SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934 For the Month of September 2004 KOREA ELECTRIC POWER CORPORATION (Translation of registrant's name into English) 167, Samseong-dong, Gangnam-gu, Seoul 135-791, Korea (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _______ Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _______ Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______. This Report of Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, including by reference in the Registration Statement on Form F-3 (Registration No. 33-99550) and the Registration Statement on Form F-3 (Registration No. 333-9180). KOREA ELECTRIC POWER CORPORATION Non-consolidated Financial Statements (Unaudited) As of June 30, 2004 (With Independent Accountants' Review Report Thereon) INDEPENDENT ACCOUNTANTS' REVIEW REPORT Based on a report originally issued in Korean The Board of Directors and Stockholders Korea Electric Power Corporation: We have reviewed the accompanying non-consolidated balance sheet of Korea Electric Power Corporation (the "Company") as of June 30, 2004 and the related non-consolidated statements of income and cash flows for the three-month and six-month periods then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to issue a report on these financial statements based on our review. We did not review the financial statements of Korea Southern Power Co., Ltd., Korea Midland Power Co., Ltd. and Korea South-East Power Co., Ltd. whose total assets constituted 10.7% of the total non-consolidated assets as of June 30, 2004, and whose total income constituted 13.9% of non-consolidated income before income tax for the six-month period then ended. These financial statements were reviewed by other accountants whose reports have been furnished to us, and our report, insofar as it relates to the amounts included for Korea Southern Power Co., Ltd., Korea Midland Power Co., Ltd. and Korea South-East Power Co., Ltd., is based solely on the reports of the other accountants. We conducted our review in accordance with the Review Standards for Semiannual Financial Statements established by the Securities and Futures Commission of the Republic of Korea. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data and, thus provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion. Based on our review and the reports of the other accountants, nothing has come to our attention that causes us to believe that the financial statements referred to above are not presented fairly, in all material respects, in accordance with the Korea Electric Power Corporation Act, the Accounting Regulations for Government Invested Enterprises and the Financial Accounting Standards, as established by the Financial Supervisory Commission of the Republic of Korea. The accompanying non-consolidated statements of income and cash flows for the three-month and six-month periods ended June 30, 2003, presented for comparative purpose, were reviewed by other accountants, whose report dated August 1, 2003 stated that they were not aware of any material modifications that should have been made to the financial statements in order for them to be in conformity with the Korea Electric Power Corporation Act, the Accounting Regulations for Government Invested Enterprises and the Financial Accounting Standards as established by the Financial Supervisory Commission of the Republic of Korea. The accompanying non-consolidated balance sheet of the Company as of December 31, 2003 and the related non-consolidated statements of income, changes in stockholders' equity and cash flows for the year then ended, which are not accompanying this report were audited by other accountants and their report thereon, dated February 11, 2004, expressed an unqualified opinion. The accompanying non-consolidated balance sheet of the Company as of December 31, 2003, presented for comparative purposes is not different from the above-stated balance sheet audited by other accountants in all material respects. The accompanying financial statements have been translated into United States dollars solely for the convenience of the reader and have been translated on the basis set forth in Note 2 to the non-consolidated financial statements. The following matters may be helpful to the readers in their understanding of the financial statements: As discussed in Note 1(b) to the financial statements, accounting principles and review standards and their application in practice vary among countries. The accompanying financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about Korean accounting principles, Korean Electric Power Corporation Act, the Accounting Regulations for Government Invested Enterprises, and Korean review standards and their application in practice. As discussed in Note 26, sales and purchases with related parties, including the six power generation subsidiaries, amounted to KRW160,912 million and KRW7,545,116 million, respectively, for the six-month period ended June 30, 2004. Related receivables and payables amounted to KRW31,571 million and KRW1,098,593 million, respectively, as of June 30, 2004. In addition, the Company is providing debt guarantees to its foreign subsidiaries in amounts not exceeding US$ 265,308 thousand including KEPCO Ilijan Co. The Company and its six power generation companies including Korea Hydro & Nuclear Power Co., Ltd. are jointly and severally liable for outstanding debts as of June 30, 2004 assumed by each company at the time of spin-off on April 2, 2001 under the Commercial Code of the Republic of Korea. The Company is providing joint and several liability guarantee for debts of its six power generation companies amounting to KRW1,584,466 million and the six power generation companies are providing such a guarantee for debts of the Company amounting to KRW354,702 million. The Company is also provided with guarantees for its certain foreign currency debt by the Korea Development Bank, one of its major shareholders. KPMG Samjong Accounting Corp. Seoul, Korea August 4, 2004 This report is effective as of August 4, 2004, the review report date. Certain subsequent events or circumstances, which may occur between the review report date and the time of reading this report, could have a material impact on the accompanying financial statements and notes thereto. Accordingly, the readers of the review report should understand that there is a possibility that the above review report may have to be revised to reflect the impact of such subsequent events or circumstances, if any. Korea Electric Power Corporation NON-CONSOLIDATED BALANCE SHEETS June 30, 2004 and December 31, 2003 (Unaudited) (In millions of Won and in thousands of U.S. dollars) Won U.S. dollars (note 2) --------------------------------- --------------------------------- Assets 2004 2003 2004 2003 ------ --------------- ---------------- --------------- --------------- Property, Plant and Equipment (notes 1, 3, 5 and 16): Utility plant KRW 37,993,048 37,235,281 $ 32,965,768 32,308,270 Less: accumulated depreciation (8,283,089) (7,472,373) (7,187,062) (6,483,621) Less: construction grants (2,951,648) (2,758,789) (2,561,083) (2,393,743) --------------- --------------- --------------- --------------- 26,758,311 27,004,119 23,217,623 23,430,906 Construction in-progress 2,950,196 2,266,928 2,559,823 1,966,966 --------------- --------------- --------------- --------------- 29,708,507 29,271,047 25,777,446 25,397,872 --------------- --------------- --------------- --------------- Investments and others: Investment securities (note 6) 24,031,361 23,865,370 20,851,507 20,707,479 Long-term loans (note 7) 153,794 142,368 133,444 123,530 Long-term other accounts receivable, less discount on present value of KRW 6,625 in 2004 and KRW 35,576 in 2003 and allowance for doubtful accounts of KRW15,500 in 2004 and 2003 (note 19) 235,375 213,924 204,230 185,617 Currency and interest rate swaps (note 21) 205,585 124,345 178,382 107,892 Intangibles, net (note 4) 137,480 144,367 119,288 125,264 Other non-current assets (notes 8 and 17) 150,571 143,110 130,647 124,174 --------------- --------------- --------------- --------------- 24,914,166 24,633,484 21,617,498 21,373,956 --------------- --------------- --------------- --------------- Current assets: Cash and cash equivalents (notes 9 and 17) 383,136 366,817 332,439 318,279 Trade receivables, less allowance for doubtful accounts of KRW 30,300 in 2004 and KRW 27,787 in 2003 (notes 17 and 26) 1,405,631 1,501,949 1,219,636 1,303,209 Other account receivables, less allowance for doubtful accounts of KRW14,185 in 2004 and KRW14,184 in 2003 and present value discount of KRW18,229 in 2004 (notes 17, 19 and 26) 356,927 434,648 309,698 377,135 Short-term financial instruments (note 10) 46,000 61,000 39,913 52,928 Inventories (note 11) 79,028 78,796 68,571 68,370 Other current assets (notes 7 and 12) 154,644 121,921 134,182 105,788 --------------- --------------- --------------- --------------- 2,425,366 2,565,131 2,104,439 2,225,709 --------------- --------------- --------------- --------------- Total assets KRW 57,048,039 56,469,662 $ 49,499,383 48,997,537 =============== =============== =============== =============== Korea Electric Power Corporation NON-CONSOLIDATED BALANCE SHEETS, CONTINUED June 30, 2004 and December 31, 2003 (Unaudited) (In millions of Won and in thousands of U.S. dollars, except share data) Won U.S. dollars (note 2) --------------------------------- --------------------------------- Liabilities and Shareholders' Equity 2004 2003 2004 2003 ------------------------------------ --------------- --------------- --------------- --------------- Stockholders' equity: Common stock of KRW 5,000 par value Authorized - 1,200,000,000 shares Issued and outstanding - 640,748,573 shares KRW 3,203,743 3,203,743 $ 2,779,820 2,779,820 Capital surplus (notes 3 and 13) 14,370,357 14,373,779 12,468,857 12,471,826 Retained earnings (note 14) Appropriated 19,554,340 17,899,939 16,966,890 15,531,400 Unappropriated 1,464,442 2,315,938 1,270,665 2,009,491 Capital adjustments (note 15) (175,428) (150,681) (152,215) (130,743) --------------- --------------- --------------- --------------- Total shareholders' equity 38,417,454 37,642,718 33,334,017 32,661,794 --------------- --------------- --------------- --------------- Long-term liabilities: Long-term borrowings (notes 16 and 26) 10,110,053 9,641,037 8,772,279 8,365,326 Reserve for retirement and severance benefits, net (note 18) 341,935 316,408 296,690 274,541 Reserve for self insurance 87,603 87,926 76,011 76,292 Currency and interest rate swaps (note 21) 139,954 178,283 121,435 154,692 Deferred income tax liabilities (note 24) 1,492,557 1,462,016 1,295,061 1,268,561 Other long-term liabilities 461,477 486,981 400,414 422,542 --------------- --------------- --------------- --------------- 12,633,579 12,172,651 10,961,890 10,561,954 --------------- --------------- --------------- --------------- Current liabilities: Trade payables (note 26) 1,142,326 1,256,526 991,172 1,090,261 Other accounts payable (note 26) 493,286 571,772 428,014 496,114 Short-term borrowings - 16,245 - 14,095 Current portion of long-term debt (note 16) 3,271,208 4,030,652 2,838,359 3,497,312 Income tax payable 442,880 164,170 384,278 142,447 Accrued expenses 156,070 146,094 135,419 126,763 Dividends payable 1,781 2,324 1,545 2,016 Other current liabilities (note 20) 489,455 466,510 424,689 404,781 --------------- --------------- --------------- --------------- 5,997,006 6,654,293 5,203,476 5,773,789 --------------- --------------- --------------- --------------- Total liabilities 18,630,585 18,826,944 16,165,366 16,335,743 --------------- --------------- --------------- --------------- Commitments and contingencies (note 27) Total shareholders' equity and liabilities KRW 57,048,039 56,469,662 $ 49,499,383 48,997,537 =============== =============== =============== =============== See accompanying notes to non-consolidated financial statements. Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF INCOME For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In millions of Won, except earnings per share) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- --------------- --------------- --------------- Operating revenues: Sale of electricity (note 26) KRW 5,261,558 11,114,608 KRW 5,016,238 10,552,070 Other operating revenues (note 27) 51,546 64,695 80,163 156,036 --------------- --------------- --------------- --------------- 5,313,104 11,179,303 5,096,401 10,708,106 --------------- --------------- --------------- --------------- Operating expenses (notes 22, 23 and 26): Power generation, transmission and distribution 875,235 1,593,881 872,183 1,589,093 Purchased power 3,897,412 8,116,992 3,755,413 7,927,836 Other operating costs 51,552 63,504 80,201 155,405 Selling and administrative expenses 245,225 467,148 232,532 437,688 --------------- --------------- --------------- --------------- 5,069,424 10,241,525 4,940,329 10,110,022 --------------- --------------- --------------- --------------- Operating income 243,680 937,778 156,072 598,084 Other income (expense): Interest income 9,602 19,546 9,061 19,595 Interest expense (146,465) (298,721) (156,110) (304,176) Gain (loss) on foreign currency transactions and translation, net 53,423 241,433 335,241 50,865 Donations (64,583) (70,454) (5,819) (7,534) Rental income 31,011 63,081 29,972 55,845 Equity income of affiliates (note 6) 288,282 991,731 541,170 1,251,307 Gain on disposal of investments, net - 7,472 587 45,214 Gain (loss) on disposal of utility plant, net 251 742 (1,589) (5,474) Valuation gain on currency and interest rate swaps, net (note 21) 23,643 36,846 22,453 5,131 Other, net 12,599 6,446 31,865 45,688 --------------- --------------- --------------- --------------- 207,763 998,122 806,831 1,156,461 --------------- --------------- --------------- --------------- Income before income taxes 451,443 1,935,900 962,903 1,754,545 Income taxes (note 24) (34,931) (471,458) (233,720) (471,319) --------------- --------------- --------------- --------------- Net income KRW 416,512 1,464,442 KRW 729,183 1,283,226 =============== =============== =============== =============== Basic earnings per share (note 25) KRW 661 2,325 KRW 1,159 2,032 =============== =============== =============== =============== Diluted earnings per share (note 25) KRW 652 2,291 KRW 1,159 2,032 =============== =============== =============== =============== See accompanying notes to non-consolidated financial statements. Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF INCOME, CONTINUED For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In thousands of U.S. dollars (note 2), except earnings per share) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- --------------- --------------- --------------- Operating revenues: Sale of electricity (note 26) $ 4,565,343 9,643,911 $ 4,352,484 9,155,809 Other operating revenues (note 27) 44,726 56,135 69,556 135,389 --------------- --------------- --------------- --------------- 4,610,069 9,700,046 4,422,040 9,291,198 --------------- --------------- --------------- --------------- Operating expenses (notes 22, 23 and 26): Power generation, transmission and distribution 759,423 1,382,977 756,774 1,378,823 Purchased power 3,381,702 7,042,943 3,258,493 6,878,816 Other operating costs 44,730 55,101 69,590 134,842 Selling and administrative expenses 212,777 405,336 201,763 379,773 --------------- --------------- --------------- --------------- 4,398,632 8,886,357 4,286,620 8,772,254 --------------- --------------- --------------- --------------- Operating income 211,437 813,689 135,420 518,944 Other income (expense): Interest income 8,331 16,959 7,862 17,002 Interest expense (127,085) (259,194) (135,453) (263,927) Gain (loss) on foreign currency transactions and translation, net 46,354 209,486 290,882 44,134 Donations (56,038) (61,132) (5,049) (6,537) Rental income 26,908 54,734 26,006 48,456 Equity income of affiliates (note 6) 250,136 860,504 469,562 1,085,733 Gain on disposal of investments, net - 6,483 509 39,231 Gain (loss) on disposal of utility plant, net 218 644 (1,379) (4,750) Valuation gain on currency and interest rate swaps, net (note 21) 20,515 31,971 19,482 4,453 Other, net 10,932 5,595 27,649 39,643 --------------- --------------- --------------- --------------- 180,271 866,050 700,071 1,003,438 --------------- --------------- --------------- --------------- Income before income taxes 391,708 1,679,739 835,491 1,522,382 Income taxes (note 24) (30,310) (409,074) (202,794) (408,954) --------------- --------------- --------------- --------------- Net income $ 361,398 1,270,665 $ 632,697 1,113,428 =============== =============== =============== =============== Basic earnings per share (note 25) $ 0.57 2.02 $ 1.01 1.76 =============== =============== =============== =============== Diluted earnings per share (note 25) $ 0.57 1.99 $ 1.01 1.76 =============== =============== =============== =============== See accompanying notes to non-consolidated financial statements. Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF CASH FLOWS For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In millions of Won) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- --------------- --------------- --------------- Cash flows from operating activities: Net income KRW 416,512 1,464,442 KRW 729,183 1,283,226 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 409,405 811,024 384,535 760,587 Utility plant removal cost 46,763 70,912 49,689 90,890 Provision for severance and retirement benefits 18,462 30,922 23,528 30,407 Bad debt expense 2,939 8,184 2,614 5,722 Interest income (5,364) (10,722) (5,350) (10,641) Interest expense 4,211 8,593 2,220 4,349 Gain on foreign currency translation, net (41,847) (214,698) (335,491) (55,778) Equity income of affiliates (288,282) (991,731) (541,170) (1,251,307) Gain on disposal of investments, net - (7,472) (587) (45,214) Loss (gain) on disposal of utility plant, net (251) (742) 1,589 5,474 Deferred income tax expense (benefit) (158,415) 30,541 (25,785) 148,270 Valuation gain on currency and interest rate swaps (23,643) (36,846) (22,453) (5,131) Changes in assets and liabilities: Decrease in trade receivables 92,585 88,116 69,638 81,310 Decrease (increase) in other accounts receivable 35,173 66,956 (2,840) 17,387 Decrease (increase) in inventories 25,159 30,840 (159) 25,509 Increase in other current assets (2,136) (32,476) (15,087) (49,628) Decrease in trade payables (79,553) (114,200) (92,548) (157,568) Increase (decrease) in other accounts payable 169,479 (78,491) 110,310 (27,546) Increase (decrease) in income tax payable 87,255 278,710 (132,642) (373,610) Increase (decrease) in accrued expenses 31,439 9,976 (18,815) 2,995 Increase (decrease) in other current liabilities (11,167) 22,944 15,495 60,715 Decrease in other long-term liabilities (202) (25,503) (1,013) (2,025) Payment of severance and retirement benefits (3,463) (5,395) (3,630) (4,374) Payment of self-insurance (143) (323) (191) (526) Other, net (2,628) (3,678) 4,414 6,258 --------------- --------------- --------------- --------------- Net cash provided by operating activities 722,288 1,399,883 195,454 539,751 --------------- --------------- --------------- --------------- Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In thousands of U.S. dollars (note 2)) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- --------------- --------------- --------------- Cash flows from operating activities: Net income $ 361,398 1,270,665 $ 632,697 1,113,428 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 355,232 703,708 333,653 659,945 Utility plant removal cost 40,552 61,529 43,114 78,863 Provision for severance and retirement benefits 16,019 26,830 20,415 26,384 Bad debt expense 2,550 7,101 2,268 4,965 Interest income (4,655) (9,303) (4,642) (9,233) Interest expense 3,655 7,456 1,926 3,774 Gain on foreign currency translation, net (36,310) (186,289) (291,098) (48,397) Equity income of affiliates (250,136) (860,504) (469,562) (1,085,733) Gain on disposal of investments, net - (6,483) (509) (39,232) Loss (gain) on disposal of utility plant, net (218) (644) 1,379 4,750 Deferred income tax expense (benefit) (137,453) 26,500 (22,373) 128,651 Valuation gain on currency and interest rate swaps (20,515) (31,971) (19,482) (4,452) Changes in assets and liabilities: Decrease in trade receivables 80,334 76,456 60,423 70,551 Decrease (increase) in other accounts receivable 30,519 58,096 (2,464) 15,086 Decrease (increase) in inventories 21,830 26,759 (138) 22,134 Increase in other current assets (1,853) (28,179) (13,091) (43,061) Decrease in trade payables (69,026) (99,089) (80,302) (136,718) Increase (decrease) in other accounts payable 147,053 (68,105) 95,714 (23,901) Increase (decrease) in income tax payable 75,709 241,831 (115,091) (324,174) Increase (decrease) in accrued expenses 27,279 8,656 (16,325) 2,599 Increase (decrease) in other current liabilities (9,689) 19,908 13,445 52,681 Decrease in other long-term liabilities (175) (22,128) (879) (1,757) Payment of severance and retirement benefits (3,005) (4,681) (3,150) (3,795) Payment of self-insurance (124) (280) (166) (456) Other, net (2,257) (3,189) 3,830 5,428 --------------- --------------- --------------- --------------- Net cash provided by operating activities 626,714 1,214,650 169,592 468,330 --------------- --------------- --------------- --------------- Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In millions of Won) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- ---------------- --------------- -------------- Cash flows from investing activities: Proceeds from disposal of utility plant KRW 2,846 3,882 KRW 10,072 28,501 Additions to utility plant (1,069,409) (1,624,289) (1,189,596) (1,975,701) Receipt of construction grants 165,123 282,616 156,222 279,460 Proceeds from disposal of investment securities 786,492 806,941 478,571 542,961 Acquisition of investment securities (1,869) (1,892) (4,750) (12,750) Increase in long-term loans (4,423) (16,301) (241) (12,356) Acquisition of intangibles (3,505) (3,677) (1,159) (3,685) Collection of short-term loans 2,314 4,623 2,105 4,215 Decrease in other non-current assets 14,603 7,531 3,996 5,714 --------------- --------------- --------------- --------------- Net cash used in investing activities (107,828) (540,566) (544,780) (1,143,641) --------------- --------------- --------------- --------------- Cash flows from financing activities: Proceeds from long-term debt 1,511,265 1,881,446 1,150,346 1,580,045 Repayment of short-term borrowings - (16,245) - - Repayment of long-term debt (1,768,436) (1,965,267) (311,614) (449,089) Acquisition of treasury stock - - - (180,120) Dividends paid (661,524) (661,537) (511,744) (511,753) Payments under currency swap contracts - (81,395) (6,042) (87,013) --------------- --------------- --------------- --------------- Net cash provided by (used in) financing activities (918,695) (842,998) 320,946 352,070 --------------- --------------- --------------- --------------- Net increase (decrease) in cash and cash equivalents (304,235) 16,319 (28,380) (251,820) Cash and cash equivalents, at beginning of the period 687,371 366,817 386,616 610,056 --------------- --------------- --------------- --------------- Cash and cash equivalents, at end of the period KRW 383,136 383,136 KRW 358,236 358,236 =============== =============== =============== =============== See accompanying notes to non-consolidated financial statements. Korea Electric Power Corporation NON-CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED For the three-month and six-month periods ended June 30, 2004 and 2003 (Unaudited) (In thousands of U.S. dollars (note 2)) 2004 2003 --------------------------------- --------------------------------- three-month six-month three-month six-month period period period period --------------- --------------- --------------- --------------- Cash flows from investing activities: Proceeds from disposal of utility plant $ 2,469 3,368 $ 8,739 24,730 Additions to utility plant (927,904) (1,409,361) (1,032,187) (1,714,274) Receipt of construction grants 143,274 245,220 135,551 242,482 Proceeds from disposal of investment securities 682,423 700,166 415,246 471,116 Acquisition of investment securities (1,622) (1,642) (4,121) (11,063) Increase in long-term loans (3,657) (14,144) (209) (10,721) Acquisition of intangibles (3,041) (3,190) (1,006) (3,197) Collection of short-term loans 2,008 4,011 1,826 3,657 Decrease in other non-current assets 12,670 6,534 3,468 4,958 --------------- --------------- --------------- --------------- Net cash used in investing activities (93,560) (469,038) (472,693) (992,312) --------------- --------------- --------------- --------------- Cash flows from financing activities: Proceeds from long-term debt 1,311,293 1,632,491 998,131 1,370,972 Repayment of short-term borrowings - (14,095) - - Repayment of long-term debt (1,534,435) (1,705,221) (270,381) (389,665) Acquisition of treasury stock - - - (156,286) Dividends paid (573,990) (574,002) (444,030) (444,037) Payments under currency swap contracts - (70,625) (5,243) (75,500) --------------- --------------- --------------- --------------- Net cash provided by (used in) financing activities (797,132) (731,452) 278,477 305,484 --------------- --------------- --------------- --------------- Net increase (decrease) in cash and cash equivalents (263,978) 14,160 (24,624) (218,498) Cash and cash equivalents, at beginning of the period 596,417 318,279 335,459 529,333 --------------- --------------- --------------- --------------- Cash and cash equivalents, at end of the period $ 332,439 332,439 $ 310,835 310,835 =============== =============== =============== =============== See accompanying notes to non-consolidated financial statements. Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS June 30, 2004 and 2003 (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements (a) Description of Business 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 was given a status of government-invested enterprise on December 31, 1983 following the enactment of the Government-Invested Enterprise Management Basic Act. 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 June 30, 2004, the Government of the Republic of Korea, Korea Development Bank and foreign investors hold 27.03%, 26.93% and 29.61%, respectively, of the Company's shares. The Company spun off its power generation division on April 2, 2001, resulting in the establishment of six new power generation subsidiaries. The Company has been considering the gradual privatization of the Company's power generation subsidiaries and distribution business, which is in accordance with the restructuring plan, dated January 21, 1999, of the electricity industry in the Republic of Korea announced by the Ministry of Commerce, Industry and Energy ("Restructuring Plan"). This Restructuring Plan, which is intended to introduce a competitive system in the electricity industry, is expected to affect the determination of utility rates, result in changes in management structure, related laws and regulations, and affect electricity supply and demand policy. (b) Basis of Presenting Financial Statements The Company maintains its accounting records in Korean Won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the Korea Electric Power Corporation Act ("KEPCO Act"), the Accounting Regulations for Government Invested Enterprises, which have been approved by the Korean Ministry of Finance and Economy and, in the absence of specialized accounting regulations for utility companies, the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these financial statements are intended for use only by those who are informed about Korean accounting principles and practices, KEPCO Act and Accounting Regulations for Government Invested Enterprises. The accompanying financial statements have been condensed, restructured and translated into English (with certain expanded descriptions) from the Korean language financial statements. 2 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (b) Basis of Presenting Financial Statements, Continued Certain information included in the Korean language financial statements, but not required for a fair presentation of the Company's financial position, results of operations or cash flows, is not presented in the accompanying financial statements. The accompanying financial statements include only the accounts of the Company, and do not include the accounts of any of its subsidiaries. Instead, these entities are accounted for under the equity method of accounting (note 6). Effective January 1, 2004, the Company adopted Statements of Korea Accounting Standards No. 10, 12 and 13. The adoption of these standards did not have any impact on the accompanying financial statements. (c) Property, Plant and Equipment Property, plant and equipment are stated at cost, except in the case of revaluation made in accordance with the KEPCO Act and the Assets Revaluation Law of Korea. Plant and equipment under capital leases are stated at an amount equal to the lower of their fair value or the present value of minimum lease payments at inception of lease. Significant additions or improvements extending useful lives of assets are capitalized. However, normal maintenance and repairs are charged to expense as incurred. The Company capitalizes interest cost and other financial charges on borrowing associated with the manufacture, purchase, or construction of property, plant and equipment, incurred prior to completing the acquisition, as part of the cost of such assets. The calculation of capitalized interest includes exchange differences arising from foreign borrowings to the extent that they are regarded as an adjustment to interest costs, which is limited to the extent of interest cost calculated by the weighted average interest rate of local currency borrowings. For the six-month periods ended June 30, 2004 and 2003, the amounts of capitalized interest were KRW32,529 million and KRW45,897 million, respectively. The net foreign currency transactions and translation gains excluded from the calculation of capitalized interest rate amounted to KRW 112,962 million and nil, respectively for the six-month periods ended June 30, 2004 and 2003. 3 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (c) Property, Plant and Equipment, Continued The impact on the Company's financial position as of and for the six-month period ended June 30, 2004, if the interest and other borrowing costs were expensed instead of being capitalized, is as follows. Won (millions) ----------------------------------------------------- Construction Total Interest Income before in-progress assets expense income taxes ------------- ---------- -------- ------------- Capitalized KRW 2,950,197 57,048,039 298,721 1,935,900 Expensed 2,917,668 57,015,510 331,250 1,903,371 ------------- ---------- -------- ------------- KRW 32,529 32,529 (32,529) 32,529 ============= ========== ======== ============= Depreciation is computed by the declining-balance method (straight-line method for buildings and structures) using rates based on the estimated useful lives described in the Korean Corporate Income Tax Law and as permitted under the Accounting Regulations for Government Invested Enterprises as follows: Estimated useful life --------------------- Buildings 8, 15, 30 Structures 8, 15, 30 Machinery 16 Ships 9 Vehicles 4 Others 4 The Company records the following funds and materials, which relate to the construction of transmission and distribution facilities as construction grants: . Grants from the government or public institutions . Funds, construction materials or other items contributed by customers Construction grants are initially recorded and presented in the accompanying financial statements as deductions from the assets acquired under such grants and are offset against depreciation expense during the estimated useful lives of the related assets. The Company received KRW282,616 million and KRW279,460 million of construction grants, and offset KRW71,424 million and KRW61,285 million against depreciation expense, and KRW18,333 million and KRW18,274 million against utility plant removal cost for the six-month periods ended June 30, 2004 and 2003, respectively. 4 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (d) Leases The Company accounts for and classifies its lease transactions as either operating or capital leases, depending on the terms of the lease under Korea Lease Accounting Standards. If a lease is substantially noncancellable and meets any of the criteria listed below, the present value of future minimum lease payments is reflected as an obligation under capital lease. - Ownership of the leased property shall be transferred to the lessee at the end of the lease term without additional payment or for a contract price. - The lease has a bargain purchase option. - The lease term is equal to 75% or more of the estimated economic useful life of the leased property. - The present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property. If the above criteria are not met, the lease is classified as an operating lease and lease payments are expensed on a straight-line basis over the lease term. (e) Investments in Securities Debt and equity securities are classified into one of the three categories of held-to-maturity, available-for-sale, or trading securities at the time of acquisition and such determination is reassessed at each balance sheet date. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) are classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used to generate profit on short-term differences in price. Investments not classified as either held-to-maturity or trading securities are classified as available-for-sale securities. Trading securities are carried at fair value, with unrealized holding gains and losses included in earnings. Available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported as a capital adjustment. Investments in equity securities that do not have readily determinable fair values are stated at cost. Declines in value judged to be other-than-temporary on available-for-sale securities are charged to current results of operations. Investments in debt securities that are classified into held-to-maturity are reported at amortized cost at the balance sheet date and such amortization is included in interest income. Marketable securities are at the quoted market prices as of the period end. Non-marketable debt securities are recorded at the fair values derived from the discounted cash flows by using an interest rate deemed to approximate the market interest rate. The market interest rate is determined by the issuers' credit rate announced by the accredited credit rating agencies in Korea. Money market funds are recorded at the fair value determined by the investment management companies. 