition cost	￦		—		2,582
Accumulated impairment			—		—

Carrying book value	￦		—		2,582

(ii)

Changes in goodwill for the year ended December 31, 2013 are as follows:


		2013
		In millions of won
Beginning balance	￦		—
Changes
Newly recognized			2,582
Elimination due to disposal			—
Others			—

Ending balance	￦		2,582

(8)

Cash dividends received from subsidiaries for the years ended December 31, 2011, 2012 and 2013 respectively are as follows:


Subsidiaries		2011		2012		2013
		In millions of won
Korea Hydro & Nuclear Power Co., Ltd.	￦		249,620		463,308		63,035
Korea South-East Power Co., Ltd.			74,221		98,879		89,569
Korea Midland Power Co., Ltd.			39,056		40,940		66,153
Korea Western Power Co., Ltd.			73,879		31,386		59,160
Korea Southern Power Co., Ltd.			56,428		47,120		51,680
Korea East-West Power Co., Ltd.			72,471		69,400		82,200
KEPCO Engineering & Construction Company, Inc.			55,019		60,831		55,280
KEPCO Plant Service & Engineering Co., Ltd.			37,127		54,678		45,363
KEPCO Nuclear Fuel Co., Ltd.			12,614		15,891		16,346
KEPCO KDN Co., Ltd.			13,947		6,279		2,043
Korea Engineering & Power Services Co., Ltd.			—		540		1,458
KEPCO International Hong Kong Ltd.			52,542		42,750		12,132
KEPCO International Philippines Inc.			4,209		25,100		0
KEPCO Philippines Corporation			101,387		14,762		1,986
KEPCO Ilijan Corporation			15,824		12,644		0
KEPCO Gansu International Ltd.			298		—		0
KEPCO Philippines Holdings Inc.			—		1,502		6,678
KEPCO Neimenggu International Ltd.			13,357		—		3,629
KEPCO Netherlands B.V.			10,982		8,453		8,923
KOSPO Jordan LLC			51		358		129
PT. KOMIPO Pembangkitan Jawa Bali			383		2,074		1,663

	￦		883,415		996,895		567,427

F-76

17.

Investments in Associates and Joint Ventures

(1)

Investments in associates and joint ventures as of December 31, 2012 and 2013 are as follows:


2012
Investees	Key operation activities	Location	Percentage of ownership				Acquisition cost		Book value
							In millions of won
<Associates>
Daegu Green Power Co., Ltd.	Power generation	KOREA		48	%	￦		57,360		56,007
Korea Gas Corporation	Importing and wholesaling LNG	KOREA		24	%			94,500		2,049,340
Korea Electric Power Industrial Development Co., Ltd.	Electricity metering	KOREA		29	%			4,727		18,936
YTN Co., Ltd.	Broadcasting	KOREA		21	%			59,000		37,876
Cheongna Energy Co., Ltd.	Generating and distributing vapor and hot/ cold water	KOREA		30	%			43,900		33,379
Gangwon Wind Power Co., Ltd.(*1)	Wind power generation	KOREA		15	%			5,725		12,113
Hyundai Green Power Co., Ltd.	Power generation	KOREA		29	%			88,885		110,346
Korea Power Exchange(*5)	Management of power market	KOREA		100	%			127,839		176,264
AMEC Partners Korea(*2)	Resources development	KOREA		19	%			707		141
Hyundai Energy Co., Ltd.(*8)	Power generation	KOREA		29	%			57,150		49,463
Ecollite Co., Ltd.	Artificial light-weight aggregate	KOREA		29	%			168		1,266
Taebaek Wind Power Co., Ltd.	Power generation	KOREA		25	%			3,810		3,728
Alternergy Philippine Investments Corporation	Power generation	PHILIPPINES		50	%			3,313		1,600
Muju Wind Power Co., Ltd.	Power generation	KOREA		25	%			2,850		2,711
Pyeongchang Wind Power Co., Ltd.	Power generation	KOREA		25	%			638		613
Daeryun Power Co., Ltd.	Power generation	KOREA		20	%			25,477		25,017
JinanJangsu Wind Power Co., Ltd.	Power generation	KOREA		25	%			100		78
Changjuk Wind Power Co., Ltd.	Power generation	KOREA		30	%			3,801		3,926
Commerce and industry energy Co., Ltd.	Power generation	KOREA		30	%			8,500		7,066
KNH Solar Co., Ltd.	Power generation	KOREA		27	%			1,296		1,089
SPC Power Corporation	Power generation	PHILIPPINES		38	%			20,635		36,760
Gemeng International Energy Co., Ltd.	Power generation	CHINA		34	%			413,153		549,730
PT. Cirebon Electric Power	Power generation	INDONESIA		28	%			39,217		17,022
KNOC Nigerian East Oil Co., Ltd.(*3)	Resources development	NIGERIA		15	%			12		—
KNOC Nigerian West Oil Co., Ltd.(*3)	Resources development	NIGERIA		15	%			12		—
Dolphin Property Limited(*3)	Rental company	NIGERIA		15	%			12		—
E-Power S.A.	Operation of utility plant and sales of electricity	HAITI		30	%			3,779		5,646
PT Wampu Electric Power	Power generation	INDONESIA		46	%			18,935		15,644
PT. Bayan Resources TBK	Resources development	INDONESIA		20	%			615,860		642,636
S-Power Co., Ltd.	Power generation	KOREA		40	%			82,000		81,679
Pioneer Gas Power Limited(*7)	Power generation	INDIA		40	%			39,899		37,875
Eurasia Energy Holdings	Power generation and resources development	RUSSIA		40	%			461		—
Xe-Pian Xe-Namnoy Power Co., Ltd.	Power generation	LAOS		25	%			29		27
Busan Solar Co., Ltd.(*2)	Power generation	KOREA		20	%			643		546
Hadong Mineral Fiber Co., Ltd.	Recycling fly ashes	KOREA		25	%			50		5
Green Biomass Co., Ltd.	Power generation	KOREA		34	%			714		637
Gumi-ochang Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10	%			288		282
Chungbuk Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10	%			166		159
Cheonan Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10	%			122		109
PT. Mutiara Jawa	Manufacturing and operating floating coal terminal	INDONESIA		29	%			2,978		2,624

								1,828,711		3,982,340

F-77


2012
Investees	Key operation activities	Location	Percentage of ownership				Acquisition cost		Book value
							In millions of won
<Joint ventures>
KEPCO-Uhde Inc.(*6)	Power generation	KOREA		66	%	￦		11,355		10,269
Eco Biomass Energy Sdn. Bhd.(*6)	Power generation	MALAYSIA		62	%			9,661		—
Datang Chaoyang Renewable Power Co., Ltd.	Power generation	CHINA		40	%			27,660		28,705
Shuweihat Asia Power Investment B.V.	Holding company	NETHERLANDS		49	%			398		—
Shuweihat Asia Operation & Maintenance Company(*6)	Maintenance of utility plant	CAYMAN		55	%			30		29
Waterbury Lake Uranium L.P.	Resources development	CANADA		40	%			25,839		24,906
ASM-BG Investicii AD	Power generation	BULGARIA		50	%			14,731		16,024
RES Technology AD	Power generation	BULGARIA		50	%			14,698		14,637
KV Holdings, Inc.	Power generation	PHILIPPINES		40	%			2,103		2,023
KEPCO SPC Power Corporation(*6)	Construction and operation of utility plant	PHILIPPINES		75	%			94,579		121,737
Canada Korea Uranium Limited Partnership(*4)	Resources development	CANADA		13	%			5,404		5,083
KEPCO Energy Resource Nigeria Limited	Holding company	NIGERIA		30	%			8,463		5,663
Gansu Datang Yumen Wind Power Co., Ltd.	Power generation	CHINA		40	%			16,621		20,381
Datang Chifeng Renewable Power Co., Ltd.	Power generation	CHINA		40	%			121,928		156,449
Datang KEPCO Chaoyang Renewable Power Co., Ltd.	Power generation	CHINA		40	%			10,858		10,125
Rabigh Electricity Company	Construction of utility plant and sales of electricity	SAUDI ARABIA		40	%			1,357		—
Rabigh Operation & Maintenance Company	Maintenance of utility plant	SAUDI ARABIA		40	%			70		814
Jamaica Public Service Company Limited	Power generation	JAMAICA		40	%			301,910		293,007
KW Nuclear Components Co., Ltd.	R&D	KOREA		43	%			833		1,222
Busan shinho Solar power Co., Ltd.	Power generation	KOREA		25	%			2,100		2,056
STX Electric Power Co., Ltd.	Power generation	KOREA		49	%			98,000		96,698
YEONGAM Wind Power Co., Ltd.	Power generation	KOREA		49	%			11,584		11,563
Global Trade Of Power System Co., Ltd.	Exporting products and technology of small or medium sized business by proxy	KOREA		29	%			290		213
Expressway Solar-light Power Generation Co., Ltd.	Power generation	KOREA		29	%			3,132		3,132
Yeongam F1 Solar Power Plant	Power generation	KOREA		29	%			1,740		1,673
KODE NOVUS 1 LLC.	Power generation	USA		50	%			19,213		17,691
KODE NOVUS 2 LLC.	Power generation	USA		49	%			12,498		11,550
Daejung Offshore Wind Power Co., Ltd.	Power generation	KOREA		50	%			4,990		4,844
Arman Asia Electric Power Company(*6)	Power generation	JORDAN		60	%			981		687
KEPCO-ALSTOM Power Electronics Systems, Inc.(*6)	R&D	KOREA		51	%			5,629		5,629
Dongbu Power Dangjin Corporation	Power generation	KOREA		40	%			40,000		40,000
Honam Wind Power Co., Ltd.	Power generation	KOREA		30	%			1,783		1,783

								870,438		908,593

						￦		2,699,149		4,890,933

(*1)	The Company can exercise significant influence by virtue of its contractual right to appoint directors to the board of directors of the entity, and by strict decision criteria of the Company’s financial and operating policy of the board of directors.

F-78

(*2)	The Company can exercise significant influence by virtue of its contractual right to appoint a director to the board of directors of the entity.

(*3)	The Company can exercise significant influence by virtue of its contractual right to appoint one out of four members of the steering committee of the entity. Moreover, the Company has significant financial transactions with the associate which can affect its influence on the entity.

(*4)	The Company has joint control on the associates by virtue of its contractual right to appoint directors to the board of directors of the entity, and by strict decision criteria of the Company’s financial and operating policy of the board of directors.

(*5)

The Government regulates the Company’s ability to make operating and financial decisions over the entity, as the Government requires maintaining arms-length transactions between KPX and the Company’s other subsidiaries. The Company can exercise significant influence by its right to nominate directors to the board of directors of the entity.

(*6)	According to the shareholder agreement, all critical financial and operating decisions must be agreed to by all ownership parties. For these reasons, the entities are classified as joint ventures.

(*7)	As of reporting date, the reporting period end of all associates and joint ventures ends on December 31, except for Pioneer Gas Power Limited, whose reporting period ends on March 31.

(*8)

As of December 31, 2012, 21% of ownership of Hyundai Energy Co., Ltd. is held by NH Power ll Co., Ltd. and NH Bank. According to the shareholders’ agreement reached in March 2011, not only does the Company have a call option to acquire the investment in Hyundai Energy Co., Ltd. from NH Power ll Co., Ltd. and NH Bank with a certain rate of return, NH Power ll Co., Ltd. and NH Bank also have put options to dispose of their investment to the Company. In connection with this agreement, the Company applied the equity method on the investment in Hyundai Energy Co., Ltd. with 50% of ownership.


2013
Investees	Key operation activities	Location	Percentage of ownership		Acquisition cost		Book value
					In millions of won
<Associates>
Daegu Green Power Co., Ltd.	Power generation	KOREA	48%	￦		76,193		74,878
Korea Gas Corporation	Importing and wholesaling LNG	KOREA	20%			94,500		1,926,800
Korea Electric Power Industrial Development Co., Ltd.	Electricity metering	KOREA	29%			4,727		22,450
YTN Co., Ltd.	Broadcasting	KOREA	21%			59,000		38,426
Cheongna Energy Co., Ltd.	Generating and distributing vapor and hot/cold water	KOREA	44%			43,900		28,114
Gangwon Wind Power Co., Ltd.(*1)	Wind power generation	KOREA	15%			5,725		13,185
Hyundai Green Power Co., Ltd.	Power generation	KOREA	29%			88,885		110,157
Korea Power Exchange(*5)	Management of power market	KOREA	100%			127,839		189,544
AMEC Partners Korea(*2)	Resources development	KOREA	19%			707		189
Hyundai Energy Co., Ltd.(*8)	Power generation	KOREA	29%			71,070		43,386
Ecollite Co., Ltd.	Artificial light-weight aggregate	KOREA	36%			1,516		—
Taebaek Wind Power Co., Ltd.	Power generation	KOREA	25%			3,810		5,553
Alternergy Philippine Investments Corporation	Power generation	PHILIPPINES	50%			3,881		1,500
Muju Wind Power Co., Ltd.	Power generation	KOREA	25%			2,850		2,707
Pyeongchang Wind Power Co., Ltd.	Power generation	KOREA	25%			638		600
Daeryun Power Co., Ltd.	Power generation	KOREA	20%			25,477		24,599
JinanJangsu Wind Power Co., Ltd.	Power generation	KOREA	25%			100		77
Changjuk Wind Power Co., Ltd.	Power generation	KOREA	30%			3,801		6,344
KNH Solar Co., Ltd.	Power generation	KOREA	27%			1,296		1,372
SPC Power Corporation	Power generation	PHILIPPINES	38%			20,635		47,661
Gemeng International Energy Co., Ltd.	Power generation	CHINA	34%			413,153		608,674

F-79


2013
Investees	Key operation activities	Location	Percentage of ownership				Acquisition cost		Book value
							In millions of won
PT. Cirebon Electric Power	Power generation	INDONESIA		28%		￦		39,217		32,826
KNOC Nigerian East Oil Co., Ltd.(*3)	Resources development	NIGERIA		15%				12		—
KNOC Nigerian West Oil Co., Ltd.(*3)	Resources development	NIGERIA		15%				12		—
Dolphin Property Limited(*3)	Rental company	NIGERIA		15%				12		—
E-Power S.A.	Operation of utility plant and sales of electricity	HAITI		30%				3,779		5,284
PT Wampu Electric Power	Power generation	INDONESIA		46%				18,935		15,121
PT. Bayan Resources TBK	Resources development	INDONESIA		20%				615,860		579,534
S-Power Co., Ltd.	Power generation	KOREA		40%				108,000		107,264
Pioneer Gas Power Limited(*7)	Power generation	INDIA		40%				48,709		43,666
Eurasia Energy Holdings	Power generation and resources development	RUSSIA		40%				461		—
Xe-Pian Xe-Namnoy Power Co., Ltd.	Power generation	LAOS		25%				18,928		18,058
Busan Solar Co., Ltd.(*2)	Power generation	KOREA		20%				793		741
Hadong Mineral Fiber Co., Ltd.	Recycling fly ashes	KOREA		25%				50		3
Green Biomass Co., Ltd.	Power generation	KOREA		34%				714		171
Gumi-ochang Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10%				288		389
Chungbuk Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10%				166		184
Cheonan Photovoltaic Power Co., Ltd.(*1)	Power generation	KOREA		10%				122		148
PT. Mutiara Jawa	Manufacturing and operating floating coal terminal	INDONESIA		29%				2,978		1,666
Hyundai Asan Solar Power Co., Ltd.	Power generation	KOREA		10%				471		462
Heang Bok Do Si Photovoltaic Power Co., Ltd.	Power generation	KOREA		28%				92		91
Jeonnam Solar Co., Ltd.	Power generation	KOREA		10%				700		696
DS POWER Co., Ltd.	Power generation	KOREA		11%				17,900		17,900
D Solarenergy Co., Ltd(*1)	Power generation	KOREA		10%				400		364
Dongducheon Dream Power Co., Ltd.	Power generation	KOREA		44%				140,079		134,398
KS Solar Corp. Ltd.(*2)	Power generation	KOREA		19%				637		537
KOSCON Photovoltaic Co., Ltd(*1)	Power generation	KOREA		19%				245		315
Yeongwol Energy Station Co., Ltd(*1)	Power generation	KOREA		13%				1,862		908
Yeonan Photovoltaic Co., Ltd(*1)	Power generation	KOREA		19	%			157		123
Q1 Solar Co., Ltd	Power generation	KOREA		28	%			1,005		983
Jinbhuvish Power Generation(*1)	Power generation	INDIA		5	%			9,000		8,495
Best Solar Energy Co., Ltd.	Power generation	KOREA		23	%			1,242		898
Seokcheon Solar Power Co., Ltd.(*1)	Power generation	KOREA		10	%			970		1,046
SE Green Energy Co., Ltd.	Power generation support	KOREA		48	%			3,821		3,745
Daegu Photovoltaic Co., Ltd.	Power generation	KOREA		29	%			1,230		1,334
Jeongam Wind Power Co., Ltd.	Power generation	KOREA		40	%			800		324
Korea Power Engineering Service Co., Ltd.	Construction and service	KOREA		29	%			290		585

F-80


2013
Investees	Key operation activities	Location	Percentage of ownership				Acquisition cost		Book value
							In millions of won
Golden Route J Solar Power Co., Ltd.(*1)	Photovoltaic power generation	KOREA		10	%	￦		82		99

								2,089,722		4,124,574

<Joint ventures>
KEPCO-Uhde Inc.(*6)	Power generation	KOREA		66	%			11,355		9,537
Eco Biomass Energy Sdn. Bhd.(*6)	Power generation	MALAYSIA		62	%			9,661		—
Datang Chaoyang Renewable Power Co., Ltd.	Power generation	CHINA		40	%			27,660		28,161
Shuweihat Asia Power Investment B.V.	Holding company	NETHERLANDS		49	%			507		64
Shuweihat Asia Operation & Maintenance Company(*6)	Maintenance of utility plant	CAYMAN		55	%			30		29
Waterbury Lake Uranium L.P.	Power generation	CANADA		40	%			25,839		23,042
ASM-BG Investicii AD	Power generation	BULGARIA		50	%			16,101		20,088
RES Technology AD	Power generation	BULGARIA		50	%			15,595		16,045
KV Holdings, Inc.	Power generation	PHILIPPINES		40	%			2,103		1,842
KEPCO SPC Power Corporation(*6)	Construction and operation of utility plant	PHILIPPINES		75	%			94,579		143,294
Canada Korea Uranium Limited Partnership(*4)	Resources development	CANADA		13	%			5,404		—
KEPCO Energy Resource Nigeria Limited	Holding company	NIGERIA		30	%			8,463		2,202
Gansu Datang Yumen Wind Power Co., Ltd.	Power generation	CHINA		40	%			16,621		19,237
Datang Chifeng Renewable Power Co., Ltd.	Power generation	CHINA		40	%			121,928		166,330
Datang KEPCO Chaoyang Renewable Power Co., Ltd.	Power generation	CHINA		40	%			10,858		10,604
Rabigh Electricity Company	Sales of electricity	SAUDI ARABIA		40	%			109,743		—
Rabigh Operation & Maintenance Company	Maintenance of utility plant	SAUDI ARABIA		40	%			70		4,082
Jamaica Public Service Company Limited	Power generation	JAMAICA		40	%			301,910		268,022
KW Nuclear Components Co., Ltd.	R&D	KOREA		45	%			833		2,476
Busan shinho Solar power Co., Ltd.	Power generation	KOREA		25	%			2,100		2,871
STX Electric Power Co., Ltd.	Power generation	KOREA		49	%			176,400		173,915
YEONGAM Wind Power Co., Ltd.	Power generation	KOREA		49	%			11,584		11,424
Global Trade Of Power System Co., Ltd.	Exporting products and technology of small or medium business by proxy	KOREA		29	%			290		249
Expressway Solar-light Power Generation Co., Ltd	Power generation	KOREA		29	%			3,132		1,863
KODE NOVUS 1 LLC.	Power generation	USA		50	%			19,213		14,237
KODE NOVUS 2 LLC.	Power generation	USA		49	%			12,498		9,510
Daejung Offshore Wind Power Co., Ltd.	Power generation	KOREA		50	%			4,990		4,135
Arman Asia Electric Power Company(*6)	Power generation	JORDAN		60	%			104,721		111,315

F-81


2013
Investees	Key operation activities	Location	Percentage of ownership				Acquisition cost		Book value
							In millions of won
KEPCO-ALSTOM Power Electronics Systems, Inc.(*6)	R&D	KOREA		51	%	￦		5,629		4,758
Dongbu Power Dangjin Corporation	Power generation	KOREA		40	%			40,000		39,102
Honam Wind Power Co., Ltd.	Power generation	KOREA		46	%			3,600		1,933
Nepal Water & Energy Development Company Pty Ltd.	Power generation	NEPAL		44	%			10,550		10,409
Kelar S.A(*6)	Power generation	CHILE		65	%			4,180		4,180
PT. Tanjung Power Indonesia	Power generation	INDONESIA		35	%			388		361
Incheon New Power Co., Ltd.	Power generation	KOREA		29	%			461		449
Seokmun Energy Co., Ltd.	Integrated energy business	KOREA		34	%			680		415

								1,179,676		1,106,181

						￦		3,269,398		5,230,755

(*1)	The Company can exercise significant influence by virtue of its contractual right to appoint directors to the board of directors of the entity, and by strict decision criteria of the Company’s financial and operating policy of the board of directors.

(*2)	The Company can exercise significant influence by virtue of its contractual right to appoint a director to the board of directors of the entity.

(*3)	The Company can exercise significant influence by virtue of its contractual right to appoint one out of four members of the steering committee of the entity. Moreover, the Company has significant financial transactions with the associate which can affect its influence on the entity.

(*4)	The Company has joint control on the associates by virtue of its contractual right to appoint directors to the board of directors of the entity, and by strict decision criteria of the Company’s financial and operating policy of the board of directors.

(*5)

(*6)	According to the shareholder agreement, all critical financial and operating decisions must be agreed to by all ownership parties. For these reasons, the entities are classified as joint ventures.

(*7)	As of reporting date, the reporting period end of all associates and joint ventures ends on December 31, except for Pioneer Gas Power Limited, whose reporting period ends on March 31.

(*8)

As of December 31, 2013, 16% of ownership of Hyundai Energy Co., Ltd. is held by NH Power ll Co., Ltd. and NH Bank. According to the shareholders’ agreement reached on March 2011, not only does the Company have a call option to acquire the investment in Hyundai Energy Co., Ltd. from NH Power ll Co., Ltd. and NH Bank with a certain rate of return, NH Power ll Co., Ltd. and NH Bank also have put options to dispose of their investment to the Company. In connection with this agreement, the Company applied the equity method on the investment in Hyundai Energy Co., Ltd. with 45% of ownership.

F-82

(2)

The fair value of associates which are actively traded on the open market and have a readily available market value as of December 31, 2012 and 2013 are as follows:


Investees		2012		2013
		In millions of won
<Associates>
Korea Electric Power Industrial Development Co., Ltd.	￦		49,066		39,423
Korea Gas Corporation(*)			1,419,390		1,258,740
YTN Co., Ltd.			31,770		25,110
PT. Bayan Resources TBK			625,864		489,600

(*)

The carrying amount of Korea Gas Corporation (“KOGAS”) is ￦1,926,800 million as of December 31, 2013 and management has determined that there is objective evidence of impairment. As a result of the impairment test, the Company has not recognized any impairment loss as the value in use of ￦2,867,400 million is greater than the carrying amount. The recoverable amount of KOGAS based on value in use is calculated by considering the long-term natural gas supply and demand programs of future cash flow approved by Ministry of Trade, Industry & Energy and the discount rate of 4.20%.

F-83

(3)

Changes in investments in associates and joint ventures for the years ended December 31, 2012 and 2013 are as follows:


		2012
Investees		Beginning balance		Acquisition		Disposal		Dividends received			Share of income (loss)			Other comprehensive income (loss)			Others			Ending balance
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		11,621		45,060		—		—			(316	)		(343	)		(15	)		56,007
Korea Gas Corporation			1,968,886		—		—		(14,364	)		89,689			5,697			(568	)		2,049,340
Korea Electric Power Industrial Development Co., Ltd.			20,968		—		—		(2,467	)		788			—			(353	)		18,936
YTN Co., Ltd.			36,977		—		—		(225	)		1,454			(10	)		(320	)		37,876
Cheongna Energy Co., Ltd.			24,576		13,900		—		—			(5,097	)		—			—			33,379
Gang won Wind Power Co., Ltd.			10,112		—		—		(852	)		2,682			171			—			12,113
Hyundai Green Power Co., Ltd.			84,109		24,650		—		(11,014	)		12,601			42			(42	)		110,346
Korea Power Exchange			163,041		—		—		—			13,223			—			—			176,264
AMEC Partners Korea			176		—		—		—			(35	)		—			—			141
Hyundai Energy Co., Ltd.			53,281		—		—		—			(3,758	)		—			(60	)		49,463
Ecollite Co., Ltd.			1,219		—		—		—			(283	)		330			—			1,266
Taebaek Wind Power Co., Ltd.			3,680		—		—		—			48			—			—			3,728
Alternergy Philippine Investments Corporation			1,078		1,052		—		—			(498	)		(32	)		—			1,600
Muju Wind Power Co., Ltd.			2,735		—		—		—			(24	)		—			—			2,711
Pyeongchang Wind Power Co., Ltd.			627		—		—		—			(14	)		—			—			613
Daeryun Power Co., Ltd.			20,227		4,687		—		—			127			(24	)		—			25,017
JinanJangsu Wind Power Co., Ltd.			78		—		—		—			—			—			—			78
Changjuk Wind Power Co., Ltd.			3,749		—		—		—			177			—			—			3,926
Commerce and industry energy Co., Ltd.			8,497		—		—		—			(1,431	)		—			—			7,066
Gyeongju Wind Power Co., Ltd.			1,430		—		—		—			—			—			(1,430	)		—
KNH Solar Co., Ltd.			1,295		—		—		—			(206	)		—			—			1,089
SPC Power Corporation			37,660		—		—		(1,512	)		1,035			(617	)		194			36,760
Gemeng International Energy Co., Ltd.			555,104		—		—		—			27,918			(33,292	)		—			549,730
PT. Cirebon Electric Power			15,514		—		—		—			4,252			(1,502	)		(1,242	)		17,022
KNOC Nigerian East Oil Co., Ltd.			—		—		—		—			1,286			650			(1,936	)		—
KNOC Nigerian West Oil Co., Ltd.			—		—		—		—			1,915			565			(2,480	)		—
Dolphin Property Limited			—		—		—		—			64			17			(81	)		—
E-Power S.A			3,967		—		—		(96	)		2,083			(308	)		—			5,646
PT Wampu Electric Power			16,453		1,557		—		—			(1,173	)		—			(1,193	)		15,644
PT. Bayan Resources TBK			671,097		—		—		(15,594	)		(450	)		(11,946	)		(471	)		642,636
S-Power Co., Ltd.			—		82,000		—		—			(57	)		(260	)		(4	)		81,679
Pioneer Gas Power Limited			—		39,899		—		—			—			(2,024	)		—			37,875
Eurasia Energy Holdings			—		461		—		—			(461	)		—			—			—
Xe-Pian Xe-Namnoy Power Co., Ltd.			—		29		—		—			—			(2	)		—			27
Busan Solar Co., Ltd.			—		643		—		—			(97	)		—			—			546
Hadong Mineral Fiber Co., Ltd.			—		50		—		—			(45	)		—			—			5
Green Biomass Co., Ltd.			—		714		—		—			(77	)		—			—			637
Gumi-ochang Photovoltaic Power Co., Ltd.			—		288		—		—			(6	)		—			—			282
Chungbuk Photovoltaic Power Co., Ltd			—		166		—		—			(7	)		—			—			159
Cheonan Photovoltaic Power Co., Ltd			—		122		—		—			(13	)		—			—			109
PT. Mutiara Jawa			—		2,978		—		—			(110	)		(244	)		—			2,624