5 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (e) Investments in Securities, Continued Trading securities are classified as current assets, whereas available-for-sale securities and held-to-maturity securities are classified as long-term investments. However, available-for-sale securities whose maturity dates are due within one year from the balance sheet date or whose likelihood of being disposed of within one year from the balance sheet date is probable are classified as current assets. Likewise, held-to-maturity securities whose maturity dates are due within one year from the balance sheet date are classified as current assets. (f) Investment Securities under the Equity Method of Accounting Investments in affiliated companies owned 20% or more or over which the Company has significant management control are stated at an amount as determined using the equity method. Under the equity method of accounting, the Company's initial investment is recorded at cost and is subsequently increased to reflect the Company's share of the investee income and reduced to reflect the Company's share of the investee losses or dividends received. Any excess in the Company's acquisition cost over the Company's share of the investee's identifiable net assets is generally recorded as goodwill or other intangibles and amortized by the straight-line method over the estimated useful life. The amortization of goodwill is recorded against the equity income of affiliates. When events or circumstances indicate that carrying amount may not be recoverable, the Company reviews goodwill for any impairment. Under the equity method of accounting, the Company does not record its share of losses of affiliate companies when such losses would make the Company's investment in such entity less than zero. (g) Intangible Assets Intangible assets are stated at cost less accumulated amortization, as described below. (i) Research and Development Costs Expenditure on research activities, undertaken with the prospects of gaining new scientific or technical knowledge and understanding, is recognized in the statement of income as an expense as incurred. Expenditure on development incurred in conjunction with new products or technologies, in which the elements of costs can be identified and future economic benefits are clearly expected, is capitalized and amortized on a straight-line basis over 5 years. The capitalized expenditure includes the cost of materials, direct labor and an appropriate proportion of overheads. (ii) Other Intangible Assets Other intangible assets, which consist of industrial rights, land rights and others, are stated at cost less accumulated amortization and impairment losses. Such intangible assets are amortized using the straight-line method over a reasonable period, from 4 years to 20 years, based on the nature of the asset. 6 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (h) Cash Equivalents The Company considers short-term financial instruments with maturities of three months or less at the acquisition date to be cash equivalents. (i) Financial Instruments Short-term financial instruments are financial instruments handled by financial institutions which are held for short-term cash management purposes or will mature within one year, including time deposits, installment savings deposits, restricted bank deposits. (j) Allowance for Doubtful Accounts Allowance for doubtful accounts is estimated based on an analysis of individual accounts and past experience of collection. (k) Inventories Inventories are stated at the lower of cost or net realizable value, cost being determined using the weighted average method for raw materials, moving average method for supplies and specific identification method for other inventories. The Company maintains perpetual inventory records, which are adjusted through physical counts at the end of year. In accordance with the Company's policy for physical inventory counts, the Company did not perform a physical count of the inventory as of June 30, 2004 and 2003. Effective January 1, 2004, the Company adopted Statement of Korea Accounting Standards No. 10, "Inventories". Through 2003, a valuation loss incurred when the market value of inventory falls below its carrying amount was reported as non-operating expense. In 2004, in accordance with SKAS No. 10, the Company included inventory valuation loss in its power generation, transmission and distribution costs ("a component of operating expenses"). (l) Long-Lived Assets The Company reviews for the impairment of long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the assets exceeds the fair value of the assets. 7 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (m) Valuation of Receivables and Payables at Present Value Receivables and payables arising from long-term installment transactions, long-term cash loans/borrowings and other similar loan/borrowing transactions are stated at present value. The difference between nominal value and present value is deducted directly from the nominal value of related receivables or payables and is amortized using the effective interest method. The amount amortized is included in interest expense or interest income. (n) Convertible Bonds When issuing convertible bonds or bonds with stock purchase warrants, the values of the conversion rights or stock warrants shall be recognized separately. Considerations for conversion rights or stock warrants shall be measured by deducting the present value of ordinary or straight debt securities from the gross proceeds of the convertible bonds or bonds with stock purchase warrants received at the date of issue. The value of the common shares issued pursuant to the exercise of the conversion rights shall be measured as the sum of the carrying amount, at the time of conversion, and the amount of consideration received for such rights, at the time of issuance, of those convertible bonds that are actually related to the exercise. When the conversion rights are exercised during an accounting period, the value of common shares issued pursuant to the exercise shall be measured based on the carrying amount of the convertible bonds determined on the actual date such rights have been exercised. (o) Discount (Premium) on Debentures Discount (premium) on debenture issued, which represents the difference between the face value and issuance price of debentures, is amortized using the effective interest method over the life of the debentures. The amount amortized is included in interest expense. (p) Retirement and Severance Benefits Employees and directors who have been with the Company for more than one year are entitled to lump-sum payments based on current rates of pay and length of service when they leave the Company. The Company's estimated liability under the plan which would be payable if all employees left on the balance sheet date is accrued in the accompanying balance sheets. Through March 1999, under the National Pension Scheme of Korea, the Company transferred a certain portion of retirement allowances of employees to the National Pension Fund. The amount transferred will reduce the retirement and severance benefit amount to be payable to the employees when they leave the Company and is accordingly reflected in the accompanying financial statements as a reduction from the retirement and severance benefit liability. Since April 1999, however, a new regulation applies and such transfers to the National Pension Fund are no longer required. 8 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (q) Reserve for Self-Insurance The Company provides a self-insurance reserve for liability to third parties that may arise in connection with the Company's non-insured facilities. Payments made to settle applicable claims are charged to this reserve. (r) Foreign Currency Translation Monetary assets and liabilities denominated in foreign currencies are translated into Korean Won at the balance sheet date, with the resulting gains and losses recognized in current results of operations. Monetary assets and liabilities denominated in foreign currencies are translated into Korean Won at KRW1,152.5 to US$1, the rate of exchange on June 30, 2004 that is permitted by the Financial Accounting Standards. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into Korean Won at the foreign exchange rate ruling at the date of the transaction. Foreign currency assets and liabilities of foreign-based operations and companies accounted for using the equity method are translated at current rate of exchange at the balance sheet date while profit and loss items in the statement of income are translated at average rate and capital account at historical rate. The translation gains and losses arising from collective translation of the foreign currency financial statements of foreign-based operations are offset and the balance is accumulated as capital adjustment. (s) Derivatives Derivative instruments are presented as assets or liabilities valued principally at the fair value of rights or obligations associated with the derivative contracts. The unrealized gain or loss from derivative transactions is recognized in current operations. However, for derivative instruments with the purpose of hedging the exposure to variability in expected future cash flows of a forecasted transaction, the hedge-effective portion of the derivative's gain or loss is deferred as a capital adjustment, a component of stockholder's equity. The ineffective portion of the gain or loss is charged or credited to current results of operations. (t) Contingent Liabilities Contingent losses are generally recognized as a liability when probable and reasonably estimable. (u) Revenue Recognition The Company recognizes revenue from the sale of electric power based on meter readings made on a monthly basis. The Company does not accrue revenue for power sold after the meter readings but prior to the end of the accounting period. The Company recognizes revenue on long-term contacts, which are related to the construction of power plants in the Democratic People's Republic of Korea (North Korea), based on the percentage-of-completion method. Revenue other than sale of electric power and revenue on long-term contracts is recognized when the Company's revenue-earning activities have been substantially completed, 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. 9 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued (v) Income Taxes Income tax on the earnings or loss for the period comprises current and deferred tax. Income tax is recognized in the statement of income except to the extent that it relates to items recognized directly to equity, in which case it is recognized in equity. Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that it is probable that future taxable earnings will be available against which the unused tax losses and credits can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. (w) Dividends payable Dividends are recorded when approved by the board of director and shareholders. (x) Prior Period Adjustments Prior period adjustments resulting from other than fundamental errors are charged or credited to result of operations for the current period. The fundamental errors are defined as errors with such a significant effect on the financial statements for one or more prior periods that those financial statements can no longer be considered to have been reliable at the date of their issue. The prior period adjustments resulting from the fundamental errors are charged or credited to the beginning balance of retained earnings, and the financial statements of the prior year are restated. (y) Earnings Per Share Earnings per common share are calculated by dividing net earnings by the weighted-average number of shares of common stock outstanding during each period. (z) Use of Estimates The preparation of financial statements in accordance with accounting principles generally accepted in the Republic of Korea requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes to financial statements. Actual results could differ from those estimates. 10 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (2) Basis of Translating Financial Statements The financial statements are expressed in Korean Won and, solely for the convenience of the reader, have been translated into U.S. dollars at the rate of KRW1,152.5 to US$1, the basic exchange rate on June 30, 2004. These translations should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate. (3) Property, Plant and Equipment (a) Asset revaluation The Company revalued its property, plant and equipment in accordance with the KEPCO Act and the Asset Revaluation Law (the latest revaluation date was January 1, 1999), and recorded a revaluation gain of KRW12,552,973 million as a reserve for asset revaluation, a component of capital surplus. (b) Officially Declared Value of Land The officially declared value of land at June 30, 2004, as announced by the Minister of Construction and Transportation, is as follows: Won (millions) -------------------------------- Purpose Book value Declared value ----------------------------------- --------------- -------------- Transmission and distribution sites and other KRW 3,333,030 3,429,396 The officially declared value, which is used for government purposes, is not intended to represent fair value. (c) Utility plant Utility plants and accumulated depreciation as of June 30, 2004 and December 31, 2003 are as follows: (i) Cost Won (millions) ----------------------------------- 2004 2003 ----------------- --------------- Land KRW 3,333,030 3,327,851 Buildings 2,362,522 2,323,204 Structures 24,665,148 24,120,887 Machinery 7,290,030 7,136,620 Vehicles 57,850 59,011 Ships 252 252 Others 284,216 267,456 ----------------- --------------- 37,993,048 37,235,281 Construction in-progress 2,950,196 2,266,928 ----------------- --------------- 40,943,244 39,502,209 ================= =============== 11 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (3) Property, Plant and Equipment, Continued (c) Utility Plant, Continued (ii) Accumulated depreciation Won (millions) ----------------------------------- 2004 2003 ----------------- --------------- Buildings KRW 530,130 465,338 Structures 4,068,600 3,686,719 Machinery 3,405,495 3,055,912 Vehicles 46,111 46,313 Ships 211 205 Others 232,542 217,886 ----------------- --------------- KRW 8,283,089 7,472,373 ================= =============== (4) Intangibles Changes of intangibles for the six-month period ended June 30, 2004 are as follows: Won (millions) --------------------------------------------------------------- December 31, Acquisition June 30, 2003 and transfers Amortization 2004 ------------- ------------- ------------- ------------- Development costs Others KRW 106,834 12,253 18,004 101,083 37,533 6,362 7,498 36,397 ------------- ------------- ------------- ------------- KRW 144,367 18,615 25,502 137,480 ============= ============= ============= ============= In addition, the Company expensed ordinary development expenses amounting to KRW45,738 million and KRW39,848 million for the six-month periods ended June 30, 2004 and 2003, respectively. 12 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (5) Insured Assets Insured assets as of June 30, 2004 are as follows: Won (millions) Insured assets Insurance type Insured value Insurer ------------------------ ----------------------- -------------- ---------------------------- Buildings and machinery Fire insurance KRW 386,458 Samsung Insurance Co., Ltd. and others Buildings General insurance 145,383 Dongyang Insurance Co., Ltd. and others Construction in progress Assemble insurance 365,312 LG Fire Insurance Co., Ltd. and others Construction in progress Construction insurance 90,417 Hyundai Marine Fire Insurance Co., Ltd. and others In addition, the Company carries damage insurance for construction of its light-water nuclear reactor in North Korea, general insurance for vehicles and movables, marine cargo insurance for inventories, group casualty insurance for its employees and compensation liability insurance for its directors. (6) Investments (a) Investments other than those under the equity method as of June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------------------------------------- 2004 --------------------------------------------------------------- Unrealized Acquisition holding Fair Book % cost losses value value ---------- ----------- ---------- ---------- ---------- Available-for-sale: Equity securities: Energy Savings Investment Cooperatives 25.0~48.0 KRW 5,000 - (*1) 5,000 Korea Power Exchange 50.0 64,476 - (*1) 64,476 Hwan Young Steel Co., Ltd. (*2) 0.14 1,364 - - 120 Investment securities in treasury stock fund (*3) - 18,271 6,504 11,767 11,767 ----------- ---------- ---------- ---------- 89,111 6,504 11,767 81,363 ----------- ---------- ---------- ---------- Held-to-maturity: Government bonds 58 - - 58 ----------- ---------- ---------- ---------- Total KRW 89,169 6,504 11,767 81,421 =========== ========== ========== ========== (*1) Fair values are not available (*2) The Company recognized an impairment loss of KRW1,244 million that was deemed as an other-than-temporary decline. (*3) The Company has an investment in a treasury stock fund composed of treasury stock and other investment securities. The other investment securities are recorded as available-for-sale securities. The treasury stock is recorded as a capital adjustment (note 15). 13 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Losses on valuation of these available-for-sale securities recorded as a capital adjustment, amount to KRW6,504 million and KRW8,714 million as of June 30, 2004 and December 31, 2003, respectively. 14 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (6) Investments, Continued Won (millions) --------------------------------------------------------------- 2003 --------------------------------------------------------------- Unrealized Acquisition holding Fair Book % cost losses value value ---------- ----------- ---------- ---------- ---------- Available-for-sale: Equity securities: Securities Market Stabilization Fund 7.64 KRW 7,763 - (*) 7,763 Energy Savings Investment Cooperatives 25.0~48.0 5,000 - (*) 5,000 Korea Power Exchange 50.0 62,606 - (*) 62,606 Hwan Young Steel Co., Ltd. 0.14 1,364 - - 120 Investment securities in Treasury stock fund - 26,295 8,714 17,581 17,581 ----------- ---------- ---------- ---------- 103,028 8,714 17,581 93,070 ----------- ---------- ---------- ---------- Held-to-maturity: Government bonds 36 - - 36 ----------- ---------- ---------- ---------- Total KRW 103,064 8,714 KRW 17,581 93,106 =========== ========== ========== ========== (*) Fair values are not available (b) Investments in affiliated companies accounted for using the equity method as of June 30, 2004 are as follows: Won (millions) ----------------------------------------------------------- 2004 ----------------------------------------------------------- Percentage Acquisition Net asset Affiliate of ownership Cost value Book value ----------------------------- ------------ -------------- ------------ ------------- Korea Hydro & Nuclear Power Co., Ltd. (*1) 100.0 KRW 9,364,799 11,204,514 11,204,514 Korea South-East Power Co., Ltd. (*1) 100.0 1,232,004 1,931,375 1,931,375 Korea Midland Power Co., Ltd. (*1) 100.0 1,325,891 2,047,731 2,047,731 Korea Western Power Co., Ltd. (*1) 100.0 1,442,638 1,987,417 1,987,417 Korea Southern Power Co., Ltd. (*1) 100.0 1,797,378 2,106,073 2,106,073 Korea East-West Power Co., Ltd. (*1) 100.0 2,322,905 2,440,284 2,440,284 Korea Power Engineering Co., Ltd. (*1) 97.9 4,991 198,837 61,783 Korea Plant Service & Engineering Co., Ltd.(*1) 100.0 6,000 268,567 268,567 KEPCO Nuclear Fuel Co., Ltd. (*1) 96.4 89,757 164,468 150,956 Korea Electric Power Data Network Co., Ltd. (*1) 100.0 64,000 133,989 109,661 Korea Electric Power Industrial Development, Ltd. (*1) 49.0 7,987 20,591 20,591 Powercomm Corporation (*1) 43.1 323,470 374,389 374,389 Korea Gas Corporation (*1) 24.5 94,500 778,824 778,824 Korea District Heating Co. (*1) 26.1 5,660 168,996 168,996 KEPCO International Hong Kong Ltd. (*1, *2) 100.0 20,000 186,913 186,913 KEPCO International Philippines Inc. (*1, *2) 100.0 91,716 111,866 111,866 -------------- ------------ ------------- KRW 18,193,696 24,124,834 23,949,940 ============== ============ ============= 15 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (6) Investments, Continued (*1) The Company used unaudited financial statements of the above affiliated companies when applying the equity method of accounting. The Company eliminated the unrealized gains arising from the transactions with the above affiliates. The eliminated unrealized gain arising from transactions with Korea Power Engineering Co., Ltd., KEPCO Nuclear Fuel Co., Ltd. and Korea Electric Power Data Network Co., Ltd. amounted to KRW137,054 million, KRW13,512 million and KRW24,328 million, respectively, for the six-month period ended June 30, 2004 (*2) As KEPCO International Hong Kong Ltd. owns 100 percent of the shares of KEPCO Philippines Corporation ("KEPHILCO") and KEPCO International Philippines Inc. holds 51 percent of the shares of KEPCO Ilijan Corporation ("KEILCO"), when applying the equity method, the Company accounts for equity incomes from KEPCO International Hong Kong Ltd. and KEPCO International Philippines Inc., that include the changes in the net equity of KEPHILCO and KEILCO, respectively. Investments in affiliated companies accounted for using equity method as of December 31, 2003 are as follows: Won (millions) ----------------------------------------------------------- 2003 ----------------------------------------------------------- Percentage Acquisition Net asset Affiliate of ownership Cost value Book value ----------------------------- ------------ -------------- ------------ ------------- Korea Hydro & Nuclear Power Co., Ltd. 100.0 KRW 9,364,799 11,014,714 11,014,714 Korea South-East Power Co., Ltd. 100.0 1,232,004 1,990,715 1,990,715 Korea Midland Power Co., Ltd. 100.0 1,325,891 2,080,695 2,080,695 Korea Western Power Co., Ltd. 100.0 1,442,638 1,988,052 1,988,052 Korea Southern Power Co., Ltd. 100.0 1,797,378 2,092,460 2,092,460 Korea East-West Power Co., Ltd. 100.0 2,322,905 2,424,164 2,424,164 Korea Power Engineering Co., Ltd. 97.9 4,991 195,624 69,038 Korea Plant Service & Engineering Co., Ltd. 100.0 6,000 267,041 267,041 KEPCO Nuclear Fuel Co., Ltd. 96.4 89,757 