			3,718,157		218,256		—		(46,124	)		145,186			(43,132	)		(10,001	)		3,982,340

F-84


		2012
Investees		Beginning balance		Acquisition		Disposal			Dividends received			Share of income (loss)			Other comprehensive income (loss)			Others			Ending balance
		In millions of won
<Joint ventures>
KEPCO-Uhde Inc.	￦		11,172		—		—			—			(894	)		—			(9	)		10,269
Eco Biomass Energy Sdn. Bhd.			9,783		—		—			—			(2,064	)		1,263			(8,982	)		—
Datang Chaoyang Renewable Power Co., Ltd.			29,971		—		—			(2,479	)		1,905			(1,704	)		1,012			28,705
Shuweihat Asia Power Investment B.V.			—		114		—			—			(98	)		(16	)		—			—
Shuweihat Asia Operation & Maintenance Company			—		—		—			—			30			(1	)		—			29
Waterbury Lake Uranium L.P.			21,691		4,053		—			—			—			(667	)		(171	)		24,906
ASM-BG Investicii AD			14,921		—		—			—			2,765			(1,662	)		—			16,024
RES Technology AD			14,563		—		—			—			1,298			(1,224	)		—			14,637
KV Holdings, Inc.			2,044		—		—			(89	)		79			(11	)		—			2,023
Kings Plaza JV, LLC			8,651		—		(9,150	)		—			499			—			—			—
KEPCO SPC Power Corporation			98,943		—		—			—			24,591			(1,875	)		78			121,737
Canada Korea Uranium Limited Partnership			5,348		—		—			—			(12	)		—			(253	)		5,083
KEPCO Energy Resource Nigeria Limited			6,056		—		—			—			(186	)		(207	)		—			5,663
Gansu Datang Yumen Wind Power Co., Ltd.			22,368		—		—			—			(715	)		(1,272	)		—			20,381
Datang Chifeng Renewable Power Co., Ltd.			183,455		—		—			(22,561	)		3,077			(10,225	)		2,703			156,449
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			6,931		—		—			—			634			(1,488	)		4,048			10,125
Rabigh Electricity Company			—		—		—			—			6,143			(32,009	)		25,866			—
Rabigh Operation & Maintenance Company			137		—		—			—			722			(45	)		—			814
Jamaica Public Service Company Limited			311,750		—		—			(2,216	)		3,680			46			(20,253	)		293,007
KW Nuclear Components Co., Ltd.			—		—		—			—			1,222			—			—			1,222
Busan shinho Solar power Co., Ltd.			2		2,098		—			—			(44	)		—			—			2,056
STX Electric Power Co., Ltd.			19,415		78,400		—			—			(741	)		(376	)		—			96,698
YEONGAM Wind Power Co., Ltd.			—		11,583		—			—			(20	)		—			—			11,563
Global Trade Of Power System Co., Ltd			—		290		—			—			(77	)		—			—			213
Expressway Solar-light Power Generation Co., Ltd			—		3,132		—			—			—			—			—			3,132
Yeongam F1 Solar Power Plant			—		1,740		—			—			(67	)		—			—			1,673
KODE NOVUS 1 LLC.			—		19,213		—			—			(485	)		(1,037	)		—			17,691
KODE NOVUS 2 LLC.			—		12,498		—			—			(189	)		(759	)		—			11,550
Daejung Offshore Wind Power Co., Ltd.			—		4,990		—			—			(146	)		—			—			4,844
Arman Asia Electric Power Company			—		981		—			—			(232	)		(62	)		—			687
KEPCO-ALSTOM Power Electronics Systems, Inc.			—		5,629		—			—			—			—			—			5,629
Dongbu Power Dangjin Corporation			—		40,000		—			—			—			—			—			40,000
Honam Wind Power Co., Ltd.			—		1,783		—			—			—			—			—			1,783

			767,201		186,504		(9,150	)		(27,345	)		40,675			(53,331	)		4,039			908,593

	￦		4,485,358		404,760		(9,150	)		(73,469	)		185,859			(96,463	)		(5,962	)		4,890,933

F-85

(3)

Changes in investments in associates and joint ventures for the years ended December 31, 2012 and 2013 are as follows:


		2013
Investees		Beginning balance		Acquisition		Disposal		Dividends received			Share of income (loss)			Other comprehensive income (loss)			Others			Ending balance
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		56,007		18,833		—		—			160			(91	)		(31	)		74,878
Korea Gas Corporation			2,049,340		—		—		(30,996	)		(26,848	)		1,541			(66,237	)		1,926,800
Korea Electric Power Industrial Development Co., Ltd.			18,936		—		—		(255	)		3,477			—			292			22,450
YTN Co., Ltd.			37,876		—		—		(90	)		472			40			128			38,426
Cheongna Energy Co., Ltd.			33,379		—		—		—			(5,217	)		—			(48	)		28,114
Gangwon Wind Power Co., Ltd.			12,113		—		—		(1,988	)		3,005			55			—			13,185
Hyundai Green Power Co., Ltd.			110,346		—		—		(8,107	)		8,038			—			(120	)		110,157
Korea Power Exchange			176,264		—		—		—			10,283			—			2,997			189,544
AMEC Partners Korea			141		—		—		—			48			—			—			189
Hyundai Energy Co., Ltd.			49,463		13,920		—		—			(19,834	)		—			(163	)		43,386
Ecollite Co., Ltd.(*1)			1,266		1,349		—		—			(896	)		—			(1,719	)		—
Taebaek Wind Power Co., Ltd.			3,728		—		—		—			1,825			—						5,553
Alternergy Philippine Investments Corporation			1,600		569		—		—			(508	)		(161	)		—			1,500
Muju Wind Power Co., Ltd.			2,711		—		—		—			(4	)		—			—			2,707
Pyeongchang Wind Power Co., Ltd.			613		—		—		—			(13	)		—			—			600
Daeryun Power Co., Ltd.			25,017		—		—		—			(270	)		(19	)		(129	)		24,599
JinanJangsu Wind Power Co., Ltd.			78		—		—		—			(1	)		—			—			77
Changjuk Wind Power Co., Ltd.			3,926		—		—		—			2,418			—			—			6,344
Commerce and industry energy Co., Ltd			7,066		—		—		—			(1,237	)		—			(5,829	)		—
KNH Solar Co., Ltd.			1,089		—		—		—			290			—			(7	)		1,372
SPC Power Corporation			36,760		—		—		—			15,599			(4,501	)		(197	)		47,661
Gemeng International Energy Co., Ltd.			549,730		—		—		—			53,120			5,824			—			608,674
PT. Cirebon Electric Power			17,022		—		—		—			10,300			6,361			(857	)		32,826
KNOC Nigerian East Oil Co., Ltd.			—		—		—		—			(348	)		127			221			—
KNOC Nigerian West Oil Co., Ltd.			—		—		—		—			(933	)		113			820			—
Dolphin Property Limited			—		—		—		—			344			(3	)		(341	)		—
E-Power S.A.			5,646		—		—		(1,878	)		(359	)		(28	)		1,903			5,284
PT Wampu Electric Power			15,644		—		—		—			(303	)		—			(220	)		15,121
PT. Bayan Resources TBK(*2)			642,636		—		—		—			(54,399	)		(8,703	)		—			579,534
S-Power Co., Ltd.			81,679		26,000		—		—			(158	)		(125	)		(132	)		107,264
Pioneer Gas Power Limited			37,875		8,811		—		—			377			(3,316	)		(81	)		43,666
Eurasia Energy Holdings			—		—		—		—			(171	)		57			114			—
Xe-Pian Xe-Namnoy Power Co., Ltd			27		18,898		—		—			(363	)		(504	)		—			18,058
Busan Solar Co., Ltd.			546		150		—		—			45			—			—			741
Hadong Mineral Fiber Co., Ltd.			5		—		—		—			(1	)		—			(1	)		3
Green Biomass Co., Ltd.			637		—		—		—			(466	)		—			—			171
Gumi-ochang Photovoltaic Power Co., Ltd.			282		—		—		—			107			—			—			389
Chungbuk Photovoltaic Power Co., Ltd.			159		—		—		—			25			—			—			184
Cheonan Photovoltaic Power Co., Ltd.			109		—		—		—			39			—			—			148
PT. Mutiara Jawai			2,624		—		—		—			(573	)		(456	)		71			1,666
Hyundai Asan Solar Power Co., Ltd.			—		471		—		—			(9	)		—			—			462
Heang Bok Do Si Photovoltaic Power Co., Ltd.			—		92		—		—			1			(2	)		—			91
Jeonnam Solar Co., Ltd.			—		700		—		—			—			(4	)		—			696
DS POWER Co., Ltd.			—		17,900		—		—			—			—			—			17,900
D Solarenergy Co., Ltd.			—		400		—		—			(36	)		—			—			364
Dongducheon Dream Power Co., Ltd.			—		—		—		—			(5,677	)		52			140,023			134,398

F-86


		2013
Investees		Beginning balance		Acquisition		Disposal			Dividends received			Share of income (loss)			Other comprehensive income (loss)			Others			Ending balance
		In millions of won
KS Solar Corp. Ltd.	￦		—		637		—			—			(100	)		—			—			537
KOSCON Photovoltaic Co., Ltd.			—		245		—			—			70			—			—			315
Yeongwol Energy Station Co., Ltd.			—		1,862		—			—			(926	)		(28	)		—			908
Yeonan Photovoltaic Co., Ltd.			—		157		—			—			(34	)		—			—			123
Q1 Solar Co., Ltd.			—		1,005		—			—			(10	)		—			(12	)		983
Jinbhuvish Power Generation			—		9,000		—			—			(145	)		(360	)		—			8,495
Best Solar Energy Co., Ltd.			—		1,242		—			—			(344	)		—			—			898
Seokcheon Solar Power Co., Ltd.			—		970		—			—			76			—			—			1,046
SE Green Energy Co., Ltd.			—		3,821		—			—			(57	)		(19	)		—			3,745
Daegu Photovoltaic Co., Ltd.			—		1,230		—			—			111			(7	)		—			1,334
Jeongam Wind Power Co., Ltd.			—		800		—			—			(476	)		—			—			324
Korea Power Engineering Service Co., Ltd.			—		290		—			—			295			—			—			585
Golden Route J Solar Power Co., Ltd.			—		82		—			—			17			—			—			99

			3,982,340		129,434		—			(43,314	)		(10,174	)		(4,157	)		70,445			4,124,574

<Joint ventures>
KEPCO-Uhde Inc.			10,269		—		—			—			(751	)		—			19			9,537
Eco Biomass Energy Sdn. Bhd.			—		—		—			—			—			—			—			—
Datang Chaoyang Renewable Power Co., Ltd.			28,705		—		—			(1,300	)		549			395			(188	)		28,161
Shuweihat Asia Power Investment B.V.			—		109		—			—			(42	)		(7	)		4			64
Shuweihat Asia Operation & Maintenance Company			29		—		—			—			—			—			—			29
Waterbury Lake Uranium L.P.			24,906		—		—			—			—			(1,374	)		(490	)		23,042
ASM-BG Investicii AD			16,024		1,371		—			—			2,301			392			—			20,088
RES Technology AD			14,637		897		—			—			157			354			—			16,045
KV Holdings, Inc.			2,023		—		—			(319	)		307			(169	)		—			1,842
KEPCO SPC Power Corporation			121,737		—		—			(2,304	)		20,196			3,665			—			143,294
Canada Korea Uranium Limited Partnership(*3)			5,083		—		—			—			—			—			(5,083	)		—
KEPCO Energy Resource Nigeria Limited			5,663		—		—			—			(3,386	)		(75	)		—			2,202
Gansu Datang Yumen Wind Power Co., Ltd.			20,381		—		—			—			(1,365	)		221			—			19,237
Datang Chifeng Renewable Power Co., Ltd.			156,449		—		—			(3,545	)		11,837			1,838			(249	)		166,330
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			10,125		—		—			(506	)		893			155			(63	)		10,604
Rabigh Electricity Company(*4)			—		108,385		—			—			15,539			41,458			(165,382	)		—
Rabigh Operation & Maintenance Company			814		—		—			(1,831	)		5,188			(89	)		—			4,082
Jamaica Public Service Company Limited(*5)			293,007		—		—			—			(2,242	)		(3,544	)		(19,199	)		268,022
KW Nuclear Components Co., Ltd.			1,222		—		—			(457	)		1,711			—			—			2,476
Busan shinho Solar power Co., Ltd.			2,056		—		—			—			815			—			—			2,871
STX Electric Power Co., Ltd.			96,698		78,400		—			—			(806	)		(377	)		—			173,915
YEONGAM Wind Power Co., Ltd.			11,563		—		—			—			(76	)		—			(63	)		11,424
Global Trade Of Power System Co., Ltd.			213		—		—			—			36			—			—			249
Expressway Solar-light Power Generation Co., Ltd.			3,132		—		—			—			(1,257	)		(12	)		—			1,863
Yeongam F1 Solar Power Plant			1,673		—		(2,002	)		—			329			—			—			—

F-87


		2013
Investees		Beginning balance		Acquisition		Disposal			Dividends received			Share of income (loss)			Other comprehensive income (loss)			Others			Ending balance
		In millions of won
KODE NOVUS 1 LLC.	￦		17,691		—		—			—			(3,661	)		(64	)		271			14,237
KODE NOVUS 2 LLC.			11,550		—		—			—			(1,940	)		(100	)		—			9,510
Daejung Offshore Wind Power Co., Ltd.			4,844		—		—			—			(709	)		—			—			4,135
Arman Asia Electric Power Company			687		103,740		—			—			(1,501	)		10,685			(2,296	)		111,315
KEPCO-ALSTOM Power Electronics Systems, Inc.			5,629		—		—			—			(871	)		—			—			4,758
Dongbu Power Dangjin Corporation			40,000		—		—			—			(980	)		—			82			39,102
Honam Wind Power Co., Ltd.			1,783		1,817		—			—			(395	)		(1,272	)		—			1,933
Nepal Water & Energy Development Company Pty Ltd.			—		—		—			—			(10	)		(131	)		10,550			10,409
Kelar S.A			—		4,180		—			—			—			—			—			4,180
PT. Tanjung Power Indonesia			—		388		—			—			(9	)		(18	)		—			361
Incheon New Power Co., Ltd.			—		461		—			—			(4	)		(23	)		15			449
Seokmun Energy Co., Ltd.			—		680		—			—			(265	)		—			—			415
			908,593		300,428		(2,002	)		(10,262	)		39,588			51,908			(182,072	)		1,106,181

	￦		4,890,933		429,862		(2,002	)		(53,576	)		29,414			47,751			(111,627	)		5,230,755

(*1)	The Company recognized the difference between the carrying amount and the recoverable amount of ￦1,719 million as impairment losses on investments in associates and joint ventures due to discontinued operation during the year ended December 31, 2013.

(*2)

(*3)

Canada Korea Uranium Limited Partnership could not find a mining area in which the economic feasibility was proven and seeks an exit strategy. As a result, the Company recognizes impairment losses on investments in associates and joint ventures of ￦4,680 million as profit or loss during the year ended December 31, 2013.

(*4)	During the year ended December 31, 2013, partial of the loans to Rabigh Electricity Company was converted to equity, causing the investment to increase by ￦108,385 million.

(*5)

It has been determined that there is objective evidence of impairment as a result of one or more events that a financial institution granted Jamaica Public Service Company Limited (“JPS”) a concession that the financial institution would not otherwise consider. As of December 31, 2013, as a result of the impairment test, the recoverable amount of JPS is less than its carrying amount and an impairment loss of ￦19,199 million is recognized as profit or loss. The recoverable amount of JPS is based on value in use calculated based on the most recent financial budget of future cash flow for a period of 9 years approved by management and the discount rate used to calculate the value in use is 10.27%.

F-88

(4)

Summary of financial information of associates and joint ventures as of and for the years ended December 31, 2012 and 2013 are as follows:


		2012
Investees		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		148,814		31,645		5		(707	)
Korea Gas Corporation			40,631,086		32,252,753		35,714,565		366,675
Korea Electric Power Industrial Development Co., Ltd.			125,614		60,319		250,183		1,822
YTN Co., Ltd.			345,862		169,119		124,276		5,735
Cheongna Energy Co., Ltd.			446,396		376,358		31,125		(11,556	)
Gangwon Wind Power Co., Ltd.			145,628		65,203		34,342		18,770
Hyundai Green Power Co., Ltd.			952,240		572,151		283,539		43,555
Korea Power Exchange			189,548		13,284		82,667		14,308
AMEC Partners Korea			1,119		375		1,045		(181	)
Hyundai Energy Co., Ltd.			201,781		92,109		—		—
Ecollite Co., Ltd.			5,283		880		—		(878	)
Taebaek Wind Power Co., Ltd.			51,901		36,988		3,849		194
Alternergy Philippine Investments Corporation			3,207		8		—		(899	)
Muju Wind Power Co., Ltd.			10,843		—		—		(96	)
Pyeongchang Wind Power Co., Ltd.			2,455		1		—		(53	)
Daeryun Power Co., Ltd.			366,059		240,264		—		(559	)
JinanJangsu Wind Power Co., Ltd.			310		—		—		—
Changjuk Wind Power Co., Ltd.			40,922		27,835		1,749		591
Commerce and industry energy Co., Ltd.			101,001		77,685		14,075		(4,083	)
KNH Solar Co., Ltd.			30,665		26,657		1,385		(764	)
SPC Power Corporation			104,886		8,150		11,851		6,131
Gemeng International Energy Co., Ltd.			5,234,058		3,617,205		1,575,590		75,650
PT. Cirebon Electric Power			1,009,607		947,711		159,655		15,462
KNOC Nigerian East Oil Co., Ltd.			239,810		291,330		—		(7,636	)
KNOC Nigerian West Oil Co., Ltd.			145,322		187,148		—		(6,704	)
Dolphin Property Limited			6,264		9,415		506		(101	)
E-Power S.A.			73,829		58,312		60,416		6,931
PT Wampu Electric Power			80,850		46,842		—		(2,549	)
PT. Bayan Resources TBK(*)			1,789,276		1,233,329		1,645,400		76,426
S-Power Co., Ltd.			205,853		1,985		—		(142	)
Pioneer Gas Power Limited			65,000		16,371		—		—
Eurasia Energy Holdings			3,421		3,562		—		(1,275	)
Xe-Pian Xe-Namnoy Power Co., Ltd.			13,539		13,432		—		—
Busan Solar Co., Ltd.			12,991		10,233		444		(492	)
Hadong Mineral Fiber Co., Ltd.			19		—		—		(181	)
Green Biomass Co., Ltd.			8,034		6,160		—		(226	)
Gumi-ochang Photovoltaic Power Co., Ltd.			20,136		17,316		1,314		(60	)
Chungbuk Photovoltaic Power Co., Ltd.			8,599		7,014		302		(77	)
Cheonan Photovoltaic Power Co., Ltd.			6,252		5,154		173		(121	)
PT. Mutiara Jawa			9,068		16		—		(380	)

<Joint ventures>
KEPCO-Uhde Inc.			16,063		504		—		(1,354	)
Eco Biomass Energy Sdn. Bhd.			17,494		3,888		—		—
Datang Chaoyang Renewable Power Co., Ltd.			195,746		123,983		19,117		5,179
Shuweihat Asia Power Investment B.V.			65		65		—		(189	)

F-89


		2012
Investees		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
Shuweihat Asia Operation & Maintenance Company	￦		70		17		—		(45	)
Waterbury Lake Uranium L.P.			62,885		621		—		—
ASM-BG Investicii AD			99,485		67,437		15,453		3,551
RES Technology AD			98,036		68,762		9,428		(704	)
KV Holdings, Inc.			5,057		—		—		198
KEPCO SPC Power Corporation			527,718		333,972		159,412		33,100
Canada Korea Uranium Limited Partnership			40,866		41		—		(10	)
KEPCO Energy Resource Nigeria Limited			24,732		5,855		—		(898	)
Gansu Datang Yumen Wind Power Co., Ltd.			125,198		74,422		9,619		(1,789	)
Datang Chifeng Renewable Power Co., Ltd.			945,001		553,772		103,162		10,445
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			70,554		45,241		4,046		1,586
Rabigh Electricity Company			2,383,131		2,579,352		6,479		44,518
Rabigh Operation & Maintenance Company			4,350		2,315		9,002		1,810
Jamaica Public Service Company Limited			1,167,350		761,650		1,286,441		19,694
KW Nuclear Components Co., Ltd.			25,540		22,824		8,990		3,560
Busan shinho Solar power Co., Ltd.			35,324		27,140		—		(176	)
STX Electric Power Co., Ltd.			203,754		6,411		—		(1,490	)
YEONGAM Wind Power Co., Ltd.			23,470		—		—		(58	)
Global Trade Of Power System Co., Ltd.			754		20		—		(266	)
Expressway Solar-light Power Generation Co., Ltd.			12,451		1,650		—		1
Yeongam F1 Solar Power Plant			55,011		49,241		—		(230	)
KODE NOVUS 1 LLC.			122,061		95,603		166		(1,222	)
KODE NOVUS 2 LLC.			87,303		63,731		—		(387	)
Daejung Offshore Wind Power Co., Ltd.			9,750		42		—		(292	)
Arman Asia Electric Power Company			55,119		53,973		—		(386	)
KEPCO-ALSTOM Power Electronics Systems, Inc.			11,473		435		—		—
Dongbu Power Dangjin Corporation			94,967		532		—		(3,942	)
Honam Wind Power Co., Ltd.			9,112		3,243		—		(72	)

(*)	The associates have restated the comparative financial statement as the criteria for asset recognition has changed for the current year.



		2013
Investees		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		461,503		305,157		295		(52	)
Korea Gas Corporation			43,666,375		34,733,597		37,458,950		(200,707	)
Korea Electric Power Industrial Development Co., Ltd.			139,764		62,350		289,085		12,658
YTN Co., Ltd.			410,384		230,977		120,124		3,090
Cheongna Energy Co., Ltd.			429,095		370,940		44,455		(11,278	)
Gangwon Wind Power Co., Ltd.			141,572		54,000		38,973		20,035
Hyundai Green Power Co., Ltd.			1,217,193		837,339		339,567		29,580
Korea Power Exchange			214,012		24,469		84,257		13,592
AMEC Partners Korea			1,594		600		1,650		251
Hyundai Energy Co., Ltd.			548,467		449,949		33,010		(41,604	)

F-90


		2013
Investees		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
Ecollite Co., Ltd.	￦		5,085		2,005		—		(2,663	)
Taebaek Wind Power Co., Ltd.			58,705		36,495		11,595		6,986
Alternergy Philippine Investments Corporation			3,088		89		—		(664	)
Muju Wind Power Co., Ltd.			10,830		—		—		(13	)
Pyeongchang Wind Power Co., Ltd.			2,400		1		—		(55	)
Daeryun Power Co., Ltd.			608,267		484,032		—		(1,321	)
JinanJangsu Wind Power Co., Ltd.			310		—		—		(1	)
Changjuk Wind Power Co., Ltd.			51,653		30,506		11,818		7,635
KNH Solar Co., Ltd.			29,530		24,449		4,940		1,073
SPC Power Corporation			140,236		15,138		53,862		29,730
Gemeng International Energy Co., Ltd.			5,758,480		3,968,262		1,642,121		102,631
PT. Cirebon Electric Power			1,004,891		885,522		300,011		37,466
KNOC Nigerian East Oil Co., Ltd.			237,211		290,240		—		(7,445	)
KNOC Nigerian West Oil Co., Ltd.			143,874		191,302		—		(5,363	)
Dolphin Property Limited			6,173		7,053		558		(159	)
E-Power S.A.			66,262		51,951		35,601		5,218
PT Wampu Electric Power			122,733		89,862		27,048		(659	)
PT. Bayan Resources TBK			1,525,745		1,194,968		1,256,526		(19,401	)
S-Power Co., Ltd.			614,591		346,429		—		(388	)
Pioneer Gas Power Limited			199,974		135,845		135		65
Eurasia Energy Holdings			540		963		3,414		(297	)
Xe-Pian Xe-Namnoy Power Co., Ltd.			127,858		75,138		70		(1,239	)
Busan Solar Co., Ltd.			25,244		21,501		2,666		256
Hadong Mineral Fiber Co., Ltd.			12		—		—		(4	)
Green Biomass Co., Ltd.			6,962		6,458		—		(1,298	)
Gumi-ochang Photovoltaic Power Co., Ltd.			20,091		16,197		3,885		1,068
Chungbuk Photovoltaic Power Co., Ltd.			7,553		5,709		1,133		20
Cheonan Photovoltaic Power Co., Ltd.			6,032		4,554		1,024		228
PT. Mutiara Jawa			13,939		8,435		—		(1,987	)
Hyundai Asan Solar Power Co., Ltd.			26,298		22,169		—		(90	)
Heang Bok Do Si Photovoltaic Power Co., Ltd.			324		—		—		—
Jeonnam Solar Co., Ltd.			7,591		632		—		(2	)
DS POWER Co., Ltd.			184,783		61,135		6,831		(352	)
D Solarenergy Co., Ltd.			29,537		25,909		29		(361	)
Dongducheon Dream Power Co., Ltd.			1,159,917		845,337		—		(9,713	)
KS Solar Corp. Ltd.			22,433		19,756		188		(524	)
KOSCON Photovoltaic Co., Ltd.			13,213		11,556		1,411		367
Yeongwol Energy Station Co., Ltd.			89,122		82,292		—		(6,747	)
Yeonan Photovoltaic Co., Ltd.			8,111		7,463		411		(178	)
Q1 Solar Co., Ltd.			25,771		22,259		1,906		(36	)
Jinbhuvish Power Generation			63,830		4,798		—		—
Best Solar Energy Co., Ltd.			25,490		21,583		86		(1,495	)
Seokcheon Solar Power Co., Ltd.			14,602		3,847		1,873		786
SE Green Energy Co., Ltd.			8,148		307		—		(119	)
Daegu Photovoltaic Co., Ltd.			22,580		17,980		1,829		439
Jeongam Wind Power Co., Ltd.			855		44		—		(1,189	)
Korea Power Engineering Service Co., Ltd.			2,123		107		4,658		1,016
Golden Route J Solar Power Co., Ltd.			5,623		4,637		711		171

<Joint ventures>
KEPCO-Uhde Inc.			16,136		1,686		—		(1,137	)
Eco Biomass Energy Sdn. Bhd.			—		—		—		—
Datang Chaoyang Renewable Power Co., Ltd.			168,058		97,656		21,013		2,392

F-91


		2013
Investees		Total assets		Total liabilities		Sales		Profit (loss) for the period
		In millions of won
Shuweihat Asia Power Investment B.V.	￦		152		23		—		(70	)
Shuweihat Asia Operation & Maintenance Company			181		128		—		—
Waterbury Lake Uranium L.P.			57,600		131		—		—
ASM-BG Investicii AD			108,869		68,692		15,364		5,249
RES Technology AD			100,140		68,050		10,110		699
KV Holdings, Inc.			4,606		—		—		768
KEPCO SPC Power Corporation			499,241		308,691		170,681		26,856
Canada Korea Uranium Limited Partnership			41,636		42		—		—
KEPCO Energy Resource Nigeria Limited			416,632		409,294		—		(11,328	)
Gansu Datang Yumen Wind Power Co., Ltd.			113,565		65,472		10,397		(3,245	)
Datang Chifeng Renewable Power Co., Ltd.			932,146		516,236		115,588		26,302
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			71,338		44,827		9,755		2,316
Rabigh Electricity Company			2,684,208		2,486,086		237,775		34,116
Rabigh Operation & Maintenance Company			17,857		7,651		25,636		13,243
Jamaica Public Service Company Limited			1,270,886		762,970		1,194,263		(784	)
KW Nuclear Components Co., Ltd.			24,401		18,898		9,785		3,551
Busan shinho Solar power Co., Ltd.			56,191		44,746		8,944		3,025
STX Electric Power Co., Ltd.			367,307		12,378		—		(1,646	)
YEONGAM Wind Power Co., Ltd.			94,823		71,509		939		(144	)
Global Trade Of Power System Co., Ltd.			866		6		2,393		148
Expressway Solar-light Power Generation Co., Ltd.			21,435		15,009		2,804		(4,293	)
KODE NOVUS 1 LLC.			115,450		96,442		2,819		(7,416	)
KODE NOVUS 2 LLC.			57,931		38,523		1,530		(3,959	)
Daejung Offshore Wind Power Co., Ltd.			8,299		12		—		(1,017	)
Arman Asia Electric Power Company			669,925		484,400		—		(1,506	)
KEPCO-ALSTOM Power Electronics Systems, Inc.			9,972		643		387		(1,649	)
Dongbu Power Dangjin Corporation			94,768		2,578		—		(3,235	)
Honam Wind Power Co., Ltd.			25,887		19,519		—		(1,310	)
Nepal Water & Energy Development Company Pty Ltd.			36,040		14,382		—		(1,572	)
Kelar S.A			1,019		—		—		1,573
PT. Tanjung Power Indonesia			1,061		27		—		22
Incheon New Power Co., Ltd.			4,531		2,984		—		(13	)
Seokmun Energy Co., Ltd.			1,647		426		—		(779	)

F-92

(5)

Financial information of associates and joint ventures converted to the Company’s shares in net assets as of December 31, 2012 and 2013 are as follows:


		2012
Investees		Net assets			Percentage of ownership			Share in net assets			Investment differential		Intercompany transaction			Others		Book value
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		117,169			47.80	%		56,007			—		—			—		56,007
Korea Gas Corporation			8,378,333			24.46	%		2,049,340			—		—			—		2,049,340
Korea Electric Power Industrial Development Co., Ltd.			65,295			29.00	%		18,936			—		—			—		18,936
YTN Co., Ltd.			176,744			21.43	%		37,876			—		—			—		37,876
Cheongna Energy Co., Ltd.			70,038			43.90	%		30,747			2,584		—			48		33,379
Gangwon Wind Power Co., Ltd.			80,425			15.00	%		12,064			—		—			49		12,113
Hyundai Green Power Co., Ltd.			380,089			29.00	%		110,226			—		—			120		110,346
Korea Power Exchange			176,264			100.00	%		176,264			—		—			—		176,264
AMEC Partners Korea			743			19.00	%		141			—		—			—		141
Hyundai Energy Co., Ltd.			101,158			50.00	%		50,579			—		(1,116	)		—		49,463
Ecollite Co., Ltd.			4,403			28.76	%		1,266			—		—			—		1,266
Taebaek Wind Power Co., Ltd.			14,913			25.00	%		3,728			—		—			—		3,728
Alternergy Philippine Investments Corporation			3,199			50.00	%		1,600			—		—			—		1,600
Muju Wind Power Co., Ltd.			10,843			25.00	%		2,711			—		—			—		2,711
Pyeongchang Wind Power Co., Ltd.			2,454			25.00	%		613			—		—			—		613
Daeryun Power Co., Ltd.			125,795			19.80	%		24,907			—		—			110		25,017
JinanJangsu Wind Power Co., Ltd.			310			25.00	%		78			—		—			—		78
Changjuk Wind Power Co., Ltd.			13,086			30.00	%		3,926			—		—			—		3,926
Commerce and industry energy Co., Ltd.			23,316			29.51	%		6,881			185		—			—		7,066
KNH Solar Co., Ltd.			4,008			27.00	%		1,082			—		—			7		1,089
SPC Power Corporation			96,736			38.00	%		36,760			—		—			—		36,760
Gemeng International Energy Co., Ltd.			1,616,853			34.00	%		549,730			—		—			—		549,730
PT. Cirebon Electric Power			61,897			27.50	%		17,022			—		—			—		17,022
KNOC Nigerian East Oil Co., Ltd.			(51,520	)		15.00	%		(7,728	)		—		—			7,728		—
KNOC Nigerian West Oil Co., Ltd.			(41,826	)		15.00	%		(6,274	)		—		—			6,274		—
Dolphin Property Limited			(3,151	)		15.00	%		(473	)		—		—			473		—
E-Power S.A.			15,518			30.00	%		4,655			991		—			—		5,646
PT Wampu Electric Power			34,008			46.00	%		15,644			—		—			—		15,644
PT. Bayan Resources TBK			568,850			20.00	%		113,770			528,866		—			—		642,636
S-Power Co., Ltd.			203,868			40.00	%		81,547			—		—			132		81,679
Pioneer Gas Power Limited			48,629			40.00	%		19,452			18,306		—			117		37,875
Eurasia Energy Holdings			(141	)		40.00	%		(56	)		—		—			56		—
Xe-Pian Xe-Namnoy Power Co., Ltd.			107			25.00	%		27			—		—			—		27
Busan Solar Co., Ltd.			2,758			19.80	%		546			—		—			—		546
Hadong Mineral Fiber Co., Ltd.			19			25.00	%		5			—		—			—		5
Green Biomass Co., Ltd.			1,874			34.00	%		637			—		—			—		637
Gumi-ochang Photovoltaic Power Co., Ltd.			2,820			10.00	%		282			—		—			—		282
Chungbuk Photovoltaic Power Co., Ltd.			1,585			10.00	%		159			—		—			—		159
Cheonan Photovoltaic Power Co., Ltd.			1,098			10.00	%		110			—		—			—		110
PT. Mutiara Jawa			9,052			29.00	%		2,625			—		—			—		2,625

F-93


		2012
Investees		Net assets			Percentage of ownership			Share in net assets			Investment differential		Intercompany transaction		Others			Book value
		In millions of won
<Joint ventures>
KEPCO-Uhde Inc.	￦		15,559			66.00	%		10,269			—		—		—			10,269
Eco Biomass Energy Sdn. Bhd.			13,606			62.00	%		8,435			—		—		(8,435	)		—
Datang Chaoyang Renewable Power Co., Ltd.			71,763			40.00	%		28,705			—		—		—			28,705
Shuweihat Asia Power Investment B.V.			1			49.00	%		—			—		—		—			—
Shuweihat Asia Operation & Maintenance Company			53			55.00	%		29			—		—		—			29
Waterbury Lake Uranium L.P.			62,264			40.00	%		24,906			—		—		—			24,906
ASM-BG Investicii AD			32,048			50.00	%		16,024			—		—		—			16,024
RES Technology AD			29,275			50.00	%		14,637			—		—		—			14,637
KV Holdings, Inc.			5,057			40.00	%		2,023			—		—		—			2,023
KEPCO SPC Power Corporation			193,745			75.20	%		145,697			—		—		(23,960	)		121,737
Canada Korea Uranium Limited Partnership			40,826			12.50	%		5,103			—		—		(20	)		5,083
KEPCO Energy Resource Nigeria Limited			18,877			30.00	%		5,663			—		—		—			5,663
Gansu Datang Yumen Wind Power Co., Ltd.			50,776			40.00	%		20,311			—		—		70			20,381
Datang Chifeng Renewable Power Co., Ltd.			391,229			40.00	%		156,492			—		—		(43	)		156,449
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			25,313			40.00	%		10,125			—		—		—			10,125
Rabigh Electricity Company			(196,221	)		40.00	%		(78,488	)		—		—		78,488			—
Rabigh Operation & Maintenance Company			2,035			40.00	%		814			—		—		—			814
Jamaica Public Service Company Limited			405,701			40.00	%		162,280			130,727		—		—			293,007
KW Nuclear Components Co., Ltd.			2,715			45.00	%		1,222			—		—		—			1,222
Busan shinho Solar power Co., Ltd.			8,184			25.00	%		2,046			—		—		10			2,056
STX Electric Power Co., Ltd.			197,343			49.00	%		96,698			—		—		—			96,698
YEONGAM Wind Power Co., Ltd.			23,470			49.00	%		11,500			—		—		63			11,563
Global Trade Of Power System Co., Ltd.			734			29.00	%		213			—		—		—			213
Expressway Solar-light Power Generation Co., Ltd.			10,801			29.00	%		3,132			—		—		—			3,132
Yeongam F1 Solar Power Plant			5,770			29.00	%		1,673			—		—		—			1,673
KODE NOVUS 1 LLC.			26,458			50.00	%		13,229			4,732		—		(270	)		17,691
KODE NOVUS 2 LLC.			23,572			49.00	%		11,550			—		—		—			11,550
Daejung Offshore Wind Power Co., Ltd.			9,708			49.90	%		4,844			—		—		—			4,844
Arman Asia Electric Power Company			1,145			60.00	%		687			—		—		—			687
KEPCO-ALSTOM Power Electronics Systems, Inc.			11,038			51.00	%		5,629			—		—		—			5,629
Dongbu Power Dangjin Corporation			94,434			40.00	%		37,774			2,226		—		—			40,000
Honam Wind Power Co., Ltd.			5,869			30.00	%		1,761			22		—		—			1,783

F-94


		2013
Investees		Net assets			Percentage of ownership			Share in net assets			Investment differential			Intercompany transaction			Others			Book value
		In millions of won
<Associates>
Daegu Green Power Co., Ltd.	￦		156,346			47.80	%		74,733			145			—			—			74,878
Korea Gas Corporation			8,932,779			21.57	%		1,926,800			—			—			—			1,926,800
Korea Electric Power Industrial Development Co., Ltd.			77,414			29.00	%		22,450			—			—			—			22,450
YTN Co., Ltd.			179,407			21.43	%		38,447			—			(21	)		—			38,426
Cheongna Energy Co., Ltd.			58,155			43.90	%		25,530			2,584			—			—			28,114
Gangwon Wind Power Co., Ltd.			87,572			15.00	%		13,136			—			—			49			13,185
Hyundai Green Power Co., Ltd.			379,853			29.00	%		110,157			—			—			—			110,157
Korea Power Exchange			189,544			100.00	%		189,544			—			—			—			189,544
AMEC Partners Korea			994			19.00	%		189			—			—			—			189
Hyundai Energy Co., Ltd.			98,518			45.26	%		44,589			—			(1,203	)		—			43,386
Ecollite Co., Ltd.			3,080			36.10	%		1,112			—			—			(1,112	)		—
Taebaek Wind Power Co., Ltd.			22,210			25.00	%		5,553			—			—			—			5,553
Alternergy Philippine Investments Corporation			3,000			50.00	%		1,500			—			—			—			1,500
Muju Wind Power Co., Ltd.			10,830			25.00	%		2,707			—			—			—			2,707
Pyeongchang Wind Power Co., Ltd.			2,399			25.00	%		600			—			—			—			600
Daeryun Power Co., Ltd.			124,235			19.80	%		24,599			—			—			—			24,599
JinanJangsu Wind Power Co., Ltd.			309			25.00	%		77			—			—			—			77
Changjuk Wind Power Co., Ltd.			21,147			30.00	%		6,344			—			—			—			6,344
KNH Solar Co., Ltd.			5,081			27.00	%		1,372			—			—			—			1,372
SPC Power Corporation			125,098			38.00	%		47,537			—			—			124			47,661
Gemeng International Energy Co., Ltd.			1,790,218			34.00	%		608,674			—			—			—			608,674
PT. Cirebon Electric Power			119,369			27.50	%		32,826			—			—			—			32,826
KNOC Nigerian East Oil Co., Ltd.			(53,029	)		14.63	%		(7,758	)		—			—			7,758			—
KNOC Nigerian West Oil Co., Ltd.			(47,429	)		14.63	%		(6,939	)		—			—			6,939			—
Dolphin Property Limited			(880	)		15.00	%		(132	)		—			—			132			—
E-Power S.A.			14,311			30.00	%		4,293			991			—			—			5,284
PT Wampu Electric Power			32,871			46.00	%		15,121			—			—			—			15,121
PT. Bayan Resources TBK			330,776			20.00	%		66,155			513,379			—			—			579,534
S-Power Co., Ltd.			268,161			40.00	%		107,264			—			—			—			107,264
Pioneer Gas Power Limited			64,129			40.00	%		25,652			18,014			—			—			43,666
Eurasia Energy Holdings			(423	)		40.00	%		(169	)		—			—			169			—
Xe-Pian Xe-Namnoy Power Co., Ltd.			52,720			25.00	%		13,180			4,878			—			—			18,058
Busan Solar Co., Ltd.			3,743			19.80	%		741			—			—			—			741
Hadong Mineral Fiber Co., Ltd.			12			25.00	%		3			—			—			—			3
Green Biomass Co., Ltd.			504			34.00	%		171			—			—			—			171
Gumi-ochang Photovoltaic Power Co., Ltd.			3,894			10.00	%		389			—			—			—			389
Chungbuk Photovoltaic Power Co., Ltd.			1,844			10.00	%		184			—			—			—			184
Cheonan Photovoltaic Power Co., Ltd.			1,478			10.00	%		148			—			—			—			148
PT. Mutiara Jawa			5,504			29.00	%		1,596			70			—			—			1,666
Hyundai Asan Solar Power Co., Ltd.			4,129			10.00	%		413			49			—			—			462
Heang Bok Do Si Photovoltaic Power Co., Ltd.			324			28.00	%		91			—			—			—			91
Jeonnam Solar Co., Ltd.			6,960			10.00	%		696			—			—			—			696
DS POWER Co., Ltd.			123,648			10.91	%		13,495			—			—			4,405			17,900
D Solarenergy Co., Ltd.			3,627			10.00	%		363			1			—			—			364
Dongducheon Dream Power Co., Ltd.			314,580			43.61	%		137,188			(2,790	)		—			—			134,398
KS Solar Corp. Ltd.			2,677			19.00	%		509			28			—			—			537
KOSCON Photovoltaic Co., Ltd.			1,657			19.00	%		315			—			—			—			315
Yeongwol Energy Station Co., Ltd.			6,829			13.30	%		908			—			—			—			908
Yeonan Photovoltaic Co., Ltd.			648			19.00	%		123			—			—			—			123
Q1 Solar Co., Ltd.			3,512			28.00	%		983			—			—			—			983
Jinbhuvish Power Generation			59,032			5.16	%		3,046			5,449			—			—			8,495
Best Solar Energy Co., Ltd.			3,906			23.00	%		898			—			—			—			898
Seokcheon Solar Power Co., Ltd.			10,755			9.73	%		1,046			—			—			—			1,046
SE Green Energy Co., Ltd.			7,841			47.76	%		3,745			—			—			—			3,745
Daegu Photovoltaic Co., Ltd.			4,600			29.00	%		1,334			—			—			—			1,334

F-95


		2013
Investees		Net assets		Percentage of ownership			Share in net assets		Investment differential		Intercompany transaction			Others			Book value
		In millions of won
Jeongam Wind Power Co., Ltd.	￦		811		40.00	%		324		—		—			—			324
Korea Power Engineering Service Co., Ltd.			2,016		29.00	%		585		—		—			—			585
Golden Route J Solar Power Co., Ltd.			987		10.00	%		99		—		—			—			99

<Joint ventures>
KEPCO-Uhde Inc.			14,450		66.00	%		9,537		—		—			—			9,537
Eco Biomass Energy Sdn. Bhd.			—		61.53	%		—		—		—			—			—
Datang Chaoyang Renewable Power Co., Ltd.			70,402		40.00	%		28,161		—		—			—			28,161
Shuweihat Asia Power Investment B.V.			129		49.00	%		63		—		—			—			63
Shuweihat Asia Operation & Maintenance Company			53		55.00	%		29		—		—			—			29
Waterbury Lake Uranium L.P.			57,469		40.00	%		22,988		—		—			54			23,042
ASM-BG Investicii AD			40,177		50.00	%		20,088		—		—			—			20,088
RES Technology AD			32,090		50.00	%		16,045		—		—			—			16,045
KV Holdings, Inc.			4,606		40.00	%		1,842		—		—			—			1,842
KEPCO SPC Power Corporation			190,551		75.20	%		143,294		—		—			—			143,294
Canada Korea Uranium Limited Partnership			41,594		12.50	%		5,199		—		—			(5,199	)		—
KEPCO Energy Resource Nigeria Limited			7,338		30.00	%		2,202		—		—			—			2,202
Gansu Datang Yumen Wind Power Co., Ltd.			48,093		40.00	%		19,237		—		—			—			19,237
Datang Chifeng Renewable Power Co., Ltd.			415,910		40.00	%		166,364		—		—			(34	)		166,330
Datang KEPCO Chaoyang Renewable Power Co., Ltd.			26,510		40.00	%		10,604		—		—			—			10,604
Rabigh Electricity Company			198,123		40.00	%		79,249		—		(79,249	)		—			—
Rabigh Operation & Maintenance Company			10,206		40.00	%		4,082		—		—			—			4,082
Jamaica Public Service Company Limited			507,916		40.00	%		203,166		130,726		—			(65,870	)		268,022
KW Nuclear Components Co., Ltd.			5,503		45.00	%		2,476		—		—			—			2,476
Busan shinho Solar power Co., Ltd.			11,445		25.00	%		2,861		—		—			10			2,871
STX Electric Power Co., Ltd.			354,929		49.00	%		173,915		—		—			—			173,915
YEONGAM Wind Power Co., Ltd.			23,315		49.00	%		11,424		—		—			—			11,424
Global Trade Of Power System Co., Ltd.			860		29.00	%		249		—		—			—			249
Expressway Solar-light Power Generation Co., Ltd.			6,426		29.00	%		1,863		—		—			—			1,863
KODE NOVUS 1 LLC.			19,009		50.00	%		9,504		4,733		—			—			14,237
KODE NOVUS 2 LLC.			19,408		49.00	%		9,510		—		—			—			9,510
Daejung Offshore Wind Power Co., Ltd.			8,287		49.90	%		4,135		—		—			—			4,135
Arman Asia Electric Power Company			185,525		60.00	%		111,315		—		—			—			111,315
KEPCO-ALSTOM Power Electronics Systems, Inc.			9,329		51.00	%		4,758		—		—			—			4,758
Dongbu Power Dangjin Corporation			92,190		40.00	%		36,876		2,226		—			—			39,102
Honam Wind Power Co., Ltd.			6,368		30.00	%		1,910		23		—			—			1,933
Nepal Water & Energy Development Company Pty Ltd.			21,659		43.57	%		9,437		972		—			—			10,409
Kelar S.A			1,019		65.00	%		663		3,517		—			—			4,180
PT. Tanjung Power Indonesia			1,034		35.00	%		361		—		—			—			361
Incheon New Power Co., Ltd.			1,548		29.00	%		449		—		—			—			449
Seokmun Energy Co., Ltd.			1,221		34.00	%		415		—		—			—			415

(6)

As of December 31, 2013, there is no unrecognized equity interest in investments in associates and joint ventures whose book value has been reduced to zero due to accumulated losses.

(7)

As of December 31, 2013, shareholders’ agreements on investments in associates and joint ventures that may cause future economic costs or cash outflows are as follows:

(i)

Gemeng International Energy Co., Ltd.

KEPCO Shanxi International Ltd., a consolidated subsidiary of the Company, established a consortium with two other investors, Deutsche Capital Hong Kong Limited and Shanxi International Energy Company Co.,

F-96

Ltd. with the Company’s percentage of ownership of the consortium being 34%. This consortium, in order for business in Chinese power generating industry, established Gemeng International Energy Co., Ltd., which is an associate of the Company with the Company’s percentage of ownership being 34%. KEPCO Shanxi International Ltd. has entered into an agreement(“Put Option”) that if Gemeng International Co., Ltd. fails to be listed within 5 years after the initial capital paid in, Deutsche Capital Hong Kong Limited can require KEPCO Shanxi International Ltd. to acquire or recommend 3rd party to acquire its own investment in Gemeng International Co., Ltd. at the investment principal of USD 106,861,924 with an interest of 3M Libor-0.25% during the period from July 10, 2012 to July 9, 2014. However, Put Option Extension Agreement has changed this period; June 19, 2014 to July 9, 2014, and as of December 31, 2013, the Company guarantees this Put Option Agreement.

(ii)

Eco Biomass Energy Sdn. Bhd.

Eco Biomass Energy Sdn. Bhd., issued put options on preferred stock to its financial investors. An agreement was made between financial investors and shareholders that if Eco Biomass Energy Sdn. Bhd., the first obligator, fails to accept the put options when exercised, all shareholders of Eco Biomass Energy Sdn. Bhd., should fulfill their obligation as the second obligators and acquire the preferred stock from financial investors in proportion to each shareholder’s percentage of ownership up to ￦4,050 million.

(iii)

Hyundai Energy Co., Ltd.

As of December 31, 2013, Hyundai Energy Co., Ltd., an associate of the Company, which engages in the integrated energy business, carries long-term borrowings for project financing amounting to ￦450 billion from Korea Development Bank and others.

Related to the above project financing, NH Power II Co., Ltd. and Daewoo Securities Co., Ltd., has entered into an agreement with Yeocheon TPL Co., Ltd. to acquire shares in Hyundai Energy Co., Ltd. held by Yeocheon TPL Co., Ltd. The Company had placed guarantees for a fixed return on investment to the financial institutions and had obtained the rights to acquire the investment securities in return preferentially.

In addition, NH Power II Co., Ltd. and Daewoo Securities Co., Ltd. have a right, which can be exercised for 30 days starting from 2 months to 1 month prior to 17 years after the termination date of contract to sell their shares to the Company. If dividends to shareholders exceed annual revenue, the exceeding amount shall be evenly distributed to Yeocheon TPL Co., Ltd. and the Company.

(iv)

Taebaek Wind Power Co., Ltd.

In case non-controlling shareholders decide to dispose of their shares in Taebaek Wind Power Co., Ltd. after the warrant period of defect repair for wind power generator has expired, the Company is obligated to acquire those shares at fair value. The acquisition is to be made after the conditions of the acquisition are discussed among the parties involved, with the careful consideration of various factors such as financial status and business situation.

(v)

Pyeongchang Wind Power Co., Ltd.

In case non-controlling shareholders decide to dispose of their shares in Pyeongchang Wind Power Co., Ltd. after commercial operation of the power plant has started, the Company is obligated to acquire those shares at fair value. The acquisition is to be made after the conditions of the acquisition are discussed among the parties involved, with the careful consideration of various factors such as financial status and business situation.

(vi)

Daeryun Power Co., Ltd.

All shareholders of Daeryun Power Co., Ltd. except for POSCO Construction Co., Ltd., have agreed to acquire the shares held by POSCO Construction Co., Ltd. This acquisition shall be made at issuance price of the share in proportion to each shareholder’s percentage of ownership within two months after

F-97

the completion of EPC construction. In connection with this agreement, the company, one of the shareholders of Daeryun Power Co., Ltd., is obligated to acquire 1,210,772 shares of POSCO Construction Co., Ltd.’s investment, which amounts to ￦6,054 million. In case of a merger of Daeryun Power Co., Ltd., remaining shareholders are obligated to pay the dissident shareholders’ share for their purchased price.

(vii)

Jeongam Wind Power Co., Ltd.

In case non-controlling shareholders except for financial investors decide to dispose of their shares in Jeongam Wind Power Co., Ltd. after the construction of the power plant has been completed, the Company is obligated to acquire those shares at fair value.

(viii)

Daejung Offshore Wind Power Co., Ltd.

In case Samsung Heavy Industries Co., Ltd., a co-participant of the joint venture agreement, decides to dispose of its shares in Daejung Offshore Wind Power Co., Ltd., the Company is obligated to acquire those shares after evaluating the economic feasibility of the facilities installed by Samsung Heavy Industries Co., Ltd.

(ix)

Dongducheon Dream Power Co., Ltd.

In case financial investors decide to dispose of their shares in Dongducheon Dream Power Co., Ltd. 5 years after the commencement of commercial operation of the power plant, the Company is obligated to acquire those shares at fair value.

(x)

DS Power Co., Ltd.

The Company has a right to sell all shares and bonds of DS POWER Co., Ltd to Daesung Industrial Co., Ltd and Daesung Industrial Co., Ltd. or an authoritative person appointed by Daesung Industrial Co., Ltd.

F-98

(8)

Significant restrictions on its abilities to associates or joint ventures are as follows:


Company		Nature and extent of any significant restrictions
KNOC Nigerian East Oil Co., Ltd.		The company has stopped its operation in Nigeria due to an ongoing litigation and payment or retrieval of investments, loans and advances are restricted until the legal dispute is resolved.
KNOC Nigerian West Oil Co., Ltd.		The company has stopped its operation in Nigeria due to an ongoing litigation and payment or retrieval of investments, loans and advances are restricted until the legal dispute is resolved.
Dolphin Property Limited		The company has stopped its operation in Nigeria due to an ongoing litigation and payment or retrieval of investments, loans and advances are restricted until the legal dispute is resolved.
Daeryun Power Co., Ltd.		Principals on subordinated loans or dividends can only be paid to shareholders when all conditions of the loan agreement are satisfied or prior written consent of a financial institution is obtained.
Changjuk Wind Power Co., Ltd.		Principals on subordinated loans or dividends can only be paid to shareholders when all conditions of the loan agreement are satisfied or prior written consent of a financial institution is obtained.
Busan Solar Co., Ltd.		Dividends cannot be declared or paid without the prior written consent of an agency, Consus Asset Management Co., Ltd. based on the loan agreement until the principal of a loan is paid off in full.
Taebaek Wind Power Co., Ltd.		Financial institutions can reject or defer an approval with regard to the request for fund executions on subordinated loans of shareholders in order to pay senior loans based on the loan agreement.
Daegu Green Power Co., Ltd.		Only if the condition is met with the loan agreement signed by financial institutions, the investors of subordinated credit facility loans can receive payments of principal and interest and dividend. Korea Exchange Bank, the deputy, permits the amount of the payments and dividend.
KS Solar Corp. Ltd.		Dividends can only be paid to shareholders when all conditions of a loan agreement are satisfied.
Jeonnam Solar Co., Ltd.		Dividends can only be paid to shareholders when all conditions of a loan agreement are satisfied.

F-99

18.

Property, Plant and Equipment

(1)

Property, plant and equipment as of December 31, 2012 and 2013 are as follows:


		2012
		Acquisition cost		Government grants			Accumulated depreciation			Accumulated impairment *losses()**			Book value
		In millions of won
Land	￦		13,504,739		(3,106	)		—			—			13,501,633
Buildings			12,093,805		(44,387	)		(3,538,059	)		(853	)		8,510,506
Structures			49,877,698		(177,173	)		(12,462,959	)		(1,183	)		37,236,383
Machinery			42,782,904		(105,112	)		(10,087,349	)		(11,229	)		32,579,214
Ships			5,011		—			(3,225	)		—			1,786
Vehicles			173,373		(128	)		(136,128	)		—			37,117
Equipment			801,679		(922	)		(618,524	)		—			182,233
Tools			659,851		(192	)		(537,720	)		—			121,939
Construction-in- progress			21,279,062		(94,676	)		—			—			21,184,386
Finance lease assets			2,385,238		—			(1,521,561	)		—			863,677
Asset retirement costs			7,720,913		—			(1,757,747	)		—			5,963,166
Others			7,286,289		—			(5,092,189	)		—			2,194,100

	￦		158,570,562		(425,696	)		(35,755,461	)		(13,265	)		122,376,140


		2013
		Acquisition cost		Government grants			Accumulated depreciation			Accumulated impairment *losses()**			Book value
		In millions of won
Land	￦		13,784,026		(3,137	)		—			—			13,780,889
Buildings			12,672,055		(45,396	)		(4,121,506	)		(852	)		8,504,301
Structures			52,080,007		(193,189	)		(14,259,717	)		(1,183	)		37,625,918
Machinery			47,073,366		(101,808	)		(13,297,596	)		(46,231	)		33,627,731
Ships			5,014		—			(3,592	)		—			1,422
Vehicles			195,045		(83	)		(149,326	)		—			45,636
Equipment			866,999		(707	)		(679,842	)		—			186,450
Tools			716,749		(312	)		(577,085	)		—			139,352
Construction-in- progress			27,452,032		(117,728	)		—			—			27,334,304
Finance lease assets			2,385,231		—			(1,650,046	)		—			735,185
Asset retirement costs			7,787,832		—			(2,133,236	)		—			5,654,596
Others			7,679,146		—			(5,677,334	)		—			2,001,812

	￦		172,697,502		(462,360	)		(42,549,280	)		(48,266	)		129,637,596

(*)

The Company separately recognizes impairment loss on each asset, reflecting various factors such as physical impairment during the replacement.