157,701 145,098 Korea Electric Power Data Network Co., Ltd. 100.0 64,000 129,724 115,382 Korea Electric Power Industrial Development, Ltd. 49.0 7,987 22,092 22,092 Powercomm Corporation 43.1 323,470 363,687 363,687 Korea Gas Corporation 24.5 94,500 740,280 740,280 Korea District Heating Co. 26.1 5,660 159,165 159,165 KEPCO International Hong Kong Ltd. 100.0 20,000 173,629 173,629 KEPCO International Philippines Inc. 100.0 91,716 126,052 126,052 -------------- ------------ ------------- KRW 18,193,696 23,925,795 23,772,264 ============== ============ ============= 16 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (6) Investments, Continued (c) Changes in investments in affiliated companies under the equity method for the six-month period ended June 30, 2004 are as follows: Won (millions) ------------------------------------------------------------------------------- 2004 ------------------------------------------------------------------------------- Book value as of Equity income Capital Book value as of Affiliate January 1, 2004 (loss) adjustment Others(*) June 30, 2004 --------------------- ---------------- ------------- ----------- ----------- ----------------- Korea Hydro & Nuclear Power Co., Ltd. KRW 11,014,714 427,426 - (237,626) 11,204,514 Korea South-East Power Co., Ltd. 1,990,715 107,010 - (166,350) 1,931,375 Korea Midland Power Co., Ltd. 2,080,695 84,861 (53) (117,772) 2,047,731 Korea Western Power Co., Ltd. 1,988,052 88,322 (2,717) (86,240) 1,987,417 Korea Southern Power Co., Ltd. 2,092,460 77,930 335 (64,652) 2,106,073 Korea East-West Power Co., Ltd. 2,424,164 48,916 1,018 (33,814) 2,440,284 Korea Power Engineering Co., Ltd. 69,038 6,849 - (14,104) 61,783 Korea Plant Service & Engineering Co., Ltd. 267,041 20,326 - (18,800) 268,567 KEPCO Nuclear Fuel Co., Ltd. 145,098 7,881 - (2,023) 150,956 Korea Electric Power Data Network Co., Ltd. 115,382 (3,741) 420 (2,400) 109,661 Korea Electric Power Industrial Development, Ltd. 22,092 2,419 - (3,920) 20,591 Powercomm Corporation 363,687 11,418 578 (1,294) 374,389 Korea Gas Corporation 740,280 65,287 4,441 (31,184) 778,824 Korea District Heating Co. 159,165 10,887 (1) (1,055) 168,996 KEPCO International Hong Kong Ltd. 173,629 23,497 (10,213) - 186,913 KEPCO International Philippines Inc. 126,052 12,443 (16,158) (10,471) 111,866 ---------------- ------------- ----------- ----------- ----------------- KRW 23,772,264 991,731 (22,350) (791,705) 23,949,940 ================ ============= =========== =========== ================= (*) Others represent dividends from the affiliates. 17 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (6) Investments, Continued Changes in investments in affiliated companies under the equity method for the year ended December 31, 2003 are as follows: Won (millions) ------------------------------------------------------------------------------- 2003 ------------------------------------------------------------------------------- Book value as of Capital Book value as of Affiliate January 1, 2003 Equity income adjustment Others(*) December 31, 2003 --------------------- ---------------- ------------- ----------- ----------- ----------------- Korea Hydro & Nuclear Power Co., Ltd. KRW 10,577,527 652,182 - (214,995) 11,014,714 Korea South-East Power Co., Ltd. 1,679,117 345,669 (801) (33,270) 1,990,715 Korea Midland Power Co., Ltd. 1,781,127 345,230 223 (45,885) 2,080,695 Korea Western Power Co., Ltd. 1,772,973 254,077 5,002 (44,000) 1,988,052 Korea Southern Power Co., Ltd. 1,953,743 182,849 (261) (43,871) 2,092,460 Korea East-West Power Co., Ltd. 2,373,207 84,995 (3,298) (30,740) 2,424,164 Korea Power Engineering Co., Ltd. 51,991 28,800 - (11,753) 69,038 Korea Plant Service & Engineering Co., Ltd. 238,947 37,094 - (9,000) 267,041 KEPCO Nuclear Fuel Co., Ltd. 134,538 12,487 - (1,927) 145,098 Korea Electric Power Data Network Co., Ltd. 118,075 1,807 - (4,500) 115,382 Korea Electric Power Industrial Development, Ltd. 40,730 3,114 - (21,752) 22,092 Powercomm Corporation 359,090 10,421 1,188 (7,012) 363,687 Korea Gas Corporation 690,705 73,329 4,596 (28,350) 740,280 Korea District Heating Co. 147,898 13,304 (1,358) (679) 159,165 KEPCO International Hong Kong Ltd. 124,808 56,817 (7,996) - 173,629 KEPCO International Philippines Inc. 108,255 21,343 (4,769) 1,223 126,052 ---------------- ------------- ----------- ----------- ----------------- KRW 22,152,731 2,123,518 (7,474) (496,511) 23,772,264 ================ ============= =========== =========== ================= (*) Other are composed of acquisition (disposal) amounts of investment securities and dividends from the affiliates. (7) Loans to employees The Company has provided housing and tuition loans to employees as follows as of June 30, 2004 and December 31, 2003: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Short-term loans KRW 9,518 9,267 Long-term loans 153,794 142,368 --------------- -------------- KRW 163,312 151,635 =============== ============== 18 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (8) Other Non-current Assets Other non-current assets as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Long-term trade receivable, net KRW 2,509 2,509 Deposit received 65,976 58,135 Others 82,086 82,466 --------------- -------------- KRW 150,571 143,110 =============== ============== (9) Cash and Cash Equivalents Cash and cash equivalents as of June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Cash and cash equivalents: Cash on hand KRW 81 71 Sundry deposits 335,500 366,558 Cash equivalents (*) 47,555 188 --------------- -------------- 383,136 366,817 =============== ============== (*) Cash equivalents consist of money market funds, money market deposit accounts and time deposits with maturities of three months or less at the acquisition date. (10) Short-term financial Instruments Short-term financial instruments as of June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Time Deposits - 13,000 Trust accounts - 43,000 Repurchase agreements 46,000 5,000 --------------- -------------- 46,000 61,000 =============== ============== 19 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (11) Inventories Inventories as of June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Raw materials KRW 3,240 1,991 Supplies 70,021 73,066 Other 5,767 3,739 --------------- -------------- KRW 79,028 78,796 =============== ============== (12) Other Current Assets Other current assets at June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Held-to-maturity securities (*) KRW 2 5 Short-term loans to employees (note 7) 9,518 9,267 Accrued interest income 1,297 2,777 Advance payments 1,536 297 Prepaid expenses 19,675 3,244 Other current assets 122,616 106,331 --------------- -------------- KRW 154,644 121,921 =============== ============== (*) Held-to-maturity securities consist of government and municipal bonds (13) Capital Surplus Capital surplus as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Paid-in capital in excess of par value KRW 811,296 811,301 Reserves for asset revaluation 12,552,973 12,552,973 Other capital surplus 1,006,088 1,009,505 --------------- -------------- KRW 14,370,357 14,373,779 =============== ============== The Company revalued its property, plant and equipment in accordance with the KEPCO Act and the Asset Revaluation Law, and recorded a revaluation gain of KRW12,552,973 million as a reserve for asset revaluation. The reserve for asset revaluation may be credited to paid-in capital or offset against any accumulated deficit by resolution of the shareholders. 20 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (14) Retained Earnings Appropriated retained earnings as of June 30, 2004 and December 31, 2003 are summarized as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Legal reserve KRW 1,601,871 1,600,252 Reserve for business rationalization 31,900 31,900 Reserve for business expansion 12,438,120 10,925,338 Reserve for investment on social overhead capital 5,092,449 5,012,449 Reserve for research and human development 180,000 120,000 Voluntary reserve 210,000 210,000 --------------- -------------- KRW 19,554,340 17,899,939 =============== ============== 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 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. Under the Special Tax Treatment Control Law, investment tax credit was allowed for certain investments. The Company was, however, required to appropriate from retained earnings the amount of tax benefits obtained and transfer such amount into a reserve for business rationalization. Effective December 11, 2002, the Company is no longer required to establish a reserve for business rationalization despite tax benefits received for certain investments and, consequently, the existing balance is now regarded as a voluntary reserve. The reserves for the investment on social overhead capital and research and human development are appropriated by the Company to avail itself of qualified tax credits to reduce corporate tax liabilities. This reserve is not available for cash dividends for a certain period as defined in the Tax Incentive Control Law. (15) Capital Adjustments Capital adjustments as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) --------------------------------- 2004 2003 --------------- -------------- Treasury stock KRW (199,985) (195,379) Loss on valuation of available- for-sale securities (6,504) (8,714) Equity income of affiliates 31,061 53,412 --------------- -------------- KRW (175,428) (150,681) =============== ============== The Company has shares held as treasury stock amounting to KRW 199,985 million (11,068,050 shares) and KRW 195,379 million (10,713,050 shares) as of June 30, 2004 and December 31, 2003, respectively, for the purpose of stock price stabilization. 21 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (16) Long-term borrowings Long-term borrowings as of June 30, 2004 and December 31, 2003 are as follows: (a) Local currency long-term borrowings Won (millions) Annual ------------------------------ Lender Type interest rate (%) 2004 2003 ------------------- ---------------- ----------------- -------------- ------------- Korea Development Bank Industrial facility 4.76~7.50 KRW 4,004,834 3,505,628 Others 5.50~6.00 34 35 -------------- ------------- Less: Current portion (728,281) (715,775) -------------- ------------- KRW 3,276,587 2,789,888 ============== ============= (b) Foreign currency long-term borrowings Won (millions) Annual ------------------------------ Lender Type interest rate (%) 2004 2003 ------------------- ------------- ----------------- -------------- ------------- Barclays International Financial Services 6 month Libor (Ireland) Ltd. Commercial +0.45 KRW 90,528 187,851 Less: Current portion (90,528) (187,851) -------------- ------------- KRW - - ============== ============= (c) Debentures Won (millions) Annual ------------------------------ Lender interest rate (%) 2004 2003 ------------------- ----------------- -------------- ------------- Local currency debentures (Electricity bonds) 4.59~9.67 KRW 3,855,000 4,235,000 Foreign currency debentures(*) 1.18~8.28 5,218,686 5,530,157 -------------- ------------- 9,073,686 9,765,157 -------------- ------------- Less: Current portion (2,451,855) (3,122,750) Discount (45,093) (46,056) -------------- ------------- KRW 6,576,738 6,596,351 ============== ============= 22 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (16) Long-term borrowings, Continued (*) In 2003, the Company sold debentures of