F-100

(2)

Changes in property, plant and equipment for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance			Acquisition			Disposal			Depreciation			Others			Ending balance
		In millions of won
Land	￦		13,161,848			151,350			(3,580	)		—			195,121			13,504,739
(Government grants)			(3,106	)		—			—			—			—			(3,106	)
Buildings			8,198,520			12,350			(7,055	)		(563,782	)		914,860			8,554,893
(Government grants)			(46,097	)		—			—			3,713			(2,003	)		(44,387	)
Structures			36,698,478			712			(299,053	)		(1,891,978	)		2,905,398			37,413,557
(Government grants)			(170,474	)		—			1,393			8,560			(16,653	)		(177,174	)
Machinery			30,108,823			352,216			(102,347	)		(3,338,006	)		5,663,640			32,684,326
(Government grants)			(97,725	)		—			360			9,162			(16,909	)		(105,112	)
Ships			1,240			—			(6	)		(294	)		846			1,786
Vehicles			38,219			3,526			(49	)		(16,747	)		12,296			37,245
(Government grants)			(2	)		—			—			46			(172	)		(128	)
Equipment			172,759			43,291			(760	)		(86,574	)		54,440			183,156
(Government grants)			(301	)		—			—			244			(866	)		(923	)
Tools			116,903			26,159			(78	)		(54,910	)		34,058			122,132
(Government grants)			(448	)		—			—			255			—			(193	)
Construction-in-progress			20,001,400			10,846,629			—			—			(9,568,970	)		21,279,059
(Government grants)			(89,600	)		(5,414	)		—			—			341			(94,673	)
Finance lease assets			992,200			—			—			(128,451	)		(72	)		863,677
Asset retirement cost			1,725,446			—			—			(291,867	)		4,529,587			5,963,166
Others			1,576,798			16,015			—			(551,747	)		1,153,034			2,194,100

	￦		112,384,881			11,446,834			(411,175	)		(6,902,376	)		5,857,976			122,376,140


		2013
		Beginning balance			Acquisition			Disposal			Depreciation			Others			Ending balance
		In millions of won
Land	￦		13,504,739			23,651			(60,971	)		—			316,607			13,784,026
(Government grants)			(3,106	)		—			—			—			(31	)		(3,137	)
Buildings			8,554,893			10,009			(21,296	)		(583,106	)		589,197			8,549,697
(Government grants)			(44,387	)		—			—			3,943			(4,952	)		(45,396	)
Structures			37,413,557			2,645			(194,106	)		(1,967,475	)		2,564,487			37,819,108
(Government grants)			(177,174	)		—			1,733			8,389			(26,138	)		(193,190	)
Machinery			32,684,326			343,445			(135,269	)		(3,334,480	)		4,171,517			33,729,539
(Government grants)			(105,112	)		—			376			9,507			(6,579	)		(101,808	)
Ships			1,786			—			—			(367	)		3			1,422
Vehicles			37,245			2,579			(111	)		(18,653	)		24,659			45,719
(Government grants)			(128	)		—			—			45			—			(83	)
Equipment			183,156			45,087			(200	)		(87,040	)		46,155			187,158
(Government grants)			(923	)		—			—			311			(96	)		(708	)
Tools			122,132			31,234			(226	)		(56,143	)		42,668			139,665
(Government grants)			(193	)		—			—			155			(275	)		(313	)
Construction-in-progress			21,279,059			13,888,637			(1,515	)		—			(7,714,152	)		27,452,029
(Government grants)			(94,673	)		(48,721	)		—			—			25,669			(117,725	)
Finance lease assets			863,677			—			(7,456	)		(133,133	)		12,097			735,185
Asset retirement cost			5,963,166			—			—			(559,624	)		251,054			5,654,596
Others			2,194,100			7,531			(128	)		(585,418	)		385,727			2,001,812

	￦		122,376,140			14,306,097			(419,169	)		(7,303,089	)		677,617			129,637,596

F-101

19.

Investment Properties

(1)

Investment properties as of December 31, 2012 and 2013 are as follows:


		2012
		Acquisition cost		Government grants			Accumulated depreciation			Accumulated impairment losses		Book value
		In millions of won
Land	￦		564,195		—			—			—		564,195
Buildings			42,460		(243	)		(16,189	)		—		26,028

	￦		606,655		(243	)		(16,189	)		—		590,223


		2013
		Acquisition cost		Government grants			Accumulated depreciation			Accumulated impairment losses		Book value
		In millions of won
Land	￦		516,440		—			—			—		516,440
Buildings			37,120		(13	)		(15,220	)		—		21,887

	￦		553,560		(13	)		(15,220	)		—		538,327

(2)

Changes in investment properties for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance			Acquisition		Disposal		Depreciation			Impairment		Others			Ending balance
		In millions of won
Land	￦		498,280			—		—		—			—		65,915			564,195
Buildings			19,115			—		—		(981	)		—		8,136			26,270
(Government grants)			(246	)		—		—		7			—		(3	)		(242	)

	￦		517,149			—		—		(974	)		—		74,048			590,223


		2013
		Beginning balance			Acquisition		Disposal		Depreciation			Impairment		Others			Ending balance
		In millions of won
Land	￦		564,195			—		—		—			—		(47,755	)		516,440
Buildings			26,270			—		—		(911	)		—		(3,460	)		21,899
(Government grants)			(242	)		—		—		3			—		227			(12	)

	￦		590,223			—		—		(908	)		—		(50,988	)		538,327

(3)

Income and expenses related to investment properties for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Rental income	￦		10,365			8,517
Operating and maintenance expenses			(974	)		(908	)

	￦		9,391			7,609

F-102

(4)

Fair value of investment properties as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Book value		Fair value		Book value		Fair value
		In millions of won
Land	￦		564,195		596,197		516,440		541,564
Buildings			26,028		26,918		21,887		22,680

	￦		590,223		623,115		538,327		564,244

The fair values of the investment properties as of the reporting date were determined in consideration of the fluctuation on the publicly notified individual land price after the IFRS adoption date.

(5)

All of the Company’s investment property is held under freehold interests.

20.

Construction Services Contracts

(1)

Changes in balance of construction service contracts for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance		Increase and decrease(*)			Recognized revenue			Ending balance
		In millions of won
Nuclear power plant construction in UAE	￦		22,689,640		(839,900	)		(1,490,055	)		20,359,685
Kazakhstan EPC and others			864,937		108,283			(365,990	)		607,230

	￦		23,554,577		(731,617	)		(1,856,045	)		20,966,915

(*)

For the year ended December 31, 2012, the increased balance of contracts from new orders and others is ￦201,823 million and the decreased balance of contracts from modifications of construction contracts and others is ￦933,440 million.


		2013
		Beginning balance		Increase and decrease(*)			Recognized revenue			Ending balance
		In millions of won
Nuclear power plant construction in UAE	￦		20,359,685		(135,311	)		(1,701,963	)		18,522,411
Kazakhstan EPC and others			607,230		754,895			(551,120	)		811,005

	￦		20,966,915		619,584			(2,253,083	)		19,333,416

(*)

For the year ended December 31, 2013, the increased balance of contracts from new orders and other is ￦777,955 million and the increased balance of contracts from changes in size of construction is ￦158,371 million.

F-103

(2)

Accumulated earned revenue, expense and others related to the Company’s construction as of December 31, 2012 and 2013 are as follows:


		2012
		Accumulated earned revenue		Accumulated expense		Accumulated profit		Unearned advance receipts
		In millions of won
Nuclear power plant construction in UAE	￦		3,258,857		3,090,859		167,998		—
Kazakhstan EPC and others			629,980		592,340		37,640		541

	￦		3,888,837		3,683,199		205,638		541


		2013
		Accumulated earned revenue		Accumulated expense		Accumulated profit		Unearned advance receipts
		In millions of won
Nuclear power plant construction in UAE	￦		4,960,820		4,708,008		252,812		—
Kazakhstan EPC and others			1,087,779		1,024,156		63,623		—

	￦		6,048,599		5,732,164		316,435		—

(3)

Gross amount due from customers recognized as assets and due to customers recognized as liabilities for contract work as of December 31, 2012 and 2013 are as follows:


		2012				2013
		*Assets(1)**		*Liabilities(2)**		*Assets(1)**		*Liabilities(2)**
		In millions of won
Nuclear power plant construction in UAE	￦		—		464,489		—		812,642
Kazakhstan EPC and Others			136,760		11,085		98,726		30,907

	￦		136,760		475,574		98,726		843,549

(*1)

Included in trade and other receivables, net, in the accompanying consolidated statements of financial position.

(*2)

Included in non-financial liabilities in the accompanying consolidated statements of financial position.

F-104

21.

Intangible Assets other than Goodwill

(1)

Intangible assets as of December 31, 2012 and 2013 are as follows:


		2012
		Acquisition cost		Government grants			Accumulated amortization			Accumulated impairment losses			Book value
		In millions of won
Software	￦		319,044		(198	)		(235,675	)		—			83,171
Licenses and franchises			3,398		—			(2,554	)		—			844
Copyrights, patents rights and other industrial rights			20,621		—			(4,140	)		—			16,481
Mining rights			530,169		—			(4,363	)		—			525,806
Development expenditures			691,918		(12,371	)		(611,229	)		—			68,318
Intangible assets under development			44,316		(7,305	)		—			—			37,011
Usage rights of donated assets and other			372,145		(64	)		(299,802	)		—			72,279
Leasehold rights			19,112		—			(18,265	)		—			847
Others			148,738		(1	)		(57,244	)		(12,436	)		79,057

	￦		2,149,461		(19,939	)		(1,233,272	)		(12,436	)		883,814


		2013
		Acquisition cost		Government grants			Accumulated amortization			Accumulated impairment losses			Book value
		In millions of won
Software	￦		335,489		(428	)		(269,740	)		—			65,321
Licenses and franchises			3,398		—			(3,190	)		—			208
Copyrights, patents rights and other industrial rights			31,218		—			(6,265	)		—			24,953
Mining rights			476,844		—			(6,286	)		—			470,558
Development expenditures			722,082		(11,705	)		(645,928	)		—			64,449
Intangible assets under development			52,050		(7,792	)		—			—			44,258
Usage rights of donated assets and other			373,376		(53	)		(308,666	)		—			64,657
Leasehold rights			19,112		—			(18,300	)		—			812
Others			152,917		(1	)		(64,889	)		(12,579	)		75,448

	￦		2,166,486		(19,979	)		(1,323,264	)		(12,579	)		810,664

F-105

(2)

Changes in intangible assets for as of December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance			Acquisition			Disposal			Amortization			Impairment			Others			Ending balance
		In millions of won
Software	￦		93,480			7,214			(3	)		(38,812	)		—			21,491			83,370
(Government grants)			(409	)		—			—			264			—			(54	)		(199	)
Licenses and franchises			1,487			—			—			(643	)		—			—			844
Copyrights, patents rights and other industrial rights			4,075			2,356			(294	)		(634	)		(6	)		10,984			16,481
Mining rights			470,882			22,510			—			(4,188	)		—			36,602			525,806
Development expenditures			84,161			2,463			—			(39,016	)		—			33,081			80,689
(Government grants)			(11,653	)		—			—			5,395			—			(6,113	)		(12,371	)
Intangible assets under development			56,556			31,906			—			—			(13	)		(44,133	)		44,316
(Government grants)			(10,653	)		(3,326	)		—			—			—			6,674			(7,305	)
Usage rights of donated assets and other			80,054			—			—			(8,955	)		—			1,244			72,343
(Government grants)			(75	)		—			—			143			—			(132	)		(64	)
Leasehold rights			880			—			—			(34	)		—			1			847
Others			79,925			4,592			(2,311	)		(6,883	)		(440	)		4,175			79,058
(Government grants)			(1	)		—			—			3			—			(3	)		(1	)

	￦		848,709			67,715			(2,608	)		(93,360	)		(459	)		63,817			883,814


		2013
		Beginning balance			Acquisition			Disposal			Amortization			Impairment			Others			Ending balance
		In millions of won
Software	￦		83,370			12,311			—			(39,419	)		—			9,489			65,751
(Government grants)			(199	)		—			—			160			—			(391	)		(430	)
Licenses and franchises			844			—			—			(636	)		—			—			208
Copyrights, patents rights and other industrial rights			16,481			587			(1	)		(2,130	)		—			10,016			24,953
Mining rights			525,806			27,429			—			(1,698	)		—			(80,979	)		470,558
Development expenditures			80,689			651			—			(34,892	)		—			29,706			76,154
(Government grants)			(12,371	)		—			—			5,686			—			(5,020	)		(11,705	)
Intangible assets under development			44,316			30,608			—			—			(4	)		(22,870	)		52,050
(Government grants)			(7,305	)		(5,845	)		—			—			—			5,358			(7,792	)
Usage rights of donated assets and other			72,343			—			—			(8,798	)		—			1,165			64,710
(Government grants)			(64	)		—			—			11			—			—			(53	)
Leasehold rights			847			—			—			(35	)		—			—			812
Others			79,058			3,266			(35	)		(6,628	)		(263	)		51			75,449
(Government grants)			(1	)		—			—			—			—			—			(1	)

	￦		883,814			69,007			(36	)		(88,379	)		(267	)		(53,475	)		810,664

F-106

(3)

Significant specific intangible assets as of December 31, 2012 and 2013 are as follows:

2012

Type

Description

Currency

Amount

Remaining useful years

In millions of won and thousands of Australian dollars

Software

ERP system

KRW

13,417

5 months ~ 3 years
and 2 months

Mining rights

Mining right of Bylong mine

AUD

401,225

— (*)

Development expenditures

Development of manufacturing technology Zircaloy tube

KRW

2,460

1 year

Development expenditures

WH type improved nuclear fuel

KRW

532

3 months

Development expenditures

KOSPO Evolutionary Efficient & Powerful System (KEEPS)

KRW

11,367

4 years and 6 months

Intangible assets under development

Smart technology verification and standard design project conducting right

KRW

2,816

—

Usage rights of donated assets

Songdo international business district (sector 1, 3) Sharing charge

KRW

7,363

4 years and 10 months

Usage rights of donated assets

Dangjin power plant load facility usage right

KRW

51,944

9 years

Others

Shingwangju electricity supply facility usage right

KRW

4,314

6 years and 5 months

(*)	Mining rights are amortized using the production method.

F-107

2013

Type

Description

Currency

Amount

Remaining useful years

In millions of won and thousands of Australian dollars

Software

ERP system and others

KRW

8,163

1 year and 11 months ~
2 years and 2 months

Copyrights, patents rights and other industrial rights

Smart technology verification and standard design project conducting right

KRW

8,750

4 years and 9 months

Mining rights

Mining right of Bylong mine

AUD

401,225

— (*)

Development expenditures

KOSPO Evolutionary Efficient & Powerful System (KEEPS)

KRW

8,629

3 years and 6 months

Development expenditures

Development of maintenance system for utility plant

KRW

2,212

3 years and 11 months

Intangible assets under development

Contributions to APR NRC DC

KRW

18,252

—

Intangible assets under development

CHF testing for best representative of HIPER/X2-Gen Fuel and development of best explanatory CHF correlation

KRW

7,448

—

Usage rights of donated assets

Songdo international business district (sector 1, 3) sharing charge

KRW

5,840

3 years and 10 months

Usage rights of donated assets

Dangjin power plant load facility usage right

KRW

45,648

7 years and 3 months

Others

Shingwangju electricity supply facility usage right

KRW

3,641

5 years and 5 months

Others

Sillim electricity supply facility usage right

KRW

3,536

7 years and 11 months

(*)	Mining rights are amortized using the production method.

(4)

For the years ended December 31, 2012 and 2013, the Company recognized research and development expenses of ￦504,104 million and ￦577,133 million, respectively.

22.

Trade and Other Payables

Trade and other payables as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Trade payables	￦		3,282,240		—		3,107,082		—
Other trade payables			1,203,830		3,147,010		1,475,048		3,068,631
Accrued expenses			927,612		1,700		1,076,868		2,318
Leasehold deposits received			1,627		—		1,636		—
Other deposits received			63,104		83,376		115,216		90,055
Finance lease liabilities			121,804		885,365		115,308		769,658
Dividends payable			1,605		—		1,605		—
Others(*)			30		56,240		—		40,857

	￦		5,601,852		4,173,691		5,892,763		3,971,519

F-108

(*)

Details of others as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Advance received from local governments	￦		—		56,215		—		40,834
Others			30		25		—		23

	￦		30		56,240		—		40,857

23.

Borrowings and Debt Securities

(1)

Borrowings and debt securities as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Current liabilities
Short-term borrowings	￦		689,310			579,327
Current portion of long-term borrowings			1,528,237			893,532
Current portion of debt securities			5,480,331			6,625,007
Less: Current portion of discount on long-term borrowings			(1,586	)		(1,997	)
Less: Current portion of discount on debt securities			(1,611	)		(8,371	)

			7,694,681			8,087,498

Non-current liabilities
Long-term borrowings			4,695,358			4,555,769
Debt securities			40,944,992			48,367,149
Less : Discount on long-term borrowings			(20,423	)		(17,379	)
Less : Discount on debt securities			(95,199	)		(105,240	)
Add: Premium on debt securities			—			353

			45,524,728			52,800,652

	￦		53,219,409			60,888,150

(2)

Short-term borrowings as of December 31, 2012 and 2013 are as follows:

2012

Type

Creditor

Interest rate (%)

Foreign
currency

Local
currency

In millions of won

Local short-term borrowings

Nonghyup Bank

4.15

—

￦

32,350

Local commercial paper

Shinhan Bank and others

2.95 ~ 3.80

—

429,000

Foreign short-term borrowings

DBS and Others

0.78 ~ 1.25

USD 212,828

227,960

￦

689,310

F-109

2013

Type

Creditor

Interest rate (%)

Foreign
currency

Local
currency

In millions of won

Local short-term borrowings

Shinhan Bank and others

2.78

—

￦

70,000

Local commercial paper

Korea Exchange Bank and others

2.80 ~ 2.85

—

297,500

Foreign short-term borrowings

ANZ and others

0.67 ~ 6.50

USD

154,313

162,846

Foreign short-term borrowings

Scotia Bank

TIIE + 1.25

USD

5,447

5,748

Local bank overdraft

Woori Bank

Standard overdraft rate + 1.27

—

43,233

￦

579,327

F-110

(3)

Long-term borrowings as of December 31, 2012 and 2013 are as follows:


2012
Type		Interest rate (%)	Maturity	Foreign currency		Local currency
		In millions of won and thousands of foreign currencies
Local long-term borrowings
Korea Development Bank	Others	0.5	2013~2044		—	￦	9,393
	Facility	5.80	2026		—		21,800
	Facility	3yr KTB rate - 1.25	2027		—		9,000
Korea Exchange Bank	Commercial Paper	3.63	2013		—		100,000
	Commercial Paper	3M CD + 0.03~0.58	2013~2015		—		1,900,000
	Facility	3yr KTB rate - 1.25	2013~2021		—		5,843
	Facility	3yr KTB rate - 1.25	2013~2015		—		16,000
	Energy rationalization	3yr KTB rate - 1.25	2019		—		1,250
	Development of power resources	3yr KTB rate - 1.25	2013		—		6,000
	Others	3M CD + 0.25	2013		—		100,000
	Others	2.75	2014		—		5,200
Korea Industrial Bank	Development of power resources	4.00	2016		—		18,933
	Development of power resources	3yr KTB rate - 1.25	2016		—		16,000
Kookmin Bank	Development of power resources	4.00	2015		—		18,810
Hana Bank	Development of power resources	4.00	2014		—		16,000
	Development of power resources	3yr KTB rate - 1.25	2014		—		24,600
Export-Import Bank of Korea	Project loans	2.00	2026		—		38,300
Korea Finance Corporation	Facility	1yr KoFC bond rate + 0.08 ~ 0.31	2017~2019		—		2,300,000
Korea Resources Corporation	Development of power resources	3yr KTB rate - 2.25	2013~2027		—		67,651
	Project loans	—	—		—		8,677
Others	Others	3yr KTB rate - 2.25	2023~2025		—		3,754

					—		4,687,211

F-111

2012

Type

Interest rate (%)

Maturity

Foreign currency

Local
currency

In millions of won and thousands of foreign currencies

Foreign long-term borrowings

Korea National Oil Corporation

Project loans

3yr KTB rate -
2.25

2021~2023

USD

8,784

￦

9,409

Korea Finance Corporation

Project loans and others

3M Libor + 1.63

2014

USD

138,240

147,962

Export-Import Bank of US and others

Project loans

4.48~8.28

2014

USD

56,177

60,171

Export-Import Bank of Korea and others

Direct loans and others

3M Libor + 2.60~

3.70

2015

USD

299,769

320,857

SMBC and others

Senior loan and others

3M Libor + 1.10~

2.30

2013~2033

USD

309,160

331,126

DBS Bank

Facility

3M Libor + 0.25

2013

USD

200,000

214,220

PT PJB

Share holder’s loan

12.75

2017

IDR

29,329,121

3,258

Others

Facility and others

5.00~8.00

2013~2031

USD

24,259

25,976

Woori Bank

Syndicated loan

3M Libor +
0.27~1.50

2014~2017

USD

395,299

423,405

1,536,384

6,223,595

Less : Discount of long-term borrowings

(22,009

)

Less : Current portion of long-term borrowings

(1,528,237

)

Add : Current portion of discount of long-term borrowings

1,586

￦

4,674,935


2013
Type		Interest rate (%)	Maturity	Foreign currency		Local currency
		In millions of won and thousands of foreign currencies
Local long-term borrowings
Korea Development Bank	Others	0.50	2014~2044		—	￦	8,109
	Facility	4.60	2028		—		43,600
	Facility	3yr KTB rate - 1.25	2027		—		9,000
Korea Exchange Bank	Commercial Paper	3M CD + 0.03~0.54	2014~2016		—		1,300,000
	Facility	3yr KTB rate - 1.75	2021		—		11,779
	Facility	4.60	2028		—		20,000
	Energy rationalization	3yr KTB rate - 1.75	2015~2019		—		1,050
	Energy rationalization	2.75~3.20	2015~2016		—		7,381
Korea Industrial Bank	Development of power resources	4.00	2016		—		14,200
	Others	3yr KTB rate - 1.25	2016		—		12,000

F-112


2013
Type		Interest rate (%)	Maturity	Foreign currency		Local currency
		In millions of won and thousands of foreign currencies
Kookmin Bank	Development of power resources	4.00	2015		—	￦	12,540
Hana Bank	Development of power resources	4.00	2014		—		8,000
	Others	3yr KTB rate - 1.25	2024~2025		—		12,300
	PF Refinancing	CD+1.7%	2026		—		21,613
	PF Refinancing	4.80	2026		—		11,991
Export-Import Bank of Korea	Project loans	2.00	2026		—		36,827
Korea Finance Corporation	Facility	1yr KoFC bond rate + 0.20~0.31	2018~2019		—		2,300,000
Korea Resources Corporation	Development of power resources	3yr KTB rate - 2.25	2014~2027		—		64,202
	Facility	0.75~1.75	2023		—		5,355
	Project loans	—	—		—		8,677
	Others	3yr KTB rate - 2.25	2024~2025				13,707
Shinhan Bank and others	Facility	3yr AA- CB rate + 1.10	2028		—		30,000
Woori Bank	PF Refinancing	CD+1.7%	2026		—		21,613
	PF Refinancing	4.80	2026		—		11,991
Others	Facility	4.60~5.80	2025~2028		—		159,200
	PF Refinancing	4.80	2026		—		17,267
	PF Refinancing	CD+1.7%	2026				524
	Others	3yr KTB rate - 2.25	2023~2028		—		30,774

					—		4,193,700


2013
Type		Interest rate (%)	Maturity	Foreign currency		Local currency
		In millions of won and thousands of foreign currencies
Foreign long-term borrowings
Korea National Oil Corporation	Project loans	3yr KTB rate - 2.25	—	USD	8,784	￦	9,270
Export-Import Bank of US	Project loans	4.48	2014	USD	5,598		5,908
JBIC	Project loans	6M Libor + 0.012	2014	USD	10,301		10,870
Export-Import Bank of Korea and others	Project loans	7.20	2014	USD	2,803		2,958
	Term loan	LIBOR + 2.25	2033	USD	151,921		160,322
	Direct loan and others	LIBOR + 2.6~3.7	2027	JOD	129,975		194,062
Proparco and others	Shareholder’s loan	LIBOR + 3.7	2027	USD	106,249		112,125
PT PJB	Shareholder’s loan	8.00	2031	JOD	8,498		12,688
	Shareholder’s loan	6.50	—	USD	31,876	￦	33,639
	Shareholder’s loan	12.75	2017	IDR	22,446,293		1,939

F-113

2013

Type

Interest rate (%)

Maturity

Foreign currency

Local currency

In millions of won and thousands of foreign currencies

SMB and others

Commercial loan and others

LIBOR +
1.5~2.5

2030~2033

USD

131,603

138,881

HSBC and others

Syndicated loan

3M
Libor+0.27~1.50

2014~2017

USD

374,124

394,813

Others

—

2019~2031

USD

11,276

11,900

Others

LIBOR + 0.95

—

USD

157,516

166,226

1,255,601

5,449,301

Less : Discount of long-term borrowings

(19,376

)

Less : Current portion of long-term borrowings

(893,532

)

Add : Current portion of discount of long-term borrowings

1,997

￦

4,538,390

(4)

Local debt securities as of December 31, 2012 and 2013 are as follows:


	Issue date		Maturity		Interest rate (%)		2012			2013
	In millions of won
Electricity Bonds		2008.06.05 ~ 2013.06.28		2013.07.31 ~ 2032.08.20	2.77 ~ 7.19	￦		25,590,000			27,290,000
Electricity Bonds		2010.05.28 ~ 2013.06.25		2015.05.28 ~ 2018.06.25	3M CD + 0.25 ~ 1.05			1,010,000			1,160,000
Corporate Bonds		2009.02.26 ~ 2013.11.26		2014.02.26 ~ 2040.12.10	2.60 ~ 7.18			10,080,010			15,150,010

								36,680,010			43,600,010

Less : Discount on local debt securities								(29,436	)		(37,675	)
Less : Current portion of local debt securities								(3,980,000	)		(4,250,000	)
Add : Current portion of discount on local debt securities								814			679

						￦		32,671,388			39,313,014

F-114

(5)

Foreign debt securities as of December 31, 2012 and 2013 are as follows:


	2012
Type	Issue date		Maturity		Interest rate (%)	Foreign currency		Local currency
	In millions of won
FY-93		1993.04.14		2013.04.14	7.75	USD	350,000	￦	374,886
FY-96		1996.04.01		2096.04.01	6.00~8.37	USD	250,760		268,589
FY-97		1997.01.31		2027.08.04	6.75~7.00	USD	314,717		337,093
FY-03		2003.05.25		2013.05.25	4.75~6.00	USD	150,000		160,665
FY-04(*)		2004.04.21		2034.04.21	5.13~5.75	USD	450,000		481,995
FY-06		2006.03.14		2016.09.29	4.81~5.50	USD	650,000		696,215
FY-08		2008.11.27		2018.11.27	4.19	JPY	20,000,000		249,500
		2008.02.11		2013.04.18	5.38	USD	600,000		642,660
FY-09		2009.06.17		2014.07.21	5.5~6.25	USD	1,500,000		1,606,650
FY-10		2010.09.16		2015.10.05	3~3.13	USD	1,200,000		1,285,320
FY-10		2010.04.15		2015.11.18	3M USD Libor+0.80~1.64	USD	550,000		589,105
FY-11		2011.07.13		2021.07.13	3.63~4.75	USD	800,000		856,880
FY-11		2011.02.18		2014.09.17	3M USD Libor+0.80~1.00	USD	300,000		321,330
FY-12		2012.05.10		2022.09.19	2.5~3.83	USD	1,750,000		1,874,425

									9,745,313

Less : Discount on foreign debt securities									(67,374	)
Less : Current portion of foreign debt securities									(1,500,331	)
Add : Current portion of discount on foreign debt securities									797

								￦	8,178,405

(*)

Global 4 in FY-04 can be redeemed on April 23, 2014 if bond holders claim the redemption from February 7, 2014 (75 days) to February 22, 2014 (60 days).

F-115

2013

Type

Issue date

Maturity

Interest rate (%)

Foreign currency

Local
currency

In millions of won

FY-96

1996.04.01~1996.12.06

2026.12.06~2096.04.01

6.00~8.37

USD

250,022

￦

263,848

FY-97

1997.01.31~1997.08.04

2027.01.31~2027.08.04

6.75~7.00

USD

314,717

332,121

FY-04(*)

2004.04.21~2004.07.21

2014.07.21~2034.04.21

5.13~5.75

USD

450,000

474,885

FY-06

2006.03.14~2006.09.29

2016.03.14~2016.09.29

5.50~6.00

USD

650,000

685,945

FY-08

2008.11.27

2018.11.27

4.19

JPY

20,000,000

200,932

FY-09

2009.06.17~2009.07.21

2014.06.17~2014.07.21

5.50~6.25

USD

1,500,000

1,582,950

FY-10

2010.09.16~2010.10.05

2015.09.16~2015.10.05

3.00~3.13

USD

1,200,000

1,266,360

FY-10

2010.07.29~2010.11.18

2015.07.29~2015.11.18

3M USD
Libor+1.00~1.64

USD

250,000

263,825

FY-11

2011.07.13~2011.07.29

2017.01.29~2021.07.13

3.63~4.75

USD

800,000

844,240

FY-11

2011.02.18~2011.04.15

2014.04.15~2014.09.17

3M USD
Libor+0.80~1.00

USD

300,000

316,590

FY-12

2012.05.10~2012.09.19

2017.05.10~2022.09.19

2.50~3.00

USD

1,750,000

1,846,775

FY-13

2013.02.20~2013.07.25

2018.02.20~2018.07.25

3M USD
Libor+0.84~1.5

USD

500,000

527,650

FY-13

2013.09.25

2020.09.25

5.75

AUD

325,000

305,487

FY-13

2013.09.26~2013.10.23

2019.03.26~2019.04.23

1.50~1.63

CHF

400,000

475,468

FY-13

2013.02.05~2013.11.27

2018.02.05~2018.11.27

1.88~3.16

USD

1,900,000

2,005,070

11,392,146

Less : Discount on foreign debt securities

(75,936

)

Add : Premium on debt securities

353

Less : Current portion of foreign debt securities

(2,375,007

)

Add : Current portion of discount on foreign debt securities

7,692

￦

8,949,248

(*)

Global 4 in FY-04 can be redeemed on April 23, 2014 if bond holders claim the redemption from February 7, 2014 (75 days) to February 22, 2014 (60 days).