US$ 250,000 thousand to KEPCO Cayman Company Limited. These debentures have the right to be exchanged with the shares of Powercomm Corporation held by the Company. Based on these assets, KEPCO Cayman Company Limited issued foreign debentures of US$ 250,000 thousand, the details of which are as follows: - Maturity date: November 26, 2008 - Qualifying Public Offering (QPO): QPO means the first listing on the Korea Stock Exchange, New York Stock Exchange or National Association of Securities Dealers Automated Quotations (NASDAQ) meeting certain requirements. It is not required that Powercomm Corporation must perform QPO prior to the maturity of the debentures, neither the Company guarantees the QPO of Powercomm Corporation. - Shares to be exchanged: Powercomm Corporations shares or Deposit Receipt (DR) - Exchangeable period: From 10th day after the listing of Powercomm Corporation to 10th day before its maturity - Exchange price: 120% of lower amount of market price on listing day or weighted average price for 10 days after its listing. - Early redemption: When certain conditions are met or after 3 years from the listing, outstanding debentures are redeemable at the guaranteed return of 2.88% (102.74% of issuance amount) - Repayment at the maturity: Repayment will be made with the guaranteed return of 3.68% (109.13% of issuance amounts). The Company has provided payment guarantees to KEPCO Cayman Company Limited for the principal and interest of the above foreign debentures. (d) Exchangeable bonds Won (millions) Annual ------------------------------ Description interest rate (%) 2004 2003 ------------------------------------ ----------------- -------------- ------------- Overseas exchangeable bonds 0.00 KRW 277,256 277,256 Plus: Premium on debentures issued 18,870 20,987 Less: Conversion right adjustment (39,398) (43,817) -------------- ------------- 256,728 254,426 ============== ============= On November 4, 2003, the Company issued overseas exchangeable bonds of Japanese Yen 28,245,468 thousand at a premium value. The details of the bonds are as follows: - Maturity date: November 4, 2008 - Amount to be paid at maturity: JPY 25,935,061 thousand - Exchange period: From December 15, 2003 to 10th day prior to its maturity - Shares to be exchanged: Common stock held by the Company or its equivalent Deposit Receipt (DR). - Exchange price: (pound) 30,000 per share - Put option: Bond holders have the put option that they can request redemption at JPY 26,834,000 thousand on November 6, 2006. 23 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (16) Long-term borrowings, Continued (e) Leases (i) The Company entered into a capital lease agreement with Korea Development Leasing Corporation for certain computer systems, of which book value is KRW 1,727 million as of June 30, 2004. Depreciation of the leased assets amounted to KRW 2,099 million for the six-month period ended June 30, 2004 (ii) Annual payments under capital and operating lease agreements as of June 30, 2004 are as follows: Won (millions) -------------------------------------- Year ended June 30 Capital lease Operating lease ------------------- ----------------- ----------------- 2005 KRW 1,474 587 ================= Less : Interest (29) Current portion (1,445) ----------------- KRW - ================= (f) Foreign currency debts, by currency, as of June 30, 2004 and December 31, 2003 are as follows: Won (millions), USD, JPY, EUR and GBP (thousands) -------------------------------------------------------------------------- 2004 2003 -------------------------------------------------------------------------- Foreign Won Foreign Won currency equivalent currency equivalent ---------------- --------------- ---------------- -------------- Current portion of long-term borrowings USD 75,000 KRW 90,528 USD 150,000 KRW 187,851 --------------- -------------- Debentures USD 3,180,360 3,669,562 USD 2,902,030 3,480,249 JPY 137,500,000 1,463,041 JPY 175,060,000 1,959,972 EUR 25,183 35,097 EUR 25,183 37,839 GBP 24,467 50,986 GBP 24,467 52,097 --------------- -------------- 5,218,686 5,530,157 Exchangeable bond JPY 25,935,061 277,256 JPY 25,935,061 277,256 --------------- -------------- KRW 5,586,470 KRW 5,995,264 =============== ============== 24 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (16) Long-term borrowings, Continued (g) Aggregate maturities of the Company's long-term debt as of June 30, 2004 are as follows: Won (millions) ------------------------------------------------------------------------------------------------- Local Foreign Capital Year ended currency currency Electricity Foreign Exchangeable lease June 30 borrowings borrowings bonds debentures bonds obligations Total ----------- ------------- ----------- ----------- ------------ ------------- ----------- ---------- 2005 KRW 728,281 90,528 1,290,000 1,161,855 - 1,445 3,272,109 2006 1,040,453 - 390,000 916,091 - - 2,346,544 2007 834,147 - 580,000 52,495 - - 1,466,642 2008 559,043 - 600,000 1,146,094 - - 2,305,137 2009 177,735 - 875,000 527,810 277,256 - 1,857,801 Thereafter 665,209 - 120,000 1,414,341 - - 2,199,550 ------------- ----------- ---------- ----------- ------------- ----------- ----------- KRW 4,004,868 90,528 3,855,000 5,218,686 277,256 1,445 13,447,783 ============= =========== ========== =========== ============= =========== =========== (17) Assets and Liabilities Denominated in Foreign Currencies There are no significant liabilities denominated in foreign currencies other than those mentioned in Note 16(f). Major assets denominated in foreign currencies as of June 30, 2004 and December 31, 2003 are as follows: 2004 2003 ---------------------------- ------------------------- Foreign Won Foreign Won currency equivalent currency equivalent (thousands) (millions) (thousands) (millions) ------------- ----------- ----------- ---------- Cash and cash equivalents USD 190 KRW 219 USD 4,578 KRW 5,484 JPY 788,659 8,392 JPY - - Trade receivables USD 398 459 USD 4,959 5,940 Other account receivables USD - - USD 607 727 Other non-current USD 98 112 USD 12 14 assets JPY 9,706 103 JPY 5,860 66 EUR 8 11 EUR - - ----------- ---------- KRW 9,296 KRW 12,231 =========== ========== 25 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (18) Retirement and Severance Benefits Changes in retirement and severance benefits for six-month period ended June 30, 2004 and for the year ended December 31, 2003 are summarized as follows: Won (millions) -------------------------------- 2004 2003 -------------- ------------ Estimated severance liability at beginning of year KRW 316,503 226,708 Provision for retirement and severance benefits 30,922 98,150 Payments (5,395) (8,355) -------------- ------------ Estimated severance liability at end of year 342,030 316,503 Transfer to National Pension Fund (95) (95) -------------- ------------ Net balance at end of year KRW 341,935 316,408 ============== ============ (19) Receivables at Prevent Value Present value discounts on receivables as of June 30, 2004 are as follows: Won (millions) ---------------------------------------- Present Interest rate (%) Period Nominal value Discount value ----------------- ------ ------------- ----------- ----------- Other accounts receivable 5.24, 6.00 2002.12~2005.12 KRW 177,729 18,229 159,500 Long-term other accounts receivable 5.24, 6.00 2002.12~2005.12 257,500 6,625 250,875 ------------ ------------ ----------- KRW 435,229 24,854 410,375 ============ ============ =========== (20) Other Current Liabilities Other current liabilities as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) -------------------------------- 2004 2003 -------------- ------------ Advance received KRW 40,457 281 Withholdings 124,682 141,623 Unearned revenue 9,863 3,304 Others 314,453 321,302 -------------- ------------ KRW 489,455 466,510 ============== ============ 26 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (21) Derivative Instruments Transactions The Company has entered into the various swap contracts to hedge risks involving exchange rate and interest rate of foreign currency debts. These contracts are recorded at fair value with the unrealized gains and losses being recorded in the statement of income. (a) Currency swap contracts as of June 30, 2004 are as follows: Contract amounts Contract interest rate in millions per annum Contract Settlement ----------------------- -------------------------- Year Year Pay Receive Pay (%) Receive (%) -------- ---------- ----------- ---------- ------------- ----------- The Sumitomo Bank Ltd. 1995 2005 US$ 286 JPY 27,000 7.68 4.15 Mizuho Co., Ltd. 1995 2005 US$ 149 JPY 14,425 6M Libor 3.40 (formerly The Fuji Bank, Ltd.) + 0.155 Canadian Imperial Bank of Commerce 1996 2006 US$ 97 JPY 10,000 Libor+ 0.13 3.80 J.P. Morgan Chase Bank 1996 2006 US$ 200 JPY 21,000 Libor+ 0.14 4.00 Deutsche Bank 1998 2004 JPY 1,705 US$ 55 6.41 7.11 (formerly Bankers Trust Co.) EUR 13 CHF 20 CAD 20 Deutsche Bank 1998 2004 JPY 2,945 US$ 95 6.36 7.05 (formerly Bankers Trust Co.) EUR 22 CHF 35 CAD 34 J.P. Morgan Chase Bank & Deutsche 2002 2007 JPY 76,700 US$ 650 1.18 4.25 Bank (*1, *3) Barclays Bank PLC, London 2002 2007 JPY 30,400 US$ 250 1.04 3M Libor + 0.75 Deutsche Bank(*2) 2003 2013 KRW 178,350 US$ 150 CD+3.3 7.75 Union Bank of Switzerland (*2) 2003 2013 KRW 148,625 US$ 125 CD+3.3 7.75 Credit Swiss First Boston(*2) 2003 2013 KRW 89,175 US$ 75 CD+3.3 7.75 (*1) If the Republic of Korea declares default on its debts, KEPCO is entitled to receive Korean government bonds instead of cash. Valuation for these embedded derivatives is reflected in the valuation of the currency swap. (*2) The Company has purchased call option in addition to these swaps, under which the Company can exchange each KRW 5,945 million with the amounts of KRW 5,000,000 multiplied by Spot FX rate (US$/KRW) until December 22, 2004, and the valuation for this call option is considered in the valuation of the swaps. (*3) The Company pays JPY 7,670 million which is 10% of the contract amount every March and September and will receive US$ 650 million in September 2007. 