24.

Finance Lease Liabilities

(1)

Lease contracts

The Company enters into a power purchase agreements (“PPA”) under which the Company is committed to purchase an aggregate capacity of 3,770 megawatts for approximately twenty years from independent power producers, such as, GS EPS and three other providers. The Company recognizes these PPAs as finance leases; under the PPAs, there is no transfer of ownership or bargain purchase option of the plants at the end of the agreement, however, the present value of the future minimum power purchase payments equals substantially all of the plants’ respective fair values over a twenty-year period which makes up the major part of the respective plants’ economic life.

F-116

(2)

Finance lease liabilities as of December 31, 2012 and 2013 are as follows and are included in current and non-current trade and other payables, net, in the accompanying consolidated statements of financial position:


		2012				2013
		Minimum lease payments		Present value of minimum lease payments		Minimum lease payments		Present value of minimum lease payments
		In millions of won
Less than 1 year	￦		221,381		121,804		202,309		115,308
1 ~ 5 years			744,702		542,688		716,928		521,031
More than 5 years			556,276		342,677		381,742		248,627

	￦		1,522,359		1,007,169		1,300,979		884,966

(3)

Current and non-current portion of financial lease liabilities as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Current finance lease liabilities	￦		121,804		115,308
Non-current finance lease liabilities			885,365		769,658

	￦		1,007,169		884,966

(4)

Lease payments recognized as an expense from a lessee position for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Minimum lease payment	￦		274,309			266,381
Contingent rent payment			(10,028	)		(15,033	)

	￦		264,281			251,348

(5)

The Company does not have any irrevocable operating lease contracts as of December 31, 2012 and 2013.

25.

Employment Benefits

(1)

Employment benefit obligations as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Defined benefit obligations	￦		2,069,864		2,064,505
Other long-term employee benefit obligations			74,470		72,791

	￦		2,144,334		2,137,296

(2)

Principal assumptions on actuarial valuation as of December 31, 2012 and 2013 are as follows:


	2012	2013
Discount rate	3.51% ~ 3.58%	3.72% ~ 4.12%
Future salary and benefit levels	1.80% ~ 15.30%	1.77% ~ 7.97%
Weighted average duration	14.24 years	12.90 years

F-117

(3)

Details of expense relating to defined benefit plans for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Current service cost	￦		325,016			348,945
Interest cost			99,473			100,315
Expected return on plan assets			(19,600	)		(15,975	)
Others			(18	)		—

	￦		404,871			433,285

Expenses as described above are recognized in those items below in the financial statements.


		2012		2013
		In millions of won
Cost of sales	￦		292,548		308,642
Selling and administrative expenses			72,365		75,681
Others (Construction-in-progress and others)			39,958		48,962

	￦		404,871		433,285

In addition, for the years ended December 31, 2012 and 2013, employee benefit obligations expenses of ￦41,265 million and ￦41,289 million, respectively, is recognized as cost of sales, and ￦5,067 million and ￦5,370 million, respectively, is recognized as selling and administrative expenses, and ￦9,994 million and ￦11,092 million, respectively relates to the Company’s defined contribution plans.

(4)

Details of defined benefit obligations as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Present value of defined benefit obligation from funded plans	￦		2,540,264			2,629,057
Fair value of plan assets			(472,342	)		(564,552	)

			2,067,922			2,064,505

Present value of defined benefit obligation from unfunded plans			1,942			—

Net liabilities incurred from defined benefit plans	￦		2,069,864			2,064,505

(5)

Changes in the present value of defined benefit obligations for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Beginning balance	￦		2,328,518			2,542,207
Current service cost			325,016			348,945
Interest cost(*)			99,473			100,315
Remeasurement component			75,697			(204,478	)
Actual payments			(286,501	)		(157,711	)
Others			4			(221	)

Ending balance	￦		2,542,207			2,629,057

(*)

Corporate bond (AAA rated) yield at year-end is applied to the interest cost on employee benefit obligations.

F-118

(6)

Changes in the fair value of plan assets for the years ended 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Beginning balance	￦		459,342			472,342
Expected return			19,600			15,975
Remeasurement component			(1,136	)		243
Contributions by the employers			94,763			90,011
Contributions by the employees			—			11,709
Actual payments			(100,227	)		(25,532	)
Others			—			(196	)

Ending balance	￦		472,342			564,552

In addition, gain or loss on accumulated remeasurement component amounted to ￦(76,088) million and ￦39,591 million and has been recognized as other comprehensive income for the years ended December 31, 2012 and 2013, respectively.

(7)

Details of the fair value of plan assets as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Equity instruments	￦		58,972		35,463
Debt instruments			93,812		124,056
Bank deposit			109,800		117,626
Others			209,758		287,407

	￦		472,342		564,552

For the years ended December 31, 2012 and 2013, actual returns on plan assets are amounted to ￦18,464 million and ￦16,218 million, respectively.

(8)

Remeasurement component recognized in other comprehensive income for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Actuarial gain from changes in demographic assumptions	￦		—			100,715
Actuarial gain (loss) from changes in financial assumptions			152,358			(351,257	)
Experience adjustments			(76,661	)		46,064
Expected return			1,136			(243	)

	￦		76,833			(204,721	)

Remeasurement component recognized as other comprehensive income is recorded in retained earnings.

F-119

26.

Provisions

(1)

Provisions as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Employment benefits	￦		816,612		—		777,419		—
Provision for employment benefits			816,612		—		777,419		—

Litigation			—		26,697		—		23,720
Litigation provisions			—		26,697		—		23,720

Decommissioning cost			—		12,133,393		—		12,568,622
Nuclear plants			—		9,462,723		—		9,887,621
Spent fuel			—		1,207,842		—		1,211,440
Waste			—		1,242,396		—		1,249,062
PCBs			—		219,669		—		219,704
Other recovery provisions			—		763		—		795

Others			158,303		10,716		336,398		9,972
Power plant regional support program			106,763		—		112,498		—
Provisions for tax			2,644		1,256		—		649
Provisions for financial guarantee			—		9,086		—		8,789
Provisions for RPS			48,795		—		223,259		—
Others			101		374		641		534

	￦		974,915		12,170,806		1,113,817		12,602,314

(2)

Changes in provisions for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance		Accretion expenses		Payment			Reversal			Other			Ending balance
		In millions of won
Employment benefits	￦		608,716		859,342		(627,570	)		(32,176	)		8,300			816,612
Provision for employment benefits			608,716		859,342		(627,570	)		(32,176	)		8,300			816,612

Litigation			44,409		17,367		(16,784	)		(18,295	)		—			26,697
Litigation provisions			44,409		17,367		(16,784	)		(18,295	)		—			26,697

Decommissioning cost			6,942,418		4,862,306		(337,991	)		—			2,562			12,133,393
Nuclear plants			5,061,265		4,401,458		—			—			—			9,462,723
Spent fuel			869,549		646,487		(310,458	)		—			2,264			1,207,842
Waste			796,522		460,848		(15,272	)		—			298			1,242,396
PCBs			215,082		16,848		(12,261	)		—			—			219,669
Other recovery provisions			—		763		—			—			—			763

Others			105,791		43,845		(99,794	)		(2,882	)		15,493			169,019
Power plant regional support program			91,987		41,661		(42,386	)		—			15,501			106,763
Provisions for tax			2,013		2,184		—			(297	)		—			3,900
Provisions for financial guarantee			11,300		—		—			(2,214	)		—			9,086
Provisions for RPS			—		105,857		(57,062	)		—			—			48,795
Others			491		709		(346	)		(371	)		(8	)		475

	￦		7,701,334		6,553,524		(1,082,139	)		(53,353	)		26,355			13,145,721

F-120


		2013
		Beginning balance		Accretion expenses		Payment			Reversal			Other			Ending balance
		In millions of won
Employment benefits	￦		816,612		625,921		(574,900	)		(90,214	)		—			777,419
Provision for employment benefits			816,612		625,921		(574,900	)		(90,214	)		—			777,419

Litigation			26,697		17,610		(8,874	)		(11,713	)		—			23,720
Litigation provisions			26,697		17,610		(8,874	)		(11,713	)		—			23,720

Decommissioning cost			12,133,393		872,465		(437,859	)					623			12,568,622
Nuclear plants			9,462,723		424,910		(12	)		—			—			9,887,621
Spent fuel			1,207,842		407,236		(403,638	)		—			—			1,211,440
Waste			1,242,396		29,490		(23,447	)		—			623			1,249,062
PCBs			219,669		10,797		(10,762	)		—			—			219,704
Other recovery provisions			763		32		—			—			—			795
Others			169,019		261,076		(97,788	)		(3,153	)		17,217			346,371
Power plant regional support program			106,763		35,952		(43,325	)		—			13,108			112,498
Provisions for tax			3,900		—		(3,251	)		—			—			649
Provisions for financial guarantee			9,086		1,667		—			(1,964	)		—			8,789
Provisions for RPS			48,795		222,824		(51,451	)		(1,130	)		4,222			223,260
Others			475		633		239			(59	)		(113	)		1,175

	￦		13,145,721		1,777,072		(1,119,421	)		(105,080	)		17,840			13,716,132

27.

Government Grants

(1)

Government grants as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Cash	￦		(29,741	)		—
Land			(3,106	)		(3,137	)
Buildings			(44,387	)		(45,396	)
Structures			(177,173	)		(193,189	)
Machinery			(105,112	)		(101,808	)
Vehicles			(128	)		(83	)
Equipment			(922	)		(707	)
Tools			(192	)		(312	)
Construction-in-progress			(94,676	)		(117,728	)
Investment properties			(243	)		(13	)
Software			(198	)		(428	)
Development expenditures			(12,371	)		(11,705	)
Intangible assets under development			(7,305	)		(7,792	)
Usage rights of donated assets and other			(64	)		(53	)
Others			(1	)		(1	)

	￦		(475,619	)		(482,352	)

F-121

(2)

Changes in government grants for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance			Receipt			Acquisition		Offset the items of depreciation expense and others		Disposal		Others			Ending balance
		In millions of won
Cash	￦		(17,653	)		(49,618	)		—		—		—		37,530			(29,741	)
Land			(3,106	)		—			—		—		—		—			(3,106	)
Buildings			(46,097	)		—			—		3,713		—		(2,003	)		(44,387	)
Structures			(170,474	)		—			—		8,560		1,394		(16,653	)		(177,173	)
Machinery			(97,725	)		—			—		9,162		360		(16,909	)		(105,112	)
Vehicles			(2	)		—			—		46		—		(172	)		(128	)
Equipment			(301	)		—			—		245		—		(866	)		(922	)
Tools			(448	)		—			—		256		—		—			(192	)
Construction-in-progress			(89,600	)		—			338		—		—		(5,414	)		(94,676	)
Investment properties			(246	)		—			—		7		—		(4	)		(243	)
Software			(409	)		—			—		264		—		(53	)		(198	)
Development expenditures			(11,653	)		—			—		5,395		—		(6,113	)		(12,371	)
Intangible assets under development			(10,653	)		—			3,348		—		—		—			(7,305	)
Usage rights of donated assets and other			(75	)		—			—		143		—		(132	)		(64	)
Others			(1	)		—			—		3		—		(3	)		(1	)

	￦		(448,443)			(49,618	)		3,686		27,794		1,754		(10,792	)		(475,619	)


		2013
		Beginning balance			Receipt			Acquisition		Offset the items of depreciation expense and others		Disposal		Others			Ending balance
		In millions of won
Cash	￦		(29,741	)		(92,000	)		—		—		—		121,741			—
Land			(3,106	)		—			—		—		—		(31	)		(3,137	)
Buildings			(44,387	)		—			—		3,943		—		(4,952	)		(45,396	)
Structures			(177,173	)		—			—		8,389		1,733		(26,138	)		(193,189	)
Machinery			(105,112	)		—			—		9,507		376		(6,579	)		(101,808	)
Vehicles			(128	)		—			—		45		—		—			(83	)
Equipment			(922	)		—			—		311		—		(96	)		(707	)
Tools			(192	)		—			—		155		—		(275	)		(312	)
Construction-in-progress			(94,676	)		—			25,669		—		—		(48,721	)		(117,728	)
Investment properties			(243	)		—			—		3		—		227			(13	)
Software			(198	)		—			—		160		—		(390	)		(428	)
Development expenditures			(12,371	)		—			—		5,686		—		(5,020	)		(11,705	)
Intangible assets under development			(7,305	)		—			5,358		—		—		(5,845	)		(7,792	)
Usage rights of donated assets and other			(64	)		—			—		11		—		—			(53	)
Others			(1	)		—			—		—		—		—			(1	)

	￦		(475,619)			(92,000	)		31,027		28,210		2,109		23,921			(482,352	)

F-122

28.

Deferred Revenues

Deferred revenue related to the Company’s construction contracts as of December 31, 2012 and 2013 are as follows and included in current and non-current non-financial liabilities in the accompanying consolidated statements of financial position:


		2012			2013
		In millions of won
Beginning balance	￦		5,428,993			6,031,311
Increase during the current year			903,322			800,618
Offset during the current year			(301,004	)		(325,290	)

Ending balance	￦		6,031,311			6,506,639

29.

Non-financial Liabilities

Non-financial liabilities as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Current		Non-current		Current		Non-current
		In millions of won
Advance received	￦		3,095,628		407,819		3,533,965		632,661
Unearned revenue			31,660		130,426		46,546		108,222
Deferred revenue			293,792		5,737,519		323,463		6,183,176
Withholdings			254,700		3,886		257,365		43,280
Others			441,660		19,000		569,292		18,302

	￦		4,117,440		6,298,650		4,730,631		6,985,641

30.

Contributed Capital

(1)

Details of shares issued as of December 31, 2012 and 2013 are as follows:

2012

Shares
authorized

Shares issued

Par value
per share

Owned by
government(*)

Owned by
others

Total

In millions of won except share information

Common shares

1,200,000,000

641,964,077

￦

5,000

1,640,385

1,569,435

3,209,820

(*)

Korea Finance Corporation ownership of ￦960,800 million are included.

2013

Shares
authorized

Shares issued

Par value
per share

Owned by
government(*)

Owned by
others

Total

In millions of won except share information

Common shares

1,200,000,000

641,964,077

￦

5,000

1,640,385

1,569,435

3,209,820

(2)

There were no changes in number of outstanding capital stock for the years ended December 31, 2012 and 2013.

(3)

Details of share premium as of December 31, 2012 and 2013 are as follows:

2012

2013

In millions of won

Share premium

￦

843,758

F-123

31.

Retained Earnings and Dividends Paid

(1)

Details of retained earnings as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Legal reserve(*)	￦		1,603,919		1,603,919
Voluntary reserves			25,961,315		22,753,160
Retained earnings before appropriations			4,999,049		8,409,007

Retained earnings	￦		32,564,283		32,766,086

(*)

The KEPCO Act requires the Company to appropriate a legal reserve equal to at least 20 percent of net income for each accounting period until the reserve equals 50 percent of the Company’s common stock. The legal reserve is not available for cash dividends; however, this reserve may be credited to paid-in capital or offset against accumulated deficit by the resolution of the shareholders.

(2)

Details of voluntary reserves as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Reserve for investment on social overhead capital	￦		5,277,449		5,277,449
Reserve for research and human development(*)			330,000		330,000
Reserve for business expansion			20,143,866		16,935,711
Reserve for equalizing dividends			210,000		210,000

	￦		25,961,315		22,753,160

(*)

The reserve for research and human development is appropriated by the Company to use as qualified tax credits to reduce corporate tax liabilities. The reserve is available for cash dividends for a certain period as defined by the Tax Incentive Control Law of Korea.

(3)

Changes in retained earnings for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Beginning balance	￦		35,769,094			32,564,283
Net loss for the period attributed to owner of the Company			(3,166,616	)		60,011
Changes in equity method retained earnings			(846	)		7,671
Actuarial profits (losses)			(37,349	)		134,121

Ending balance	￦		32,564,283			32,766,086

(4)

Dividends paid for the years ended December 31, 2012 and 2013 are as follows:


	2012
	Number of shares issued		Number of treasury stocks		Number of shares eligible for dividends		Dividends Paid		Dividends paid per share
Common shares		641,964,077		18,929,995		623,034,082		—		—


	2013
	Number of shares issued		Number of treasury stocks		Number of shares eligible for dividends		Dividends Paid		Dividends paid per share
Common shares		641,964,077		18,929,995		623,034,082		—		—

F-124

(5)

Changes in retained earnings of investments in associates and joint ventures for the years ended 2012 and 2013 are as follow:


		2012			2013
		In millions of won
Beginning balance	￦		(7,058	)		(7,904	)
Changes			(1,155	)		7,671
Income tax effect			309			—

Ending balance	￦		(7,904	)		(233	)

32.

Statement of Appropriation of Retained Earnings

For the year ended December 31, 2012, the Company’s retained earnings were appropriated on March 29, 2013.

For the year ended December 31, 2013, the Company’s retained earnings are expected to be appropriate on March 28, 2014. Statements of appropriation of retained earnings of KEPCO, the parent, for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won except for dividends per share
I. Retained Earnings Before Appropriations
Unappropriated retained earnings carried over from prior years	￦		—			—
Net income (loss)			(3,226,597	)		238,307
Remeasurements of the defined benefit plan			18,442			64,956

			(3,208,155	)		303,263

II. Transfer from voluntary reserves			3,208,155			—

III. Subtotal (I+II)			—			303,263

IV. Appropriations of retained earnings			—			(303,263	)
Legal reserve			—			(991	)
Dividends (government, individual)
(Amount of dividends per share (%) : Current year—￦90 (1.8%) Prior year—none )			—			(56,073	)
Reserve for business expansion			—			(246,199	)
V. Unappropriated retained earnings to be carried over forward to subsequent year			—			—

F-125

33.

Hybrid Bonds

Korea Western Power Co., Ltd. and Korea South-East Power Co., Ltd. which are wholly owned subsidiaries of the Company, issued bond-type hybrid bonds for the year ended December 31, 2013. Bond-type hybrid securities classified as equity (non-controlling interest) as of December 31, 2013 are as follows:


Issuer	Hybrid Bond	Issued date		Maturity		Yield (%)	Amount
	In millions of won
Korea Western Power Co., Ltd.	1st bond-type hybrid bond		2012.10.18		2042.10.18	5yr government bond rate + 1.20	￦	100,000
Korea South-East Power Co., Ltd.	1st bond-type hybrid bond		2012.12.07		2042.12.06	4.38		170,000
Korea South-East Power Co., Ltd.	2nd bond-type hybrid bond		2012.12.07		2042.12.06	4.44		230,000
Expense of Issuance								(1,340	)

							￦	498,660

Although these instruments have contractual maturity dates, the contractual agreements allow the Company to indefinitely extend the maturity dates and defer the payment of interest without modification to the other terms of the instruments. When the Company decides to not pay dividends on ordinary shares, the Company is not required to pay interest on the hybrid bonds.

Substantially, as these instruments have no contractual obligation to pay principal and interest, these instruments have been classified as equity (non-controlling interest).

34.

Other Components of Equity

(1)

Other components of equity of the parent as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Other capital surpluses	￦		705,448			830,982
Accumulated other comprehensive income			11,957			55,538
Treasury stocks			(741,489	)		(741,489	)
Other equity			13,294,990			13,294,973

	￦		13,270,906			13,440,004

(2)

Changes in other capital surpluses for the years ended December 31, 2012 and 2013 are as follows:


		2012								2013
		Gains on disposal of treasury stocks		Others			Subtotal			Gains on disposal of treasury stocks		Others			Subtotal
		In millions of won
Beginning balance	￦		303,028		336,000			639,028			303,028		402,420			705,448
Disposal of subsidiary			—		87,624			87,624			—		183,522			183,522
Issuance of share capital of subsidiary			—		—			—			—		(155	)		(155	)
Change in consolidation scope			—		—			—			—		(10,224	)		(10,224	)
Income tax effect			—		(21,204	)		(21,204	)		—		(47,609	)		(47,609	)

Ending balance	￦		303,028		402,420			705,448			303,028		527,954			830,982

F-126

(3)

Changes in accumulated other comprehensive income (loss) for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Available-for-sale financial asset valuation reserve			Shares in other comprehensive income of investments in associates and joint ventures			Reserve for overseas operations translation credit			Reserve for gain (loss) on valuation of derivatives			Total
		In millions of won
Beginning balance	￦		(26,184	)		239,447			34,488			7,344			255,095
Changes in the unrealized fair value of available- for-sale financial assets, net of tax			2,255			—			—			—			2,255
Shares in other comprehensive income of associates and joint ventures, net of tax			—			(95,889	)		—			—			(95,889	)
Foreign currency translation of foreign operations, net of tax			—			—			(104,595	)		—			(104,595	)
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			—			—			—			(44,909	)		(44,909	)

Ending balance	￦		(23,929	)		143,558			(70,107	)		(37,565	)		11,957


		2013
		Available-for-sale financial asset valuation reserve			Shares in other comprehensive income of investments in associates and joint ventures		Reserve for overseas operations translation credit			Reserve for gain (loss) on valuation of derivatives			Total
		In millions of won
Beginning balance	￦		(23,929	)		143,558		(70,107	)		(37,565	)		11,957
Changes in the unrealized fair value of available- for-sale financial assets, net of tax			86,543			—		—			—			86,543
Shares in other comprehensive income of associates and joint ventures, net of tax			—			38,703		—			—			38,703
Foreign currency translation of foreign operations, net of tax			—			—		(100,572	)		—			(100,572	)
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			—			—		—			18,907			18,907

Ending balance	￦		62,614			182,261		(170,679	)		(18,658	)		55,538

F-127

(4)

There were no changes in treasury stocks for the years ended December 31, 2012 and 2013.

(5)

Changes in other equity for the years ended December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Statutory revaluation reserve	￦		13,295,098			13,295,098
Changes in other equity			(108	)		(125	)

	￦		13,294,990			13,294,973

35.

Sales

Details

of sales for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011				2012				2013
		Domestic		Overseas		Domestic		Overseas		Domestic		Overseas
		In millions of won
Sales of goods	￦		41,135,735		261,734		46,667,133		239,454		50,876,783		256,020
Electricity			40,502,913		—		45,979,601		—		50,170,178		—
Heat supply			190,336		—		216,417		—		244,455		—
Others			442,486		261,734		471,115		239,454		462,150		256,020
Sales of service			186,837		135,779		215,887		141,990		198,932		127,687
Sales of construction services			171,411		1,283,721		98,883		1,757,162		238,924		2,014,159

	￦		41,493,983		1,681,234		46,981,903		2,138,606		51,314,639		2,397,866

F-128

36.

Selling and Administrative Expenses

(1)

Composition of selling and administrative expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Salaries	￦		537,137		579,305		566,748
Retirement benefit expense			66,955		77,432		81,051
Welfare and benefit expense			104,588		103,088		107,342
Insurance expense			3,066		4,048		7,408
Depreciation			41,900		46,498		68,222
Amortization of intangible assets			53,525		51,779		50,266
Bad debt expense			14,269		37,447		40,446
Commission			509,846		442,961		510,309
Advertising expense			21,918		23,270		28,127
Training expense			5,125		5,853		5,332
Vehicle maintenance expense			11,690		12,417		12,358
Publishing expense			2,858		2,883		3,190
Business promotion expense			3,171		3,322		3,707
Rent expense			26,550		34,505		39,652
Telecommunication expense			23,722		23,811		24,468
Transportation expense			226		387		347
Taxes and dues			64,707		46,950		43,648
Expendable supplies expense			3,720		4,999		4,453
Water, light and heating expense			8,683		10,384		9,669
Repairs and maintenance expense			12,232		13,199		25,512
Ordinary development expense			134,929		142,264		166,106
Travel expense			11,019		12,984		13,146
Clothing expense			2,356		6,438		4,374
Survey and analysis expense			769		815		623
Membership fee			609		672		774
Sales promotional expense			—		—		5
Others			86,126		92,457		105,909

	￦		1,751,696		1,780,168		1,923,192

(2)

Other selling and administrative expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Sales promotional expenses	￦		21,771		19,929		22,061
Miscellaneous wages			17,971		25,437		34,284
Litigation and filing expenses			9,180		7,931		9,501
Compensation for damages			8,381		1,634		2,289
Outsourcing expenses			2,138		5,081		4,002
Reward expenses			3,014		3,222		2,507
Others			23,672		29,223		31,265

	￦		86,127		92,457		105,909

F-129

37.

Other Income and Expense

(1)

Other income for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Reversal of other provisions	￦		110		18,472		11,743
Reversal of allowance for doubtful accounts			460		152		—
Gains on assets contributed			4,392		16,486		14,392
Gains on liabilities exempted			4,578		2,329		2,425
Compensation and reparations revenue			30,350		82,021		94,064
Gains on electricity infrastructure development fund			48,154		35,804		50,808
Revenue from research contracts			6,124		8,922		10,815
Revenue related to transfer of assets from customers			280,458		301,004		325,290
Rental income			180,562		185,735		187,351
Others			43,114		24,075		28,569

	￦		598,302		675,000		725,457

(2)

Details of others of other income for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Refund of claim for rectification	￦		19,420		12,417		9,796
Adjustment of research project			1,003		2,492		3,891
Maintenance expenses on lease building			876		1,110		2,320
Training expenses			1,157		934		3,657
Deposit redemption			1,427		2,154		142
Reversal of expenses on litigation			—		—		2,340
Compensation for land incorporation			1,001		924		—
Revenue on royalty fee			—		—		2,471
Harbor facilities dues of DangJin thermal power plant			880		1,002		—
Others			17,350		3,042		3,952

	￦		43,114		24,075		28,569

(3)

Other expense for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Compensation and reparations expense	￦		2,000		—		—
Accretion expenses of other provisions			238		498		443
Depreciation expenses on investment properties			927		974		908
Depreciation expenses on idle assets			6,619		9,699		6,661
Other bad debt expense			867		3,994		8,665
Donations			100,352		34,550		57,970
Others			36,592		24,852		25,164

	￦		147,595		74,567		99,811

F-130

(4)

Details of others of other expense for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Operating expenses related to the idle assets	￦		1,230		1,254		1,034
Research grants			4,223		877		551
Supporting expenses on farming and fishing village			—		11,727		16,162
Operating expenses on fitness center			1,823		2,240		2,382
Expenses on adjustment of research and development grants			625		2,860		1,272
Forfeit of taxes and dues			—		—		2,442
Expenses on unauthorized provision payment of decommissioning cost			23,475		1,307		—
Others			5,216		4,587		1,321

	￦		36,592		24,852		25,164

38.

Other Gains (Losses)

(1)

Composition of other gains (losses) for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Other gains
Gains on disposal of property plant, and equipment	￦		38,776			32,797			59,345
Gains on disposal of intangible assets			—			15			4
Gains on disposal of other non-current assets			—			584			—
Reversal of impairment loss on intangible assets			—			7			121
Gains on foreign currency translation			1,659			5,174			2,835
Gains on foreign currency transaction			100,811			67,006			62,817
Insurance proceeds			—			5,375			1,700
Others			213,624			168,270			208,554

Other losses
Losses on disposal of property plant and equipment			(31,228	)		(39,942	)		(58,852	)
Losses on disposal of intangible assets			(5	)		(44	)		(1	)
Impairment loss on property, plant and equipment			—			—			(1,161	)
Impairment loss on intangible assets			(221	)		(459	)		(267	)
Impairment loss on other non-current non-financial assets(*)			—			(1,877,371	)		—
Losses on foreign currency translation			(5,402	)		(1,312	)		(9,978	)
Losses on foreign currency transaction			(98,806	)		(65,892	)		(59,907	)
Others			(53,505	)		(76,043	)		(76,696	)

	￦		165,703			(1,781,835	)		128,514

(*)

The impairment on other non-current non-financial assets was recognized for the full fuel cost pass-through adjustment (FCPTA) amounts. Although the Regulation for Electricity Service states that recognized FCPTA amounts are to be settled in the following year, the Company recognized full impairment of the FCPTA amounts as it concluded that the collectability of the FCPTA amounts could no longer be certain since the Government had not lifted the hold-order for more than one year. See note 49 (5).

F-131

(2)

Details of others of other gains for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Gains on disposal of inventories	￦		12,901		13,434		11,387
Gains on valuation of inventories			1		19		903
Gains on proxy collection of TV license fee			35,443		36,036		36,706
Gains on compensation of impaired electric poles			11,323		11,628		5,407
Gains on compensation for infringement on contract			6,910		2,353		4,311
Gains on harbor facilities dues			5,047		4,804		4,745
Technical fees			3,432		1,442		3,940
Reversal of occupation development training fees			1,761		2,465		2,369
Gains on disposal of waste			3,652		2,915		9,979
Gains on insurance			11,764		3,071		12,828
Gains on litigation			2,568		870		5,813
Interests on tax rebate			1,166		1,522		9,258
Gains on other commission			18,154		19,414		14,288
Gains on settlement and others			26,350		2,868		11,205
Others			73,152		65,429		75,415

	￦		213,624		168,270		208,554

(3)

Details of others of other losses for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Losses on valuation of inventories	￦		6,747		6,920		1,604
Losses on disposal of inventories			4,944		2,360		1,778
Losses due to disaster			11,203		29,090		4,456
Losses on rounding adjustment of electric charge surtax			1,129		1,168		1,174
Losses on adjustments of levies			6,075		3,023		41,176
Losses on write-off			—		—		3,627
Penalty on taxes and dues			244		2,742		2,116
Commission and others			—		3,962		821
Others			23,163		26,778		19,944

	￦		53,505		76,043		76,696

39.

Finance Income

(1)

Finance income for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Interest income	￦		291,625		204,123		182,161
Dividends income			18,894		10,452		9,870
Gains on disposal of financial assets			—		189		196
Gains on valuation of derivatives			171,341		3,289		16,927
Gains on transaction of derivatives			30,660		38,745		120,948
Gains on foreign currency translation			8,172		786,139		263,311
Gains on foreign currency transaction			86,779		85,420		36,129
Other finance income			121		—		—

	￦		607,592		1,128,357		629,542

F-132

(2)

Interest income included in finance income for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Cash and cash equivalents	￦		43,822		63,456		60,301
Held-to-maturity investments			85		69		64
Available-for-sale financial assets			—		—		1,150
Loans and receivables			188,457		47,028		42,418
Trade and other receivables			16,902		70,304		60,237
Other financial assets			—		—		1,082
Short-term financial instrument			42,359		23,250		16,896
Long-term financial instrument			—		16		13

	￦		291,625		204,123		182,161

40.

Finance expenses

(1)

Finance expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011		2012		2013
		In millions of won
Interest expense	￦		2,123,579		2,344,328		2,381,900
Losses on sale of financial assets			—		—		4,202
Impairment of available-for-sale financial assets			—		40,156		12,592
Losses on valuation of derivatives			46,325		577,837		263,777
Losses on transaction of derivatives			80,369		61,825		107,582
Losses on foreign currency translation			230,441		23,138		60,597
Losses on foreign currency transaction			38,136		21,037		100,972

	￦		2,518,850		3,068,321		2,931,622

(2)

Interest expense included in finance expenses for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Trade and other payables	￦		147,882			118,372			102,388
Short-term borrowings			101,304			52,025			32,928
Long-term borrowings			201,252			221,917			191,638
Debt securities			1,936,682			2,154,599			2,234,148
Exchangeable bonds			2,533			—			—
Other financial liabilities			307,272			398,717			564,139

			2,696,925			2,945,630			3,125,241

Less: Capitalized borrowing costs			(573,346	)		(601,302	)		(743,341	)

	￦		2,123,579			2,344,328			2,381,900

Capitalization rates for the years ended December 31, 2011, 2012 and 2013 are 3.67% ~ 5.30%, 3.25% ~ 5.31% and 3.71% ~ 4.33%, respectively.

F-133

41.

Income Taxes

(1)

Income tax expense for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Current income tax expense
Payment of income tax	￦		569,746			140,969			172,574
Adjustment recognized in the period for current tax of prior period			(44,524	)		28,271			(11,833	)
Current income tax directly recognized in equity			35,799			36,175			(151,076	)

			561,021			205,415			9,665

Deferred income tax expense
Generation and realization of temporary differences			468,133			(224,069	)		(532,604	)
Recognition of unrecognized tax losses in the past, tax credit and temporary differences before prior year			(231,527	)		245,914			(201,420	)
Changes in deferred tax on tax losses incurred in the period			(1,020,378	)		(1,212,610	)		93,668
Unrecognized deferred tax assets			697,779			(27	)		103,555
Tax credit carry forwards			(3,525	)		—			(43,658	)
Changes in tax rates or tax laws			348,368			—			—

			258,850			(1,190,792	)		(580,459	)

Income tax expense (benefit)	￦		819,871			(985,377	)		(570,794	)

(2)

Reconciliation between actual income tax expense (benefit) and amount computed by applying the statutory tax rate of 24.2% to loss before income taxes for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Loss before income tax (expense) benefits	￦		(2,473,126	)		(4,063,346	)		(396,488	)

Income tax benefit computed at applicable tax rate of 24.2%			598,496			983,330			95,950

Adjustments
Additional payment of income taxes or receipt of income tax refunds			36,544			(18,530	)		36,003
Effect of applying gradual tax rate			101			2,332			2,357
Effect of non-taxable revenue			153,928			159,843			82,810
Effect of non-deductible expenses			(315,536	)		(29,744	)		(13,698	)
Effect of tax losses not recognized as deferred tax assets			(697,779	)		—			—
Effects of tax credits and deduction			38,367			82,669			335,710
Recognition of unrecognized tax losses in the past, tax credit, and temporary differences before prior year			237,686			108,511			179,147
Unrecognized deferred tax assets			—			—			(123,227	)
Consolidated deferred income tax			(567,134	)		(321,041	)		(93,984	)
The effect of changes in tax rates (from 22% to 24.2%)			(320,244	)		—			—
Others, net			15,700			18,007			69,726

			(1,418,367	)		2,047			474,844

Income tax (expense) benefit	￦		(819,871	)		985,377			570,794

Effective tax rate			(-)33	%		24	%		144	%

F-134

(3)

Deferred income tax directly adjusted to shareholders’ equity (except for accumulated other comprehensive income) for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Dividends of hybrid securities	￦		—			—			5,455
Loss on disposal of subsidiaries and associates			(22,143	)		(21,204	)		(47,609	)

	￦		(22,143)			(21,204	)		(42,154	)

(4)

Income tax recognized as accumulated other comprehensive income for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011			2012			2013
		In millions of won
Income tax recognized as accumulated other comprehensive income
Gain (loss) on valuation of available-for-sale financial assets	￦		3,369			22,774			(31,367	)
Net change in the unrealized fair value of derivatives using cash flow hedge accounting, net of tax			137			(1,845	)		6,416
Actuarial losses on employee benefit obligations			66,873			34,704			(73,647	)
Investments in associates			(12,763	)		(1,377	)		(10,324	)
Others			326			3,123			—

	￦		57,942			57,379			(108,922	)

F-135

(5)

Changes in deferred income tax assets (liabilities) recognized in the statements of financial position for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance			Amounts recognized in profit or loss			Amount recognized in other comprehensive income			Amounts recognized directly in equity			Ending balance
		In millions of won
Deferred income tax on temporary differences
Employee benefits	￦		453,084			59,327			34,704			—			547,115
Cash flow hedge			(71,459	)		61,940			(1,845	)		—			(11,364	)
Investments in associates or subsidiaries			(5,141,190	)		(110,133	)		(1,377	)		(21,204	)		(5,273,904	)
Property, plant and equipment			(4,940,423	)		(1,385,778	)		—			—			(6,326,201	)
Finance lease			(126,880	)		(33,077	)		—			—			(159,957	)
Intangible assets			32,549			(24,015	)		—			—			8,534
Financial assets at fair value through profit or loss			26,996			3,152			—			—			30,148
Available-for-sale financial assets			(119,591	)		22,950			22,774			—			(73,867	)
Deferred revenue			46,538			(2,786	)		—			—			43,752
Provisions			1,742,895			1,260,594			—			—			3,003,489
Doubtful receivables			9			50			—			—			59
Other finance liabilities			7,066			3,728			—			—			10,794
Gain (loss) on foreign exchange translation			97,078			(91,061	)		—			—			6,017
Allowance for doubtful accounts			(1,646	)		1,561			—			—			(85	)
Accrued income			(2,154	)		813			—			—			(1,341	)
Special deduction			(194,648	)		(277	)		—			—			(194,925	)
Reserve for research and human development			(33,563	)		(6,922	)		—			—			(40,485	)
Others			286,400			109,347			3,123			—			398,870

			(7,938,939	)		(130,587	)		57,379			(21,204	)		(8,033,351	)

Deferred income tax on unused tax losses and tax credit
Tax losses			1,489,803			1,206,362			—			—			2,696,165
Tax credit			32,480			64,716			—			—			97,196
Others			2,355			14,126			—			—			16,481

			1,524,638			1,285,204			—			—			2,809,842

	￦		(6,414,301	)		1,154,617			57,379			(21,204	)		(5,223,509	)

F-136


		2013
		Beginning balance			Amounts recognized in profit or loss			Amount recognized in other comprehensive income			Amounts recognized directly in equity			Ending balance
		In millions of won
Deferred income tax on temporary differences
Employee benefits	￦		547,115			45,213			(73,647	)		—			518,681
Cash flow hedge			(11,364	)		56,939			6,416			—			51,991
Investments in associates or subsidiaries			(5,273,904	)		104,803			(10,324	)		(47,609	)		(5,227,034	)
Property, plant and equipment			(6,326,201	)		264,588			—			—			(6,061,613	)
Finance lease			(159,957	)		17,876			—			—			(142,081	)
Intangible assets			8,534			1,708			—			—			10,242
Financial assets at fair value through profit or loss			30,148			53,497			—			—			83,645
Available-for-sale financial assets			(73,867	)		4,146			(31,367	)		—			(101,088	)
Deferred revenue			43,752			201,054			—			—			244,806
Provisions			3,003,489			147,419			—			—			3,150,908
Doubtful receivables			59			—			—			—			59
Other finance liabilities			10,794			9,607			—			5,455			25,856
Gains (losses) on foreign exchange translation			6,017			(25,181	)		—			—			(19,164	)
Allowance for doubtful accounts			(85	)		7,399			—			—			7,314
Accrued income			(1,341	)		93			—			—			(1,248	)
Special deduction			(194,925	)		140			—			—			(194,785	)
Impairment of non-current assets			—			86,720			—			—			86,720
Reserve for research and human development			(40,485	)		(2,658	)		—			—			(43,143	)
Others			398,870			10,566			—			—			409,436

			(8,033,351	)		983,929			(108,922	)		(42,154	)		(7,200,498	)

Deferred income tax on unused tax losses and tax credit
Tax losses			2,696,165			(194,816	)		—			—			2,501,349
Tax credit			97,196			(41,097	)		—			—			56,099
Others			16,481			(16,481	)		—			—			—

			2,809,842			(252,394	)		—			—			2,557,448

	￦		(5,223,509	)		731,535			(108,922	)		(42,154	)		(4,643,050	)

(6)

Deferred income tax assets (liabilities) recognized in the statements of financial position as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Deferred income tax assets	￦		209,783			359,535
Deferred income tax liabilities			(5,433,292	)		(5,002,585	)

	￦		(5,223,509	)		(4,643,050	)

F-137

(7)

Details of deductible temporary differences, tax losses and unused tax credits not recognized in the deferred income tax assets as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Deductible temporary differences	￦		300,517		441,955
Tax losses and tax credits carryback			2,883,385		29,775

	￦		3,183,902		471,730

(8)

Expiration dates of deductible temporary differences, tax losses and unused tax credits not recognized in the deferred income tax assets as of December 31, 2012 and 2013 are as follows:


		2012				2013
		Tax losses		Tax credits carryback		Tax losses		Tax credits carryback
		In millions of won
Less than 1 year	￦		2,883,385		—		—		4,484
1 ~ 2 years			—		—		—		5,134
2 ~ 3 years			—		—		—		16,945
More than 3 years			—		—		—		3,212

	￦		2,883,385		—		—		29,775

F-138

42.

Expenses Classified by Nature

Expenses classified by nature for the years ended December 31, 2011, 2012 and 2013 are as follows:


		2011
		Selling and administrative expenses		Cost of sales		Total
		In millions of won
Raw materials used	￦		—		20,959,380		20,959,380
Salaries			537,137		2,510,370		3,047,507
Retirement benefit expense			66,955		308,629		375,584
Welfare and benefit expense			104,588		371,475		476,063
Insurance expense			3,065		42,847		45,912
Depreciation			41,900		6,733,214		6,775,114
Amortization of intangible assets			53,525		41,204		94,729
Bad debt expense			14,270		—		14,270
Commission			509,846		307,861		817,707
Advertising expense			21,918		6,046		27,964
Training expense			5,125		7,889		13,014
Vehicle maintenance expense			11,690		6,604		18,294
Publishing expense			2,858		5,070		7,928
Business promotion expense			3,171		4,213		7,384
Rent expense			26,550		80,454		107,004
Telecommunication expense			23,722		74,426		98,148
Transportation expense			226		3,791		4,017
Taxes and dues			64,707		183,636		248,343
Expendable supplies expense			3,720		22,506		26,226
Water, light and heating expense			8,683		15,509		24,192
Repairs and maintenance expense			12,232		1,415,673		1,427,905
Ordinary development expense			134,929		388,990		523,919
Travel expense			11,019		33,567		44,586
Clothing expense			2,356		6,736		9,092
Survey and analysis expense			769		3,004		3,773
Membership fee			609		3,936		4,545
Power purchase			—		7,403,716		7,403,716
Others			86,126		1,784,148		1,870,274

	￦		1,751,696		42,724,894		44,476,590

F-139


		2012
		Selling and administrative expenses		Cost of sales		Total
		In millions of won
Raw materials used	￦		—		23,307,996		23,307,996
Salaries			579,305		2,661,869		3,241,174
Retirement benefit expense			77,432		333,813		411,245
Welfare and benefit expense			103,088		382,098		485,186
Insurance expense			4,048		49,915		53,963
Depreciation			46,498		6,846,179		6,892,677
Amortization of intangible assets			51,779		41,581		93,360
Bad debt expense			37,447		—		37,447
Commission			442,961		325,152		768,113
Advertising expense			23,270		6,818		30,088
Training expense			5,853		8,499		14,352
Vehicle maintenance expense			12,417		10,045		22,462
Publishing expense			2,883		4,095		6,978
Business promotion expense			3,322		3,973		7,295
Rent expense			34,505		86,648		121,153
Telecommunication expense			23,811		67,819		91,630
Transportation expense			387		3,635		4,022
Taxes and dues			46,950		187,617		234,567
Expendable supplies expense			4,999		22,816		27,815
Water, light and heating expense			10,384		24,620		35,004
Repairs and maintenance expense			13,199		1,409,917		1,423,116
Ordinary development expense			142,264		361,750		504,014
Travel expense			12,984		44,346		57,330
Clothing expense			6,438		3,286		9,724
Survey and analysis expense			815		2,513		3,328
Membership fee			672		4,483		5,155
Power purchase			—		9,800,760		9,800,760
Others			92,457		2,457,019		2,549,476

	￦		1,780,168		48,459,262		50,239,430

F-140


		2013
		Selling and administrative expenses		Cost of sales		Total
		In millions of won
Raw materials used	￦		—		23,778,430		23,778,430
Salaries			566,748		2,583,032		3,149,780
Retirement benefit expense			81,051		349,931		430,982
Welfare and benefit expense			107,342		366,234		473,576
Insurance expense			7,408		63,125		70,533
Depreciation			68,222		7,228,205		7,296,427
Amortization of intangible assets			50,266		38,113		88,379
Bad debt expense			40,446		—		40,446
Commission			510,309		359,879		870,188
Advertising expense			28,127		7,133		35,260
Training expense			5,332		10,146		15,478
Vehicle maintenance expense			12,358		9,683		22,041
Publishing expense			3,190		4,088		7,278
Business promotion expense			3,707		4,340		8,047
Rent expense			39,652		93,001		132,653
Telecommunication expense			24,468		69,885		94,353
Transportation expense			347		4,139		4,486
Taxes and dues			43,648		195,076		238,724
Expendable supplies expense			4,453		25,554		30,007
Water, light and heating expense			9,669		27,879		37,548
Repairs and maintenance expense			25,512		1,431,441		1,456,953
Ordinary development expense			166,106		411,027		577,133
Travel expense			13,145		45,928		59,073
Clothing expense			4,374		4,207		8,581
Survey and analysis expense			623		3,471		4,094
Membership fee			774		5,478		6,252
Power purchase			—		11,328,898		11,328,898
Others			105,915		2,147,315		2,253,230

	￦		1,923,192		50,595,638		52,518,830

43.

Earnings (Loss) Per Share

(1)

Basic earnings (loss) per share for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type		2011			2012			2013
		In won
Basic earnings (loss) per share	￦		(5,411	)		(5,083	)		96

(2)

Diluted earnings (loss) per share for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type		2011			2012			2013
		In won
Diluted earnings (loss) per share	￦		(5,411	)		(5,083	)		96

F-141

(3)

Basic earnings (loss) per share

Net income (loss) and weighted average number of common shares used in the calculation of basic earnings (loss) per share for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type		2011			2012			2013
		In millions of won except number of shares
Controlling interest in net income (loss)	￦		(3,370,464	)		(3,166,616	)		60,011
Profit (loss) used in the calculation of total basic earnings (loss) per share			(3,370,464	)		(3,166,616	)		60,011
Weighted average number of common shares			622,884,223			623,034,082			623,034,082

(4)

Diluted earnings (loss) per share

Diluted earnings (loss) per share is calculated by applying adjusted weighted average number of common shares under the assumption that all dilutive potential common shares are converted to common shares.

Earnings used in the calculation of total diluted earnings (loss) per share for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type		2011			2012			2013
		In millions of won except number of shares
Earnings (loss) used in the calculation of total diluted earnings (loss) per share	￦		(3,370,464	)		(3,166,616	)		60,011

Weighted average common shares used in calculating diluted earnings (loss) per share are adjusted from weighted average common shares used in calculating basic earnings (loss) per share. Detailed information of the adjustment for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type	2011		2012		2013
	In number of shares
Weighted average number of common shares		622,884,223		623,034,082		623,034,082
Diluted weighted average number of shares		622,884,223		623,034,082		623,034,082

(5)

There are no potential common shares for the years ended December 31, 2011, 2012 and 2013.

44.

Risk Management

(1)

Capital risk management

The Company manages its capital to ensure that entities in the Company will be able to continue while maximizing the return to shareholder through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt (offset by cash and cash equivalents) and equity. The Company’s overall capital risk management strategy remains unchanged from that of the prior year.

Details of the Company’s capital management accounts as of December 31, 2012 and 2013 are as follows:


		2012			2013
		In millions of won
Total borrowings and debt securities	￦		53,219,409			60,888,150
Cash and cash equivalents			(1,954,949	)		(2,232,313	)

Net borrowings and debt securities			51,264,460			58,655,837

Total shareholder’s equity			51,064,202			51,450,736
Debt to equity ratio			100.39	%		114.00	%

F-142

(2)

Financial risk management

The Company is exposed to various risks related to its financial instruments, such as, market risk (currency risk, interest rate risk, price risk), credit risk. The Company monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyze exposures by degree and magnitude of risks. The Company uses derivative financial instruments to certain hedge risk exposures. The Company’s overall financial risk management strategy remains unchanged from that of the prior year.

(i)

Credit risk

Credit risk is the risk of finance loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises primarily from the sales activities, securities and derivatives. In addition, credit risk exposure may exist within financial guarantees and unused line of credits. As these financial institutions the Company makes transactions with are reputable financial institutions, the credit risk from them are considered limited. The Company decides credit transaction limits based on evaluation of client’s credit, through information obtained from the credit bureau and disclosed financial position at committing contracts.

Credit risk management

Electricity sales, the main operations of the Company are the necessity for daily life and industrial activities of Korean nationals, and have importance as one of the national key industries. The Company dominates the domestic market supplying electricity to customers. The Company is not exposed to credit risk as customers of the Company are from various industries and areas. The Company uses publicly available information and its own internal data related to trade receivables, to rate its major customers and to measure the credit risk that a counter party will default on a contractual obligation. For the incurred but not recognized loss, it is measured considering overdue period.

‚

Impairment and allowance account

In accordance with the Company policies, individual material financial assets are assessed on a regular basis, trade receivables that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Value of the acquired collateral (including the confirmation of feasibility) and estimated collectable amounts are included in this assessment.

Allowance for bad debts assessed on a collective basis are recognized for (i) the Company of assets which individually are not material and (ii) incurred but not recognized losses that are assessed using statistical methods, judgment and past experience.

Book values of the financial assets represent the maximum exposed amounts of the credit risk. Details of the Company’s level of maximum exposure to credit risk as of December 31, 2012 and 2013 are as follows:


		2012		2013
		In millions of won
Cash and cash equivalents	￦		1,954,949		2,232,313
Derivative assets (trading)			55,891		4,118
Available-for-sale financial assets			1,141,194		1,256,765
Held-to-maturity investments			2,216		2,285
Loans and receivables			673,388		608,239
Long-term/short-term financial instruments			469,393		385,382
Derivative assets (using hedge accounting)			187,811		82,376
Trade and other receivables			8,438,955		9,170,644
Financial guarantee contracts(*)			262,624		261,565

(*)

Maximum exposure associated with the financial guarantee contracts is the maximum amounts of the obligation.

F-143

Financial guarantee contracts as of December 31, 2013 are as follows:


Type	Company	Currency		Amounts
	In thousands of U.S. dollars
Joint ventures	KEPCO SPC Power Corporation		USD		189,565
Other	UAE Shuweihat S3		USD		58,294

					247,859

As of the reporting date, there are no financial assets and non-financial assets that were acquired through the exercise of the right of collateralized assets and reinforcement of credit arrangement.

(ii)	Market risk

Market risk is the risk that the Company’s fair values of the financial instruments or future cash flows are affected by the changes in the market. Market risk consists of interest rate risk, currency risk and other price risk.

(iii)

Sensitivity analysis

Significant assets and liabilities with uncertainties in underlying assumptions

Defined benefit obligation

The following is a sensitivity analysis of defined benefit obligation assuming a 1% increase and decrease movements in the actuarial valuation assumptions as of December 31, 2012 and 2013 are as follows:


			2012						2013
Type	Accounts		1% Increase			1% Decrease			1% Increase			1% Decrease
	In millions of won
Future salary increases	Defined benefit obligation	￦		309,178			(273,048	)		257,512			(316,563	)
Discount rate	Defined benefit obligation			(279,062	)		332,023			(236,761	)		274,619

Changes of employee benefits assuming a 1% increase and decrease movements in discount rate on plan asset for the years ended December 31, 2012 and 2013 are ￦4,300 million and ￦4, 776 million, respectively.

‚

Provisions

Changes in provisions due to movements in underlying assumptions as of December 31, 2012 and 2013 are as follows:


Type	Accounts	2012			2013
PCBs	Inflation rate		3.10	%		3.10	%
	Discount rate		4.92	%		4.92	%
Nuclear plants	Inflation rate		2.93	%		2.93	%
	Discount rate		4.49	%		4.49	%
Spent fuel	Inflation rate		2.93	%		2.93	%
	Discount rate		4.49	%		4.49	%

F-144

The following is a sensitivity analysis of provisions assuming a 0.1% increase and decrease movements in the underlying assumptions as of December 31, 2012 and 2013 are as follows:


			2012						2013
Type	Accounts		0.1% Increase			0.1% Decrease			0.1% Increase			0.1% Decrease
	In millions of won
Discount rate	PCBs	￦		(1,262	)		1,273			(1,086	)		1,095
	Nuclear plants			(220,842	)		227,158			(221,516	)		227,667
	Spent fuel			(45,385	)		47,128			(46,164	)		47,953
Inflation rate	PCBs			1,295			(1,285	)		1,113			(1,106	)
	Nuclear plants			230,431			(224,364	)		240,778			(234,438	)
	Spent fuel			48,219			(46,492	)		48,646			(46,895	)

Management judgment effected by uncertainties in underlying assumptions

Foreign currency risk

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The carrying amounts of the Company’s foreign currency denominated monetary assets and monetary liabilities as of December 31, 2012 and 2013 are as follows:


	Assets				Liabilities
Type	2012		2013		2012		2013
	In thousands of foreign currencies
AUD		1,188		1,460		152,692		321,444
CAD		2,314		4		4		611
CNY		1		1		—		—
EUR		9,091		27,946		18,792		33,398
IDR		711,304		546,902		1,726		2,973
MXN		703		5,064		—		426
PHP		1,043,932		248,623		31,675		22,954
SAR		1,309		1,565		—		—
USD		292,256		627,504		9,866,661		11,207,483
INR		417,544		362,996		52,755		500,933
PKR		63,445		116,847		277		650
MGA		240,233		2,124,218		92,979		101,503
JPY		520		176,921		20,006,730		22,521,580
KZT		720,121		164,790		—		16,517
GBP		6		—		253		4
CHF		—		143,120		223		400,012
AED		220		288		1,829		809
SEK		—		—		1,105		—
JOD		—		132		—		1
BDT		—		34,753		—		2,977
CLP		—		93		—		—

A sensitivity analysis on the Company’s income for the period assuming a 10% increase and decrease in currency exchange rates as of December 31, 2012 and 2013 are as follows:


		2012					2013
Type		10% Increase			10% Decrease		10% Increase			10% Decrease
		In millions of won
Increase (decrease) of income before income tax	￦		(1,064,578	)		1,064,578		(1,199,673	)		1,199,673
Increase (decrease) of shareholder’s equity(*)			(1,064,578	)		1,064,578		(1,199,673	)		1,199,673

(*)

The effect on the shareholders’ equity excluding the impact of income taxes.

F-145

Sensitivity analysis above is conducted for monetary assets and liabilities denominated in foreign currencies other than functional currency, without consideration of hedge effect of related derivatives, as of December 31, 2012 and 2013.

To manage its foreign currency risk related to foreign currency denominated receivables and payables, the Company has a policy to enter into currency forward agreements. In addition, to manage its foreign currency risk related to foreign currency denominated expected sales transactions and purchase transactions, the Company enters into cross-currency swap agreements.

‚

Interest rate risk

The Company is exposed to interest rate risk due to its borrowing with floating interest rates. A 1% increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the reasonably possible change in interest rates.

The Company’s borrowings and debt securities with floating interest rates as of December 31, 2012 and 2013 are as follows:


Type		2012		2013
		In millions of won
Short-term borrowings	￦		—		48,981
Long-term borrowings			5,897,076		5,029,163
Debt securities			1,920,435		2,268,065

	￦		7,817,511		7,346,209

A sensitivity analysis on the Company’s long-term borrowings and debt securities assuming a 1% increase and decrease in interest rates, without consideration of hedge effect of related derivatives for the years ended December 31, 2012 and 2013 are as follows:


		2012					2013
Type		1% Increase			1% Decrease		1% Increase			1% Decrease
		In millions of won
Increase (decrease) of profit before income tax	￦		(78,175	)		78,175		(73,462	)		73,462
Increase (decrease) of shareholder’s equity(*)			(78,175	)		78,175		(73,462	)		73,462

(*)

The effect on the shareholders’ equity excluding the impact of income taxes.

To manage its interest rate risks, the Company enters into certain interest swap agreements or maintains an appropriate mix of fixed and floating rate borrowings.

Electricity rates risk

The Company is exposed to electricity rates risk due to the rate regulation of the government which considers the effect of electricity rate on the national economy.

A sensitivity analysis on the Company’s income for the period assuming a 1% increase and decrease in price of electricity for the years ended December 31, 2012 and 2013 are as follows:


		2012					2013
Type		1% Increase		1% Decrease			1% Increase		1% Decrease
		In millions of won
Increase (decrease) of profit before income tax	￦		469,732		(469,732	)		511,121		(511,121	)
Increase (decrease) of shareholder’s equity(*)			469,732		(469,732	)		511,121		(511,121	)

(*)

The effect on the shareholders’ equity excluding the impact of income taxes.

F-146

(iv)

Liquidity risk

The Company has established an appropriate liquidity risk management framework for the management of the Company’s short, medium and long-term funding and liquidity management requirements. The Company manages liquidity risk by continuously monitoring forecasted and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

In addition, the Company has established credit lines on its trade financing and bank overdrafts, and through payment guarantees it has received, it maintains an adequate credit (borrowing) line. In addition, The Company has the ability to utilize excess cash or long-term borrowings for major construction investments.

The following table shows the details of maturities of non-derivative financial liabilities as of December 31, 2012 and 2013. This table, based on the undiscounted cash flows of the non-derivative financial liabilities, has been completed based on the respective liabilities’ earliest maturity date.


		2012
Type		Less than 1 year		1~2 Years		2~5 Years		More than 5 years		Total
		In millions of won
Borrowings and debt securities	￦		7,697,878		7,782,782		18,710,343		19,147,225		53,338,228
Finance lease liabilities			221,381		202,309		542,393		556,276		1,522,359
Trade and other payables			5,480,048		375,567		792,829		2,119,930		8,768,374
Financial guarantee contracts(*)			24,871		87,309		74,614		75,830		262,624

	￦		13,424,178		8,447,967		20,120,179		21,899,261		63,891,585


		2013
Type		Less than 1 year		1~2 Years		2~5 Years		More than 5 years		Total
		In millions of won
Borrowings and debt securities	￦		9,676,694		8,052,432		25,845,951		29,021,954		72,597,031
Finance lease liabilities			202,309		184,809		532,119		381,742		1,300,979
Trade and other payables			5,777,455		397,279		751,577		2,053,005		8,979,316
Financial guarantee contracts(*)			88,190		26,673		80,019		66,683		261,565

	￦		15,744,648		8,661,193		27,209,666		31,523,384		83,138,891

(*)

Total guarantee amounts associated with the financial guarantee contracts. Financial guarantee liabilities which are recognized as of December 31, 2012 and 2013 are ￦9,086 million and ￦8,789 million, respectively.

The expected maturities for non-derivative financial assets as of December 31, 2012 and 2013 in detail are as follows:


		2012
Type		Less than 1 year		1~5 Years		More than 5 years		*Other()**		Total
		In millions of won
Cash and cash equivalents	￦		1,954,949		—		—		—		1,954,949
Available-for-sale financial assets			—		—		—		1,141,194		1,141,194
Held-to-maturity investments			196		1,912		—		108		2,216
Loans and receivables			72,888		351,320		271,725		45,688		741,621
Long-term/short-term financial instruments			468,351		734		—		308		469,393
Trade and other receivables			7,187,490		621,050		640,287		—		8,448,827

	￦		9,683,874		975,016		912,012		1,187,298		12,758,200

F-147


		2013
Type		Less than 1 year		1~5 Years		More than 5 years		*Other()**		Total
		In millions of won
Cash and cash equivalents	￦		2,232,313		—		—		—		2,232,313
Available-for-sale financial assets			—		76		—		1,256,689		1,256,765
Held-to-maturity investments			168		2,105		12		—		2,285
Loans and receivables			51,503		242,827		298,397		75,165		667,892
Long-term/short-term financial instruments			384,199		—		615		568		385,382
Trade and other receivables			7,528,508		731,914		802,752		115,849		9,179,023

	￦		10,196,691		976,922		1,101,776		1,448,271		13,723,660

(*)

Amount represents available-for-sale assets whose maturities cannot be presently determined.

Derivative liabilities classified by maturity periods which from reporting date to maturity date of contract as of December 31, 2012 and 2013 are as follows:


		2012
Type		Less than 1 year			1~2 Years			2~5 Years			More than 5 years			Total
		In millions of won
Net settlement
—Trading	￦		(449	)		—			—			—			(449	)
Gross settlement
—Trading			(89,554	)		(214,501	)		(64,634	)		—			(368,689	)
—Hedging			(53,091	)		(16,246	)		(88,147	)		(93,554	)		(251,038	)

	￦		(143,094	)		(230,747	)		(152,781	)		(93,554	)		(620,176	)


		2013
Type		Less than 1 year			1~2 Years			2~5 Years			More than 5 years			Total
		In millions of won
Gross settlement
—Trading	￦		(314,891	)		(134,050	)		(33,831	)		(44,343	)		(527,115	)
—Hedging			(64,794	)		(26,409	)		(187,689	)		(49,071	)		(327,963	)

	￦		(379,685	)		(160,459	)		(221,520	)		(93,414	)		(855,078	)

(3)

Fair value risk

The fair value of the Company’s actively-traded financial instruments (i.e. short-term financial assets held for trading, available-for-sale financial assets, etc.) is based on the traded market-price as of the reporting period end. The fair value of the Company’s financial assets is the amount which the asset could be exchanged for or the amount a liability could be settled for.

The fair values of financial instruments where no active market exists or where quoted prices are not otherwise available are determined by using valuation techniques. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and option pricing models. If there is a valuation technique commonly used by market participants to price the instrument and that technique has been demonstrated to provide reliable estimates of prices obtained in actual market transactions, the Company uses that technique.

F-148

For trade receivables and payables, the Company considers the carrying value net of impairment as fair value. While for disclosure purposes, the fair value of financial liabilities is estimated by discounting a financial instruments with similar contractual cash flows based on the effective interest method.

(i)

Fair value and book value of financial assets and liabilities as of December 31, 2012 and 2013 are as follows:


		2012				2013
Type		Book value		Fair value		Book value		Fair value
		In millions of won
Assets recognized at fair value
Available-for-sale financial assets(*1)	￦		1,141,194		1,141,194		1,256,765		1,256,765
Derivative assets (trading)			55,891		55,891		4,118		4,118
Derivative assets (using hedge accounting)			187,811		187,811		82,376		82,376
Long-term financial instruments			1,042		1,042		1,183		1,183
Short-term financial instruments			468,351		468,351		384,199		384,199

			1,854,289		1,854,289		1,728,641		1,728,641

Assets carried at amortized cost
Held-to-maturity investments			2,216		2,216		2,285		2,285
Loans and receivables			673,388		673,388		608,239		608,239
Trade and other receivables			8,438,955		8,438,955		9,170,644		9,170,644
Cash and cash equivalents			1,954,949		1,954,949		2,232,313		2,232,313

			11,069,508		11,069,508		12,013,481		12,013,481

Liabilities recognized at fair value
Derivative liabilities (trading)			369,138		369,138		491,035		491,035
Derivative assets (using hedge accounting)			251,038		251,038		209,440		209,440

			620,176		620,176		700,475		700,475

Liabilities carried at amortized cost
Secured borrowings			—		—		582,053		579,111
Unsecured bond			46,328,513		48,557,218		54,878,897		57,226,079
Finance lease liabilities			1,007,169		1,007,169		884,966		884,966
Unsecured borrowings			6,890,896		6,898,344		5,383,966		5,493,786
Trade and other payables(*2)			9,584,986		9,584,986		8,979,316		8,979,316
Bank overdraft			—		—		43,233		43,233

	￦		63,811,564		66,047,717		70,752,431		73,206,491

(*1)

Book values of equity securities held by the Company that were measured at cost as of December 31, 2012 and 2013 are ￦296,897 million and ￦330,001 million, respectively, as a quoted market price does not exist in an active market and its fair value cannot be measured reliably.

(*2)

Excludes finance lease liabilities.

(ii)

Interest rates used for determining fair value

The interest rates used to discount estimated cash flows, when applicable, are based on the government yield curve at the reporting date plus an adequate credit spread.

The discount rate used for calculating fair value as of December 31, 2012 and 2013 are as follows:


Type	2012		2013
Derivatives		0.34%~2.64%		0.17%~4.34%
Borrowings and debt securities		2.85%~3.75%		1.40%~4.11%
Finance lease		9.00%~10.80%		9.00%~10.80%

F-149

(iii)

Fair value hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, classified as Level 1, 2, or 3, based on the degree to which the fair value is observable.

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2: Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3: Inputs that are not based on observable market data.

Fair values of financial instruments by hierarchy level as of December 31, 2012 and 2013 are as follows:


		2012
Type		Level 1		Level 2		Level 3		Total
		In millions of won
Financial assets at fair value
Available-for-sale financial assets	￦		652,142		—		192,155		844,297
Derivative assets			—		243,702		—		243,702

			652,142		243,702		192,155		1,087,999

Financial liabilities at fair value
Derivative liabilities			—		610,685		9,491		620,176


		2013
Type		Level 1		Level 2		Level 3		Total
		In millions of won
Financial assets at fair value
Available-for-sale financial assets	￦		740,805		—		185,959		926,764
Derivative assets			—		86,494		—		86,494

			740,805		86,494		185,959		1,013,258

Financial liabilities at fair value
Derivative liabilities			—		700,475		—		700,475

Changes of financial assets and liabilities which are classified as level 3 for the years ended December 31, 2012 and 2013 are as follows:


		2012
		Beginning balance		Acquisition		Valuation			Disposal			*Other()**		Ending balance
		In millions of won
Financial assets at fair value
Available-for-sale financial assets
Unlisted securities	￦		238,561		—		(68,924	)		—			—		169,637
Debt securities			—		22,518		—			—			—		22,518
Financial liabilities at fair value
Derivative liabilities
Derivative liabilities (trading)			7,779		—		9,491			(7,779	)		—		9,491

(*)	Amount due to foreign currency translation.

F-150


		2013
		Beginning balance		Acquisition		Reclassified category		Valuation		Disposal			*Other()**			Ending balance
		In millions of won
Financial assets at fair value
Available-for-sale financial assets
Unlisted securities	￦		169,637		—		784		883		—			—			171,304
Debt securities			22,518		—		—		—		—			(7,863	)		14,655
Financial liabilities at fair value
Derivative liabilities
Derivative liabilities (trading)			9,491		—		—		—		(9,491	)		—			—

45.

Service Concession Arrangements

(1)

Significant terms and concession period of the arrangement

The Company has entered into a contract with National Power Corporation (the “NPC”), based in the Republic of the Philippines whereby the Company can collect the electricity rates which are composed of fixed costs and variable costs during the concession period after building, rehabilitating, and operating the power plant.

(2)

Rights and classification of the arrangement

The Company has the rights to use and own the power plant during the concession period from 2002 to 2022. At the end of the concession period, the Company has an obligation to transfer its ownership of the power plant to NPC.

(3)

The Company’s expected future collections of service concession arrangements as of December 31, 2013 are as follows:


Type	Amounts
	In millions of won
Less than 1 year	￦	206,997
1~ 2 years		206,997
2~ 3 years		206,997
Each year thereafter through 2022		250,121

46.

Related Parties

(1)

Related parties of the Company as of December 31, 2013 are as follows:


Type		Related party
Parent		Korean Government

Subsidiaries (80 subsidiaries)		Korea Hydro & Nuclear Power Co., Ltd., Korea South-East Power Co., Ltd., Korea Midland Power Co., Ltd., Korea Western Power Co., Ltd., Korea Southern Power Co., Ltd., Korea East-West Power Co., Ltd., KEPCO Engineering & Construction Company, Inc., KEPCO Plant Service & Engineering Co., Ltd., KEPCO Nuclear Fuel Co., Ltd., KEPCO KDN Co., Ltd., Garorim Tidal Power Plant Co., Ltd., Korea Engineering & Power Services Co., Ltd., KEPCO International Hong Kong Ltd., KEPCO International Philippines Inc., KEPCO Gansu International Ltd., KEPCO Philippines Holdings Inc.,

F-151


Type		Related party

		KEPCO Philippines Corporation, KEPCO Ilijan Corporation, KEPCO Lebanon SARL, KEPCO Neimenggu International Ltd., KEPCO Shanxi International Ltd., KOMIPO Global Pte Ltd., KEPCO Canada Energy Ltd., KEPCO Netherlands B.V., KOREA Imouraren Uranium Investment Corp. KEPCO Australia Pty., Ltd., KOSEP Australia Pty., Ltd., KOMIPO Australia Pty., Ltd., KOWEPO Australia Pty., Ltd., KOSPO Australia Pty., Ltd. KEPCO Middle East Holding Company, Qatrana Electric Power Company, KHNP Canada Energy Ltd., KEPCO Bylong Australia Pty., Ltd., Korea Waterbury Uranium Limited Partnership, KEPCO Canada Uranium Investment Limited Partnership, Korea Electric Power Nigeria Ltd., KEPCO Holdings de Mexico, KST Electric Power Company, KEPCO Energy Service Company, KEPCO Netherlands S3 B.V., PT. KOMIPO Pembangkitan Jawa Bali, PT. Cirebon Power Service, KOWEPO International Corporation, KOSPO Jordan LLC, EWP Philippines Corporation (Formerly, EWP Cebu Corporation), EWP Philippine Holdings Corporation, EWP America Inc., EWP Renewable Co., DG Fairhaven Power, LLC, DG Kings Plaza Holdings, LLC, DG Kings Plaza, LLC, DG Kings Plaza II, LLC, DG Whitefield, LLC, Springfield Power, LLC, KNF Canada Energy Limited, PT KEPCO Resource Indonesia, EWP Barbados 1 SRL, California Power Holdings, LLC, Gyeonggi Green Energy Co., Ltd., PT. Tanggamus Electric Power, Gyeongju Wind Power Co., Ltd., KOMIPO America Inc., Boulder Solar Power, LLC, EWPRC Biomass Holdings, LLC, KOSEP USA, INC., PT. EWP Indonesia, KOWEPO America LLC., KEPCO Netherlands J3 B.V., Korea Offshore Wind Power Co., Ltd., Global One Pioneer B.V., Global Energy Pioneer B.V., KOSEP Wind Power, LLC., Mira Power Limited, KOSEP Material Co., Ltd., Commerce and Industry Energy Co., Ltd., KEPCO Singapore Holding Pte., Ltd., KOWEPO India Private Limited, KEPCO KPS Philippines Corp., KOSPO Chile SpA.

Associates (58 associates)		Daegu Green Power Co., Ltd., Korea Gas Corporation, Korea Electric Power Industrial Development Co., Ltd., YTN Co., Ltd., Cheongna Energy Co., Ltd., Gangwon Wind Power Co., Ltd., Hyundai Green Power Co., Ltd., Korea Power Exchange, AMEC Partners Korea, Hyundai Energy Co., Ltd., Ecollite Co., Ltd., Taebaek Wind Power Co., Ltd., Alternergy Philippine Investments Corporation, Muju Wind Power Co., Ltd., Pyeongchang Wind Power Co., Ltd., Daeryun Power Co., Ltd., JinanJangsu Wind Power Co., Ltd., Changjuk Wind Power Co., Ltd., KNH Solar Co., Ltd., SPC Power Corporation, Gemeng International Energy Co., Ltd., PT. Cirebon Electric Power, KNOC Nigerian East Oil Co., Ltd., KNOC Nigerian West Oil Co., Ltd., Dolphin Property Limited, E-Power S.A., PT Wampu Electric Power, PT. Bayan Resources TBK, S-Power Co., Ltd., Pioneer Gas Power Limited, Eurasia Energy Holdings, Xe-Pian Xe-Namnoy Power Co., Ltd., Busan Solar Co., Ltd., Hadong Mineral Fiber Co., Ltd., Green Biomass Co., Ltd., Gumi-ochang Photovoltaic Power Co., Ltd., Chungbuk Photovoltaic Power Co., Ltd., Cheonan Photovoltaic Power Co., Ltd., PT. Mutiara Jawa, Hyundai Asan Solar Power Co., Ltd., Heang Bok Do Si Photovoltaic Power Co., Ltd., Jeonnam Solar Co., Ltd., DS POWER Co., Ltd., D Solarenergy Co., Ltd., Dongducheon Dream Power Co., Ltd.,

F-152


Type		Related party

		KS Solar Corp. Ltd., KOSCON Photovoltaic Co., Ltd., Yeongwol Energy Station Co., Ltd., Yeonan Photovoltaic Co., Ltd., Q1 Solar Co., Ltd., Jinbhuvish Power Generation, Best Solar Energy Co., Ltd., Seokcheon Solar Power Co., Ltd., SE Green Energy Co., Ltd., Daegu Photovoltaic Co., Ltd., Jeongam Wind Power Co., Ltd., Korea Power Engineering Service Co., Ltd., Golden Route J Solar Power Co., Ltd.

Joint ventures (36 joint ventures)		KEPCO-Uhde Inc., Eco Biomass Energy Sdn. Bhd., Datang Chaoyang Renewable Power Co., Ltd., Shuweihat Asia Power Investment B.V., Shuweihat Asia Operation & Maintenance Company, Waterbury Lake Uranium L.P., ASM-BG Investicii AD, RES Technology AD, KV Holdings, Inc., KEPCO SPC Power Corporation, Canada Korea Uranium Limited Partnership, KEPCO Energy Resource Nigeria Limited, Gansu Datang Yumen Wind Power Co., Ltd., Datang Chifeng Renewable Power Co., Ltd., Datang KEPCO Chaoyang Renewable Power Co., Ltd., Rabigh Electricity Company, Rabigh Operation & Maintenance Company, Jamaica Public Service Company Limited, KW Nuclear Components Co., Ltd., Busan shinho Solar power Co., Ltd., STX Electric Power Co., Ltd., YEONGAM Wind Power Co., Ltd., Global Trade Of Power System Co., Ltd., Expressway Solar-light Power Generation Co., Ltd, KODE NOVUS 1 LLC., KODE NOVUS 2 LLC., Daejung Offshore Wind Power Co., Ltd., Arman Asia Electric Power Company, KEPCO-ALSTOM Power Electronics Systems, Inc., Dongbu Power Dangjin Corporation, Honam Wind Power Co., Ltd., Nepal Water & Energy Development Company Pty Ltd., Kelar S.A, PT. Tanjung Power Indonesia, Incheon New Power Co., Ltd., Seokmun Energy Co., Ltd.

Others		Korea Finance Corporation

(2)

Transactions between the Company and its subsidiaries are eliminated in the consolidation and will not be shown as notes.

(3)

Related party transactions for the years ended December 31, 2011, 2012 and 2013 are as follows:


			Sales and others
Company name	Transaction type		2011		2012		2013
			In millions of won
<Associates>
Daegu Green Power Co., Ltd.	Electricity sales	￦		—		4		121
Dongducheon Dream Power Co., Ltd.	Rental income and others			—		—		11,603
Korea Gas Corporation	Electricity sales			42,138		63,882		124,244
SE Green Energy Co., Ltd.	Service			—		—		1
Daegu Photovoltaic Co., Ltd.	Service			—		—		5
Jeongam Wind Power Co., Ltd.	Service			—		—		3
Yeongwol Energy Station Co., Ltd.	Service			—		—		27,900
KOSCON Photovoltaic Co., Ltd.	Service			—		—		1
Yeonan Photovoltaic Co., Ltd.	Service			—		—		52
Q1 Solar Co., Ltd.	Service			—		—		262
Best Solar Energy Co., Ltd.	Service			—		—		39
Incheon New Power Co., Ltd.	Construction revenue			—		—		1,435
Korea Electric Power Industrial Development Co., Ltd.	Service			5,778		12,417		13,014

F-153


			Sales and others
Company name	Transaction type		2011		2012		2013
			In millions of won
YTN Co., Ltd.	Electricity sales	￦		978		1,714		4,070
Cheongna Energy Co., Ltd.	Rental income and others			7,940		3,434		13,117
Gangwon Wind Power Co., Ltd.	Dividend income			115		134		2,133
Hyundai Green Power Co., Ltd.	Dividend income			10,190		16,185		15,896
Korea Power Exchange	Service			9,576		29,351		26,710
Hyundai Energy Co., Ltd.	Service			9,079		13,740		21,535
Ecollite Co., Ltd.	Interest income			35		1		866
Taebaek Wind Power Co., Ltd.	Service			—		—		626
Pyeongchang Wind Power Co., Ltd.	Architectural engineering			246		356		65
Daeryun Power Co., Ltd.	Electricity sales			68		49		780
Changjuk Wind Power Co., Ltd.	Service			—		6		751
KNH Solar Co., Ltd.	Electricity sales			—		7		19
Busan Solar Co., Ltd.	Service			—		—		2
SPC Power Corporation	Dividend income			9		194		—
PT. Cirebon Electric Power	Service			1,092		442		—
Dolphin Property Limited	Service			—		—		32
E-POWER S.A.	Dividend income			—		623		1,902
				—
<Joint ventures>
KEPCO SPC Power Corporation	Interest income			12,428		20,222		15,921
KEPCO-ALSTOM Power Electronics Systems, Inc	Service			—		—		796
Dongbu Power Dangjin Corporation	Technical fee			—		—		1,431
Seokmun Energy Co., Ltd.	Technical fee			—		—		1,138
KW Nuclear Components Co., Ltd.	Service			87		900		829
STX Electric Power Co., Ltd.	Architectural engineering			4,441		11,201		3,484
YEONGAM Wind Power Co., Ltd.	Service			—		—		255
Expressway Solar-light Power Generation Co., Ltd	Service			—		—		215
Datang Chifeng Renewable Power Co., Ltd.	Interest income			4,642		3,248		2,460
Rabigh Electricity Company	Service			—		—		676
Rabigh Operation & Maintenance Company	Rental income and others			—		—		2,091
Jamaica Public Service Company Limited	Service			1,189		2,817		2,798
KV Holdings, Inc.	Dividend income			—		—		319
Arman Asia Electric Power Company	Service			—		—		18,092


			Purchase and others
Company name	Transaction type		2011		2012		2013
			In millions of won
<Associates>
Korea Gas Corporation	Purchase of power generation fuel	￦		9,377,458		11,644,660		12,936,962
Gumi-ochang Photovoltaic Power Co., Ltd.	REC Purchase			—		1,367		6,498
Chungbuk Photovoltaic Power Co., Ltd.	REC Purchase			—		139		1,214
Cheonan Photovoltaic Power Co., Ltd.	REC Purchase			—		65		1,039

F-154


			Purchase and others
Company name	Transaction type		2011		2012		2013
			In millions of won
Daegu Photovoltaic Co., Ltd.	Electricity purchase	￦		—		—		1,943
Golden Route J Solar Power Co., Ltd.	Service			—		—		983
KOSCON Photovoltaic Co., Ltd.	Electricity purchase			—		—		549
Yeonan Photovoltaic Co., Ltd.	Electricity purchase			—		—		162
Q1 Solar Co., Ltd.	Electricity purchase			—		—		904
Best Solar Energy Co., Ltd.	Electricity purchase			—		—		86
Seokcheon Solar Power Co., Ltd.	Service			—		—		2,003
D Solarenergy Co., Ltd.	Electricity purchase			—		—		29
Korea Electric Power Industrial Development Co., Ltd.	Electricity metering			188,481		175,644		188,551
YTN Co., Ltd.	Service			915		776		785
Gangwon Wind Power Co., Ltd.	Electricity purchase			—		34,342		38,980
Hyundai Green Power Co., Ltd.	Electricity purchase			—		269,199		313,164
Korea Power Exchange	Electricity purchase			66,894		77,448		80,279
Hyundai Energy Co., Ltd.	Electricity purchase			—		—		1,643
Taebaek Wind Power Co., Ltd.	REC Purchase			—		3,097		11,680
Changjuk Wind Power Co., Ltd.	Electricity purchase			—		1,473		11,893
KNH Solar Co., Ltd.	REC Purchase			—		657		5,406
Busan Solar Co., Ltd.	Electricity purchase			—		—		4,433
Green Biomass Co., Ltd.	Woodchip purchase			—		518		869

<Joint ventures>
KEPCO-ALSTOM Power Electronics Systems, Inc	Service			—		—		143
Busan shinho Solar power Co., Ltd.	Electricity purchase			—		—		8,944
Global Trade of Power System Co., Ltd.	Plant facility purchase			—		—		574
Expressway Solar-light Power Generation Co., Ltd	Electricity purchase			—		—		1,319
Jamaica Public Service Company Limited	Service			392		207		104

(4)

Receivables and payables arising from related party transactions as of December 31, 2012 and 2013 are as follows:


			Receivables				Payables
Company name	Type		2012		2013		2012		2013
			In millions of won
Daegu Green Power Co., Ltd.	Trade receivables	￦		3		35		—		—
	Non-trade receivables and others			9,900		—		—		—
Korea Gas Corporation	Trade receivables			4,585		8,237		—		—
	Non-trade receivables and others			204		1,507		—		—
	Trade payables			—		—		1,409,650		1,208,072
	Non-trade payables and others			—		—		101		101

F-155


			Receivables				Payables
Company name	Type		2012		2013		2012		2013
			In millions of won
Chungbuk Photovoltaic Power Co., Ltd.	Non-trade payables and others	￦		—		—		22		57
Cheonan Photovoltaic Power Co., Ltd	Non-trade payables and others			—		—		7		—
Daegu Photovoltaic Co., Ltd.	Non-trade payables and others			—		—		—		212
Jeongam Wind Power Co., Ltd.	Non-trade payables and others			—		—		—		6
Golden Route J Solar Power Co., Ltd.	Non-trade payables and others			—		—		—		48
Yeongwol Energy Station Co., Ltd.	Trade receivables			—		11,413		—		—
KOSCON Photovoltaic Co., Ltd.	Non-trade payables and others			—		—		—		45
Yeonan Photovoltaic Co., Ltd.	Trade receivables			—		23		—		—
	Non-trade payables and others			—		—		—		20
Best Solar Energy Co., Ltd.	Non-trade payables and others			—		—		—		21
Seokcheon Solar Power Co., Ltd.	Non-trade payables and others			—		—		—		154
D Solarenergy Co., Ltd.	Non-trade payables and others			—		—		—		29
Incheon New Power Co., Ltd.	Non-trade payables and others			—		—		—		1,483
Korea Electric Power Industrial Development Co., Ltd.	Trade receivables			40		590		—		—
	Non-trade receivables and others			552		129		—		—
	Non-trade payables and others			—		—		15,004		24,357
DS Power Co., Ltd.	Non-trade payables and others			—		—		—		1
YTN Co., Ltd.	Trade receivables			1		51		—		—
	Non-trade payables and others			—		—		28		110
Cheongna Energy Co., Ltd.	Trade receivables			158		133		—		—
	Non-trade receivables and others			2,093		1,805		—		—
Gangwon Wind Power Co., Ltd.	Trade receivables			9		7		—		—
	Trade payables			—		—		3,679		3,720
Hyundai Green Power Co., Ltd.	Trade receivables			676		1,311		—		—
	Trade payables			—		—		23,553		28,427
Korea Power Exchange	Trade receivables			2,296		3,810		—		—
	Non-trade receivables and others			41		147		—		—
	Trade payables			—		—		3,910		3,497
	Non-trade payables and others			—		—		3,490		6,709

F-156


		Receivables				Payables
Company name	Type	2012		2013		2012		2013
		In millions of won
Hyundai Energy Co., Ltd.	Trade receivables	￦	150		60		—		—
	Non-trade receivables and others		4,018		17,936		—		—
	Non-trade payables and others		—		—		—		8,823
Taebaek Wind Power Co., Ltd.	Trade receivables		—		129		—		—
Taebaek Wind Power Co., Ltd.	Non-trade payables and others		—		—		677		703
Pyeongchang Wind Power Co., Ltd.	Trade receivables		—		186		—		—
Daeryun Power Co., Ltd.	Trade receivables		9		208		—		—
Changjuk Wind Power Co., Ltd.	Trade receivables		—		92		—		—
Changjuk Wind Power Co., Ltd.	Non-trade payables and others		—		—		509		797
Busan Solar Co., Ltd.	Trade payables		—		—		135		—
Busan Solar Co., Ltd.	Non-trade payables and others		—		—		—		3
KNH Solar Co., Ltd.	Trade receivables		1		1		—		—
Green Biomass Co., Ltd.	Non-trade receivables and others		—		258		—		—
Green Biomass Co., Ltd.	Non-trade payables and others		—		—		—		45
SPC Power Corporation	Non-trade receivables and others		—		6		—		—
E-POWER S.A.	Non-trade receivables and others		2		2		—		—
<Joint ventures>
KEPCO SPC Power Corporation	Trade receivables		3,673		10,237		—		—
KEPCO SPC Power Corporation	Non-trade receivables and others		9,934		—		—		—
KEPCO-ALSTOM Power Electronics Systems, Inc	Non-trade receivables and others		—		473		—		—
Dongbu Power Dangjin Corporation	Non-trade receivables and others		—		1,575		—		—
Seokmun Energy Co., Ltd.	Non-trade receivables and others		—		196		—		—
STX Electric Power Co., Ltd.	Trade receivables		8,470		323		—		—
STX Electric Power Co., Ltd.	Non-trade receivables and others		79		100		—		—
Busan Shinho Solar power Co., Ltd.	Non-trade payables and others		—		—		—		1,132
YEONGAM Wind Power Co., Ltd.	Trade receivables		—		252		—		—
Datang Chifeng Renewable Power Co., Ltd.	Trade receivables		—		613		—		—
Datang Chifeng Renewable Power Co., Ltd.	Non-trade receivables and others		931		—		—		—
Jamaica Public Service Company Limited	Trade receivables		984		537		—		—
Jamaica Public Service Company Limited	Non-trade receivables and others		—		59		—		—

F-157

(5)

Loans and others arising from related party transactions as of December 31, 2012 and 2013 are as follows:


Type	Company name		Beginning balance		Loans		Collection			Allowance for doubtful accounts			Others			Ending balance
			In millions of won
Joint ventures	KEPCO SPC Power Corporation	￦		89,758		—		(39,890	)		—			(1,324	)		48,544
Joint ventures	Datang Chifeng Renewable Power Co., Ltd.			43,456		—		(7,136	)		—			(641	)		35,679
Joint ventures	Jamaica Public Service Company Limited			—		2,111		—			—			—			2,111
Associates	KNOC Nigerian East Oil Co., Ltd. KNOC Nigerian West Oil Co., Ltd.			25,208		536		—			(13,586	)		(391	)		11,767
Associates	Dolphin Property Limited			952		—		—			(354	)		2			600
Associates	Rabigh Electricity Company			208,796		—		—			—			(105,375	)		103,421
Associates	Xe-Pian Xe-Namnoy Power Co., Ltd.			3,768		—		(11,695	)		—			7,927			—
Associates	PT. Cirebon Electric Power			53,013		3,510		—			—			(782	)		55,741

		￦		424,951		6,157		(58,721	)		(13,940	)		(100,584	)		257,863

(6)

Borrowings arising from related party transactions as of December 31, 2012 and 2013 are as follows:


Type	Company name	Transaction type		Beginning balance		Borrowings		Repayment			Others		Ending balance
		In millions of won
Other related parties	Korea Finance Corporation		Facility	￦	2,300,000		—		—			—		2,300,000
			Project Loan		147,735		—		(147,735	)		—		—

(7)

Guarantees provided to an associates or joint ventures as of December 31, 2013 are as follows:


Primary guarantor	Secondary guarantor	Type of guarantees	Credit limit		Guarantee
In millions of won and thousands of foreign currencies
Korea Electric Power Corporation	KEPCO SPC Power Corporation	Debt guarantees	USD	189,565	SMBC and others
Korea Electric Power Corporation	Shuweihat Asia Power Investment B.V.	Performance guarantees	USD	17,900	ADWEA
Korea Electric Power Corporation	Shuweihat Asia O&M Co, Ltd.	Performance guarantees	USD	11,000	ADWEA
Korea Electric Power Corporation	KNOC Nigerian East Oil Co., Ltd. and KNOC Nigerian West Oil Co., Ltd.	Performance guarantees	USD	34,650	Korea National Oil Corporation (Nigerian government)

F-158


Primary guarantor	Secondary guarantor	Type of guarantees	Credit limit		Guarantee
Korea Electric Power Corporation	Amman Asia Electric Power Company	Performance guarantees	USD	19,800	Standard Chartered Bank
Korea Western Power Co., Ltd.	Cheongna Energy Co., Ltd.	Collateralized money invested	KRW	42,646	Hana Bank, Korea Exchange Bank
		Guarantees for supplemental funding(*)		—
Korea Western Power Co., Ltd.	Xe-Pian Xe-Namnoy Power Co., Ltd.	Performance guarantees	USD	2,310	Krung Thai Bank
Korea Western Power Co., Ltd.	Xe-Pian Xe-Namnoy Power Co., Ltd.	Collateralized money invested	USD	16,934	Krung Thai Bank
Korea Western Power Co., Ltd.	Rabigh O&M Co., Ltd.	Performance guarantees	SAR	4,800	Saudi Arabia British Bank
Korea Western Power Co., Ltd.	Deagu Photovoltaic Co., Ltd.	Collateralized money invested	KRW	1,229	Shinhan Capital Co., Ltd.
Korea Western Power Co., Ltd.	Dongducheon Dream Power Co., Ltd.	Collateralized money invested	KRW	144,200	Kookmin Bank and others
Korea Western Power Co., Ltd.	PT Mutiara Jawa	Collateralized money invested	USD	2,610	Shinhan Bank Singapore
Korea East-West Power Co., Ltd.	Busan shinho Solar power Co., Ltd.	Collateralized money invested	KRW	2,100	KT Capital Co., Ltd.
Korea East-West Power Co., Ltd.	STX Electric Power Co., Ltd.	Collateralized money invested	KRW	176,400	Korea Development Bank
Korea East-West Power Co., Ltd.	Honam Wind Power Co., Ltd.	Collateralized money invested	KRW	3,600	Shinhan Bank and others
Korea Southern Power Co., Ltd.	KNH Solar Co., Ltd.	Collateralized money invested	KRW	1,296	Shinhan Bank, Kyobo Life Insurance Co., Ltd.
		Performance guarantees and guarantees for supplemental funding(*)		—
Korea Southern Power Co., Ltd.	Daeryun Power Co., Ltd.	Collateralized money invested	KRW	25,477	Korea Development Bank, Dongbu Insurance Co., Ltd. and others
		Guarantees for supplemental funding(*)		—
Korea Southern Power Co., Ltd.	Changjuk Wind Power Co., Ltd.	Collateralized money invested	KRW	3,801	Shinhan Bank, Woori Bank
Korea Southern Power Co., Ltd.	Changjuk Wind Power Co., Ltd.	Guarantees for supplemental funding(*)		—	Shinhan Bank, Woori Bank

F-159


Primary guarantor	Secondary guarantor	Type of guarantees	Credit limit		Guarantee
Korea Southern Power Co., Ltd.	Busan Solar Co., Ltd.	Collateralized money invested	KRW	793	NH Bank
Korea Southern Power Co., Ltd.	Taebaek Wind Power Co., Ltd.	Guarantees for supplemental funding(*)		—	Shinhan Bank, Bank of Cheju
Korea Southern Power Co., Ltd.	Daegu Green Power Co., Ltd.	Collateralized money invested	KRW	76,193	Korea Exchange Bank and others
		Performance guarantees and guarantees for supplemental funding(*)		—
Korea Southern Power Co., Ltd.	KS Solar Corp. Ltd.	Collateralized money invested	KRW	637	Shinhan Capital Co., Ltd.
Korea Southern Power Co., Ltd.	Jeonnam Solar Co., Ltd.	Collateralized money invested	KRW	700	Shinhan Capital Co., Ltd.
Korea Southern Power Co., Ltd.	Kelar S.A.	Performance guarantees	USD	13,000	Korea Exchange Bank
KEPCO Engineering & Construction Company, Inc.	DS Power Co., Ltd.	Collateralized money invested	KRW	2,900	Korea Exchange Bank and Daewoo Securities Co., Ltd.
Korea Southern Power Co., Ltd.			KRW	15,000
KEPCO Engineering & Construction Company, Inc.		Performance guarantees and guarantees for supplemental funding(*)		—
Korea Southern Power Co., Ltd.				—
Korea Midland Power Co., Ltd.	Hyundai Green Power Co.	Collateralized money invested	KRW	87,003	Korea Development Bank and others
		Guarantees for supplemental funding(*)		—
Korea Midland Power Co., Ltd.	Gangwon Wind Power Co., Ltd.	Collateralized money invested	KRW	7,410	Industrial Bank of Korea
Korea Midland Power Co., Ltd.	Cheonan Photovoltaic Power Co., Ltd.	Collateralized money invested	KRW	122	KT Capital Corporation
Korea Midland Power Co., Ltd.	Gumi-ochang Photovoltaic Power Co., Ltd.	Collateralized money invested	KRW	288	Shinhan Capital Co., Ltd.

F-160


Primary guarantor	Secondary guarantor	Type of guarantees	Credit limit		Guarantee
Korea Midland Power Co., Ltd.	Chungbuk Photovoltaic Power Co., Ltd.	Collateralized money invested	KRW	166	KT Capital Corporation
Korea Midland Power Co., Ltd.	Golden Route J Solar Power Co., Ltd.	Collateralized money invested	KRW	82	Shinhan Capital Co., Ltd.
Korea Midland Power Co., Ltd.	PT. Cirebon Electric Power	Debt guarantees	USD	8,091	Hana Bank
Korea Midland Power Co., Ltd.	D Solarenergy Co., Ltd.	Collateralized money invested	KRW	400	Shinhan Capital Co., Ltd.
Korea Midland Power Co., Ltd.	Hyundai Asan Solar Power Co., Ltd.	Collateralized money invested	KRW	471	Shinhan Capital Co., Ltd.
Korea South-East Power Co., Ltd.	Hyundai Energy Co., Ltd.	Collateralized money invested	KRW	71,070	Korea Development Bank and others
		Performance guarantees and guarantees for supplemental funding(*)		—
Korea South-East Power Co., Ltd.	RES Technology AD	Collateralized money invested	KRW	15,595	Korea Development Bank and others
		Debt guarantees	EUR	4,271
Korea South-East Power Co., Ltd.	ASM-BG investicii AD	Collateralized money invested	KRW	16,101	Korea Development Bank and others
		Debt guarantees	EUR	4,175
Korea South-East Power Co., Ltd.	Express solar-light Power Generation Co., Ltd.	Collateralized money invested	KRW	3,132	Woori Bank and others
		Guarantees for supplemental funding(*)		—
Korea South-East Power Co., Ltd.	S-Power Co., Ltd.	Collateralized money invested	KRW	108,000	Korea Development Bank and others
		Performance guarantees and guarantees for supplemental funding(*)		—
Korea South-East Power Co., Ltd.	YEONGAM Wind Power Co., Ltd.	Collateralized money invested	KRW	11,584	Kookmin Bank and others
		Guarantees for supplemental funding(*)		—
Korea South-East Power Co., Ltd.	Coscon Photovoltaic Co., Ltd.	Collateralized money invested	KRW	245	Shinhan Capital Co., Ltd.
Korea South-East Power Co., Ltd.	Yeonan Solar Co., Ltd.	Collateralized money invested	KRW	157	Shinhan Capital Co., Ltd.

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Primary guarantor	Secondary guarantor	Type of guarantees	Credit limit		Guarantee
Korea South-East Power Co., Ltd.	Q1 Solar Energy Co., Ltd.	Collateralized money invested	KRW	1,005	Shinhan Bank and others
Korea South-East Power Co., Ltd.	Best Solar Energy Co., Ltd.	Collateralized money invested	KRW	1,242	Shinhan Bank and others
KOSEP USA, INC.	KODE NOVUS II LLC	Guarantees for supplemental funding(*)		—	Korea Development Bank and others
KOSEP USA, INC.	KODE NOVUS I LLC	Guarantees for supplemental funding(*)		—	Daewoo Shipbuilding & Marine Engineering Co., Ltd.
Korea South-East Power Co., Ltd.	Yeong Wol Energy Station Co., Ltd.	Collateralized money invested	KRW	462	Daewoo Securities Co., Ltd. and others
Korea Hydro & Nuclear Power Co., Ltd.	Yeong Wol Energy Station Co., Ltd.	Collateralized money invested	KRW	1,400	Daewoo Securities Co., Ltd. and others
KEPCO Plant Service & Engineering Co., Ltd.	Incheon New Power Co., Ltd.	Collateralized money invested	KRW	461	Shinhan Bank
		Guarantees for supplemental funding(*)		—

(*)

The Company guarantees to provide supplemental funding for business with respect to excessive business expenses or insufficient repayment of borrowings.

(8)

As of December 31, 2013, there are no guarantees provided by related parties.

(9)

Salaries and other compensations to the key members of management of the Company for the years ended December 31, 2011, 2012 and 2013 are as follows:


Type		2011		2012		2013
		In millions of won
Salaries	￦		1,301		1,180		1,114
Retirement and severance benefits			56		51		63

	￦		1,357		1,231		1,177

47.

Non-Cash Transactions

Significant non-cash investment and finance transactions excluded from statements of cash flows for the years ended December 31, 2011, 2012 and 2013 are as follows:


Transactions		2011		2012		2013
		In millions of won
Transfer from construction in-progress to other assets	￦		8,905,741		9,568,629		6,507,426
Appropriation asset retirement obligation due to decommissioning cost incurred			353,315		4,537,338		251,054
Transfer from decommissioning cost of spent fuel to accrued expense			73,994		86,436		403,638
Transfer from property, plant and equipment to finance lease receivables			—		—		470,867

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48.

Commitments for Expenditure

(1)

The agreements for acquisition of property, plant and equipment as of December 31, 2012 and 2013 are as follows:


		2012				2013
Contracts		Amounts		Balance		Amounts		Balance
		In millions of won
Construction of New Uljin units	￦		14,559,941		12,671,159		14,559,941		11,756,580
Construction of New Kori units			14,097,914		8,927,535		14,097,914		8,306,938
Construction of New Wolseong units			4,717,241		100,230		5,310,003		449,958
Construction of Dangjin units			1,204,875		1,311,486		952,729		486,809
Construction of New Boryeong units			369,347		326,074		1,801,718		1,613,529
Construction of Samcheok units			2,229,255		2,036,492		2,273,156		1,772,954
Construction of Taean IGCC units			805,222		715,365		688,817		391,330
Construction of Taean units			847,464		810,228		937,954		852,254
Construction of Incheon units			167,566		11,355		167,566		—
Construction of office building (KDN)			106,493		102,620		106,493		68,283
Construction of office building (KOPEC)			—		—		210,021		167,563
Construction of Sejong city cogeneration units			425,459		293,938		468,153		63,485
Purchase of Wonju cogeneration units			50,400		35,360		50,400		50,241
Purchase of Ulsan combined cycle power units			565,151		539,324		256,760		63,514
Purchase of Pyeongtaek combined cycle power units			434,200		394,864		169,793		31,884
Purchase of Andong main machine			126,946		97,689		685,335		28,194
Purchase of diesel for generation			69,014		69,014		54,177		54,177
Construction of New Yeongheung units			1,654,572		883,331		1,639,047		286,727
Construction of New Yeosu units			401,474		383,228		417,733		337,926
Construction of New Seoul units			—		—		586,493		550,493
Purchase of Concrete Poles (10M,350KGF)			—		—		77,209		71,111
Other purchase contracts			96,748		77,866		135,761		65,394

	￦		42,929,282		29,787,158		45,647,173		27,469,344

(2)

As of December 31, 2013, details of contracts for inventory purchase are as follows:

The Company imports all of its uranium ore concentrates from sources outside Korea (including the United States, United Kingdom, Kazakhstan, France, Russia, South Africa, Canada and Australia) which are paid for with currencies other than Won, primarily in U.S. dollars. In order to ensure stable supply, the Company entered into long-term and medium-term contracts with various suppliers, and supplements such supplies with purchases of fuels on spot markets. The long-term and medium-term contract periods vary among contractors and the stages of fuel manufacturing process. Contract prices for processing of uranium are generally based on market prices. Contract periods for ore concentrates, conversion, enrichment and design and fabrication are as follows:


Type	Periods	Contracted amounts
Concentrate	2014 ~ 2030	36,288 Ton U3O8
Transformed	2014 ~ 2022	19,511 Ton U
Enrichment	2014 ~ 2029	39,058 Ton SWU
Molded	2014	999 Ton U

F-163

49.

Contingencies and Commitments

(1)

Ongoing litigations related with contingent liabilities and assets as of December 31, 2012 and 2013 are as follows:

The Company is the defendant against a number of claims. The following are potentially significant claims pertaining to the Company:

Korea Electric Power Corporation (KEPCO) contracted with LS Cable & System Ltd. for 250kv submarine cables installed in the 105km section between Jindo (Mainland) and Jeju Island in September 2009. LS Cable & System Ltd. notified KEPCO of the completion of construction and requested the issuance of a certificate of completion, however KEPCO disagreed that LS Cable & System Ltd. had completed construction in accordance with the conditions of their contract. As a result, KEPCO rejected the goods (submarine cables installed) delivered and refused to pay LS Cable & System Ltd.

LS Cable & System Ltd. filed for arbitration (seeking a total amount of ￦194 billion from KEPCO) with the Korean Commercial Arbitration Board in April 2013 in order to demand unpaid invoices and extra payments relating to claims of rejection of the test on completion and goods (submarine cables installed) delivered.

At this time, management believes the Company does not have a present obligation for this matter and has not recognized any provision as of December 31, 2013 due to the fact that LS Cable & System did not fully perform its obligations according to the contract terms. It is not possible to estimate an amount of potential loss because the Korean Commercial Arbitration Board is in the early stage of the process of examining the factual accuracy of the claims of each party by hiring third party experts.

‚

Korea Nuclear Technology Co., Ltd. was qualified to supply Korea Hydro & Nuclear Power Co., Ltd., a subsidiary of KEPCO, Passive Autocatalytic Recombiners (PAR) which had been developed under a cooperative research and development agreement and designated as items to be developed over a period of three years through a negotiated contract. Korea Nuclear Technology Co., Ltd. filed a lawsuit for damages and compensation against Korea Hydro & Nuclear Power Co., Ltd. relating to claims of contracting with another company through open bid.

The lower court ruled against the plaintiff based on the principle of freedom of contract and principle of competitive bid preference in October 2013. The plaintiff has filed an appeal as of December 31, 2013.

At this time, management believes the Company does not have a present obligation for this matter and has not recognized any provision as of December 31, 2013 since the Company does not have any legal obligation to have a contract with the plaintiff which is supported by the decision of the lower court.

In December 2013, the Supreme Court of Korea ruled that regular bonuses also fall under the category of ordinary wages on the condition that those bonuses are paid regularly and uniformly. The Supreme Court ruled that, “employees shall not retroactively demand the difference in overtime pay as additional wages, in the event that the demand itself causes an unexpected increase in spending for their company, and thus lead the company to financial difficulty. In that case, the request is not acceptable, since it is unjust, and it is in breach of the principle of good faith.”

Prior to the ruling of the Supreme Court, the Company determined wages in accordance with budget instructions from the Ministry of Strategy and Finance, which excluded bonuses from ordinary wages and was with the consent of the Company’s labor unions. Any request for the retroactive demand for the difference in overtime pay as additional wages may be limited based on the principle of good faith.

At this time, management believes that the Company does not have a present obligation for this matter and has not recognized any provision as of December 31, 2013 because the application of the Supreme Court’s ruling is not clear and it is highly unpredictable to estimate the timing of payment and the amount since the Company is required to follow the Korean government’s guidance, as a government entity. It is not possible to estimate the amount of potential loss because it will be

F-164

dependant upon the future agreement between the management of the Company and the labor unions or the outcome of any similar lawsuits.

In addition, Korean Power Plant Industry Union and others filed lawsuits (worth ￦44.6 billion) against six generation subsidiaries of KEPCO, including Korea Western Power Co., Ltd., relating to claims that ordinary wages have been paid without including certain items of wages that should have been included in ordinary wages.

(2)

Guarantees of borrowings provided to other companies as of December 31, 2012 and 2013 are as follows:

Guarantees

Financial or
non-financial institution

Date of
contract

Period of
contract

2012

2013

In thousands of U.S. dollars

Repayment guarantees for UAE Shuweihat S3 borrowings

Mizuho, SMBC, HSBC

2011-05-16

2011-05-16 ~
2014-02-28

USD

58,294

USD

58,294

Guarantee of UAE Shuweihat S3 interest swap agreement

SMBC

2011-05-16

2011-05-16 ~
2014-02-28

USD

1,500

USD

1,500

The Company provides performance guarantee related to construction completion to Kookmin Bank. As such performance guarantee does not meet the definition of financial guarantee contract in IAS No. 1039 ‘Financial Instruments; Recognition and Measurement’, no related liability is recognized.

(3)

Credit lines provided by financial institutions as of December 31, 2013 are as follows:


Commitments	Financial institutions	Currency	Guarantee limit		Outstanding amount
		In millions of won and thousands of foreign currencies
Commitments on Bank-overdraft	Nonghyup Bank and others	KRW		1,845,000		43,233
Commitments on Bank-daylight overdraft	Nonghyup Bank	KRW		280,000		—
Limit amount available for CP	Korea Exchange Bank and others	KRW		1,129,000		197,500
Limit amount available for card	Hana Bank and others	KRW		71,500		273
Certification of payment on payables from foreign country	Korea Development Bank	USD		420,009		342,040
Loan limit	Hana Bank and others	KRW		195,996		108,892
	BNP Paribas and others	USD		2,646,059		152,150
Certification of payment on L/C	Korea Exchange Bank and others	USD		2,053,328		252,256
	Korea Exchange Bank	GBP		61,169		15,803
	Korea Exchange Bank	EUR		3,100		2,506
	Nonghyup Bank and others	JPY		18,914,670		14,301,596
Certification of performance guarantee on contract	Seoul Guarantee Insurance and others	KRW		159,426		156,129
	Korea Exchange Bank	AED		54,880		54,880
	Standard Chartered Bank and others	USD		843,811		711,553
	Kookmin Bank	EUR		37,082		37,082
	HSBC and others	INR		236,443		185,077
Certification of bidding	SMBC and others	USD		11,470		10,816

F-165


Commitments	Financial institutions	Currency	Guarantee limit	Outstanding amount
		In millions of won and thousands of foreign currencies
Advance payment bond, Warranty bond, Retention bond and others	Shinhan Bank	EUR	54,880		5,438
	HSBC	USD	252,140		38,832
	Katumandu Bank and others	NPR	85,289		85,289
Others	Korea Exchange Bank and others	KRW	9,503		4,669
	BNP Paribas and others	USD	1,409,500		6,500
	Hana Bank	INR	157,830		157,830
Inclusive credit	Korea Exchange Bank and others	KRW	1,176,600		340,297
Inclusive credit	HSBC and others	USD	545,512		17,079

(4)

As of December 31, 2013, the blank check and assets provided as collaterals or pledges to financial institutions by the Company are follows:

Guarantor

Guarantee

Type of guarantee

Currency

Amount

Description

In millions of won and thousands of U.S. dollars

KEPCO Nuclear Fuel Co., Ltd.

Korea Resources Corporation

Blank check

KRW

—

Collateral for borrowings

KEPCO International Philippines Inc.

Citibank New York

All shareholdings of KEPCO llijan Corporation

USD

90,623

Required pursuant to
Pledge Agreement
between KIPI, KEILCO
and Citibank New York
re: KEILCO Project

Financing in Nov. 2000

Korea East-West Power Co., Ltd.

Korea Development Bank and others

All shareholdings of Gyeongju Wind Power Co., Ltd.

KRW

9,240

Collateral for borrowings

Korea Hydro & Nuclear Power Co., Ltd.

Korea Development Bank and others

All shareholdings of Gyeonggi Green Energy Co., Ltd.

KRW

47,000

Collateral for borrowings

Korea Midland Power Co., Ltd.

Hana Bank and others

All shareholdings of Commerce and Industry Energy Co., Ltd.

KRW

13,570

Collateral for borrowings

(5)

Fuel cost adjustment, a new electric tariff system was enacted by the Ministry of Knowledge Economy (newly named the Ministry of Trade Industry and Energy), which went into effect on July 2011. Adjusted unit fuel rate, which is multiplies fuel price variance, which is the deduction of base fuel rate from actual fuel rate with conversion coefficient. However, due to inflationary and other policy considerations relating to protecting the consumers from sudden and substantial rises in electricity tariff, the Ministry of Knowledge Economy issued a hold order on July 29, 2011 to suspending billing and collecting the amounts.

The accumulated difference as of December 31, 2013 is ￦728,308 million, which has decreased by ￦1,149,063 million from ￦1,877,371 million as of December 31, 2012.

There is no assurance as to when the Government will lift the hold order and allow the Company to bill and collect the FCPTA amounts. The Company concluded that, in consideration of the prolonged unbilled period and consultation with, and information from, the Ministry, the Company would not be able to bill and collect the unbilled FCPTA amounts for the foreseeable future. As a result, there were no FCPTA amounts remaining in the consolidated statement of financial position as of December 31, 2013.

F-166

(6)

The Company has a potential obligation to reimburse approximately ￦8.3 billion to KEPCO SPC Power Corporation, one of its joint ventures of the Company, for the turbine accident on Philippine Unit 2 power plant. Due to the uncertainties of who is the responsible party for the accident, the Company has not recognized for the expected financial effect in the consolidated statement of financial position as of December 31, 2013.

50.

Subsequent Events

Subsequent to the reporting date, the subsidiaries of the Company, Korea Hydro & Nuclear Power Co., Ltd., Korea Southern Power Co., Ltd. and Korea Midland Power Co., Ltd., Korea East-West Power Co., Ltd. have issued new debt securities for funds of facilities and operation as follows:


Company name	Type	Interest rate	Issue date		Maturity		Currency		Amounts
		In millions of won and thousands of U.S. dollars
Korea Hydro & Nuclear Power Co., Ltd.	41-1^st Unsecured bond	3.12%		2014.01.17		2017.01.17		KRW		170,000
	41-2^nd Unsecured bond	3.86%		2014.01.17		2024.01.17		KRW		130,000
Korea Southern Power Co., Ltd.	24-1^st Unsecured bond	3.49%		2014.01.21		2019.01.21		KRW		150,000
	24-2^nd Unsecured bond	3.80%		2014.01.21		2024.01.21		KRW		50,000
	26-1^st Unsecured bond	3.31%		2014.03.06		2019.03.06		KRW		50,000
	26-2^nd Unsecured bond	3.71%		2014.03.06		2024.03.06		KRW		160,000
	26-3^rd Unsecured bond	3.92%		2014.03.06		2034.03.06		KRW		90,000
	25^th Dollar-denominated corporate bond	Libor + 1.05%		2014.01.28		2017.01.28		USD		100,000
Korea Midland Power Co., Ltd.	4^th Global bond (Reg S only)	2.75%		2014.02.10		2019.02.11		KRW		321,570
Korea East-West Power Co., Ltd.	21-1^st Unsecured bond	3.04%		2014.01.28		2017.01.28		KRW		200,000
	21-2^nd Unsecured bond	3.40%		2014.01.28		2019.01.28		KRW		100,000
	22 Unsecured bond	3.01%		2014.02.24		2017.02.24		KRW		100,000

F-167

INDEX OF EXHIBITS


1.1		Articles of Incorporation, as last amended on November 6, 2013 (in English)

2.1		Form of Deposit Agreement*

8.1		List of Subsidiaries

12.1		Certifications of our Chief Executive Officer required by Rule 13a-14(a) of the Exchange Act (Certifications under Section 302 of the Sarbanes-Oxley Act of 2002)

12.2		Certifications of our Chief Financial Officer required by Rule 13a-14(a) of the Exchange Act (Certifications under Section 302 of the Sarbanes-Oxley Act of 2002)

13.1		Certifications of our Chief Executive Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of the United States Code (18 U.S.C. 1350) (Certifications under Section 906 of the Sarbanes-Oxley Act of 2002)

13.2		Certifications of our Chief Financial Officer required by Rule 13a-14(b) and Section 1350 of Chapter 63 of the United States Code (18 U.S.C. 1350) (Certifications under Section 906 of the Sarbanes-Oxley Act of 2002)

15.1		The Korea Electric Power Corporation Act, as amended on March 23, 2013 (in English)**

15.2		Enforcement Decree of the Korea Electric Power Corporation Act, as amended on March 23, 2013 (in English)**

15.3		The Public Agencies Management Act, as amended on March 23, 2013 (in English)**

15.4		Enforcement Decree of the Public Agencies Management Act, as amended on March 23, 2013 (in English)**

15.5		Letter from Deloitte Anjin LLC

*	Incorporated by reference to the Registrant’s Registration Statement on Form F-6 with respect to the ADSs, registered under Registration No. 33-84612.

**	Incorporated by reference to the Registrant’s annual report on Form 20-F (No. 001-13372) previously filed on April 30, 2013.

E-1