27 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (21) Derivative Instruments Transactions, Continued (b) Interest rate swap contracts as of June 30, 2004 are as follows Contract interest rate per annum Notional amount ----------------------------------- in millions Pay (%) Receive (%) Term --------------- ---------------- ---------------- --------- J.P. Morgan Chase Bank US$ 149 6.91 Libor+0.155 1995-2005 Barclays Bank PLC, London US$ 150 6M Libor-1 6M Libor+0.45 1997-2004 Shinhan Bank US$ 100 6.50 6.75 1997-2004 Deutsche Bank US$ 55 6.93 1998-2004 (formerly Bankers Trust Co.) JPY 1,705 6.41 EUR 13 6.41 CHF 20 6.41 CAD 20 6.41 Deutsche Bank US$ 95 6.87 1998-2004 (formerly Bankers Trust Co.) JPY 2,945 6.36 EUR 22 6.36 CHF 35 6.36 CAD 34 6.36 Deutsche Bank US$ 100 Max Max 1998-2007 (formerly Bankers Trust Co.) (6,074-Libor, 0) (Libor-6.074, 0) Deutsche Bank US$ 100 Max Max 1998-2007 (formerly Bankers Trust Co.) (Libor-6.074,0) (6.074-Libor, 0) Deutsche Bank KRW 178,350 5%+2X[JPY/ CD+3.3 2003-2013 KRW-11.03%] Union Bank of Switzerland KRW 148,625 5%+2X[JPY/ CD+3.3 2003-2013 KRW-11.03%] Credit Swiss First Boston KRW 89,175 5%+2X[JPY/ CD+3.3 2003-2013 KRW-11.03%] (c) Valuation gains and losses on swap contracts recorded as other income or expense for the six-month periods ended June 30, 2004 and 2003 are as follows: Won (millions) ---------------------------------- 2004 2003 --------------- -------------- Currency swap Gains KRW 16,239 29,801 Losses (34,335) (27,347) Interest rate swap Gains 56,517 11,205 Losses (1,575) (8,528) --------------- -------------- KRW 36,846 5,131 =============== ============== 28 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (22) Power Generation, Transmission and Distribution Expenses Power generation, transmission and distribution expenses for the six-month periods ended June 30, 2004 and 2003 are as follows: Won (millions) ------------------------------- 2004 2003 -------------- -------------- Material expenses: Oil KRW 9,089 5,388 -------------- -------------- Labor expenses: Salaries 254,135 229,794 Severance and retirement benefits 17,785 17,350 -------------- -------------- 271,920 247,144 Overhead expenses: Employee benefits 40,649 35,772 Taxes and dues 2,182 1,700 Rent 14,647 12,907 Depreciation 789,405 740,485 Maintenance 276,348 339,814 Commission and consultation fees 40,288 31,275 Compensation expense 7,731 16,760 Ordinary development expenses 37,858 33,531 Utility plant removal costs 72,387 90,890 Others 31,377 33,427 -------------- -------------- 1,312,872 1,336,561 -------------- -------------- KRW 1,593,881 1,589,093 ============== ============== (23) Selling, General and Administrative Expenses Details of selling, general and administrative expenses for the six-month periods ended June 30, 2004 and 2003 are as follows: Won (millions) ------------------------------- 2004 2003 -------------- -------------- Salaries KRW 171,111 156,205 Employee benefits 30,311 24,834 Taxes and dues 2,189 1,811 Rent 5,798 8,282 Depreciation and amortization 16,695 20,088 Maintenance 6,101 5,459 Commission and consultation fees 32,972 39,299 Ordinary development 7,840 6,289 Promotion 9,682 8,636 Bad debts 8,184 5,722 Communication 13,328 12,153 Insurance 494 4,462 Rewards 922 296 Miscellaneous 161,521 144,152 -------------- -------------- KRW 467,148 437,688 ============== ============== 29 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (24) Income Taxes (a) The Company is subject to a number of income taxes based on taxable at the following normal tax rates: Taxable earnings Prior to 2005 Thereafter -------------------- ------------- ---------- Up to KRW100 million 16.5% 14.3% Over KRW100 million 29.7% 27.5% In December 2003, the Korean government reduced the corporate income tax rate beginning in 2005. Specifically, effective from January 1, 2005, the income tax rate will be reduced from 29.7% to 27.5%. The components of income tax expense for the six-month periods ended June 30, 2004 and 2003 are summarized as follows: Won (millions) ------------------------------- 2004 2003 -------------- -------------- Current income tax expense KRW 443,436 309,167 Deferred income tax expense 28,022 162,152 -------------- -------------- KRW 471,458 471,319 ============== ============== (b) The provision for income taxes calculated using the normal tax rates differs from the actual provision for the six-month periods ended June 30, 2004 and 2003 for the following reasons: Won (millions) ----------------------------- 2004 2003 ------------- ------------- Provision for income taxes at normal tax rates KRW 574,919 521,087 Tax effects of permanent differences, primarily dividend income (104,497) (49,648) Tax credit (1,035) - Other, net - (120) ------------- ------------- Actual provision for income taxes KRW 471,458 471,319 ============= ============= The effective tax rates, after adjustments for certain differences between amounts reported for financial accounting and income tax purposes, were approximately 24.35 % and 26.86 % for the six-month periods ended June 30, 2004 and 2003, respectively. 30 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (24) Income Taxes, Continued (c) The tax effects of temporary differences that result in significant portions of the deferred income tax assets and liabilities as of June 30, 2004 and December 31, 2003 are presented below: Won (millions) ------------------------------- 2004 2003 -------------- -------------- Deferred tax assets: Loss on valuation of derivatives KRW 123,124 115,270 Retirement and severance benefits 56,640 52,379 Deferred foreign exchange translation loss 12,759 14,655 Other 161,532 266,562 -------------- -------------- Total deferred tax assets 354,055 448,866 -------------- -------------- Deferred tax liabilities: Gain on valuation of derivatives 106,059 86,309 Deferred foreign exchange translation gain 31,461 37,176 Reserve for social overhead capital investment 136,927 270,239 Gain on valuation of investment securities using the equity method 1,572,165 1,517,158 -------------- -------------- Total deferred tax liabilities 1,846,612 1,910,882 -------------- -------------- Net deferred tax liabilities KRW (1,492,557) (1,462,016) ============== ============== (25) Earnings Per Share Earnings per common share are calculated by dividing net earnings by the weighted-average number of shares of common stock outstanding. Won ------------------------------- 2004 2003 -------------- -------------- Net income in million Won KRW 1,464,442 1,283,226 Weighted-average number of common shares outstanding 629,858,023 631,387,812 -------------- -------------- Earnings per common share in Won KRW 2,325 2,032 ============== ============== 31 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (25) Earnings Per Share, Continued Diluted earnings per share for the six-month periods ended June 30, 2004 and 2003 are calculated as follows: Won ------------------------------- 2004 2003 -------------- -------------- Net income in million Won KRW 1,464,442 1,283,226 Exchangeable bond interest in million Won 1,617 - -------------- -------------- 1,466,059 1,283,226 -------------- -------------- Weighted-average number of common shares and diluted securities outstanding 639,857,870 631,387,812 -------------- -------------- Diluted earnings per share in Won KRW 2,291 2,032 ============== ============== (26) Transactions and Balances with Related Companies (a) Transactions with related parties for the six-month periods ended June 30, 2004 and 2003 are as follows: Won (millions) ----------------------------- Related party Transaction 2004 2003 --------------------------------------- --------------------------------------- ------------- ------------- Sales and other income: Korea Hydro & Nuclear Power Co., Ltd. Sales of electricity and others KRW 65,380 50,845 Korea South-East Power Co., Ltd. " 13,814 17,148 Korea Midland Power Co., Ltd. " 9,902 13,431 Korea Western Power Co., Ltd. " 12,995 17,268 Korea Southern Power Co., Ltd. " 8,241 8,588 Korea East-West Power Co., Ltd. " 2,012 19,290 Others " 48,568 39,483 ------------- ------------- KRW 160,912 166,053 ============= ============= Purchases and others: Korea Hydro & Nuclear Power Co., Ltd. Purchase of electricity and others KRW 2,348,664 2,417,162 Korea South-East Power Co., Ltd. " 753,578 735,508 Korea Midland Power Co., Ltd. " 969,316 968,803 Korea Western Power Co., Ltd. " 992,947 1,052,707 Korea Southern Power Co., Ltd. " 1,387,712 1,000,022 Korea East-West Power Co., Ltd. " 986,583 1,010,237 Korea Power Engineering Co., Inc. Designing of the power plant and others 6,803 78,917 Korea Plant Service & Engineering Co., Ltd. Utility plant maintenance 20,320 20,595 Korea Electric Power Data Network, Co., Ltd. Maintenance of computer system 10,255 98,094 Others Commissions for service and others 68,938 86,487 ------------- ------------- KRW 7,545,116 7,468,532 ============= ============= 32 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (26) Transactions and Balances with Related Companies, Continued (b) Receivables arising from related parties transactions as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) ------------------------------------------------ 2004 ------------------------------------------------ Trade Other Related party receivables receivables Total --------------------------------------- -------------- -------------- -------------- Korea Hydro & Nuclear Power Co., Ltd. 656KRW - 369 369 Korea South-East Power Co., Ltd. 1,731 672 2,403 Korea Midland Power Co., Ltd. 1,288 10,146 11,434 Korea Western Power Co., Ltd. 1,992 375 2,367 Korea Southern Power Co., Ltd. 1,278 422 1,700 Korea East-West Power Co., Ltd. 2,638 147 2,785 Others 473 10,040 10,513 -------------- -------------- -------------- KRW 9,400 22,171 31,571 ============== ============== ============== Won (millions) ------------------------------------------------ 2003 ------------------------------------------------ Trade Other Related party receivables receivables Total --------------------------------------- -------------- -------------- -------------- Korea Hydro & Nuclear Power Co., Ltd. KRW - 319 319 Korea South-East Power Co., Ltd. 1,778 367 2,145 Korea Midland Power Co., Ltd. 1,107 2,232 3,339 Korea Western Power Co., Ltd. 1,940 248 2,188 Korea Southern Power Co., Ltd. 1,157 360 1,517 Korea East-West Power Co., Ltd. 1,978 213 2,191 Others 1,990 9,607 11,597 -------------- -------------- -------------- KRW 9,950 13,346 23,296 ============== ============== ============== 33 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (26) Transactions and Balances with Related Companies, Continued (c) Payables arising from related parties transactions as of June 30, 2004 and December 31, 2003 are as follows: Won (millions) ------------------------------------------------ 2004 ------------------------------------------------ Trade Other Related party payables payables Total --------------------------------------- -------------- -------------- -------------- Korea Hydro & Nuclear Power Co., Ltd. KRW 351,023 8,210 359,233 Korea South-East Power Co., Ltd. 91,968 122 92,090 Korea Midland Power Co., Ltd. 117,440 5,713 123,153 Korea Western Power Co., Ltd. 150,635 4,154 154,789 Korea Southern Power Co., Ltd. 171,479 3,797 175,276 Korea East-West Power Co., Ltd. 131,104 621 131,725 Korea Power Engineering Co., Inc. - 7,129 7,129 Korea Plant Service & Engineering Co., Ltd. - 6,630 6,630 Korea Electric Power Data Network Co., Ltd. - 31,158 31,158 Others - 17,410 17,410 -------------- -------------- -------------- KRW 1,013,649 84,944 1,098,593 ============== ============== ============== Won (millions) ------------------------------------------------ 2003 ------------------------------------------------ Trade Other Related party payables payables Total --------------------------------------- -------------- -------------- -------------- Korea Hydro & Nuclear Power Co., Ltd. KRW 379,121 1,954 381,075 Korea South-East Power Co., Ltd. 117,954 4,411 122,365 Korea Midland Power Co., Ltd. 145,548 9,387 154,935 Korea Western Power Co., Ltd. 167,876 140 168,016 Korea Southern Power Co., Ltd. 179,803 93 179,896 Korea East-West Power Co., Ltd. 142,776 223 142,999 Korea Power Engineering Co., Inc. - 5,909 5,909 Korea Plant Service & Engineering Co., Ltd. - 5,509 5,509 Korea Electric Power Data Network Co., Ltd. - 56,334 56,334 Others 4,363 19,619 23,982 -------------- -------------- -------------- KRW 1,137,441 103,579 1,241,020 ============== ============== ============== 34 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (26) Transactions and Balances with Related Companies, Continued (d) The guarantees the Company has provided for related companies as of June 30, 2004 are as follows: Won (millions), Type Loan type Guaranteed company Financial institutions US$ (thousands) ---------------- ------------ -------------------- ---------------------- --------------- Payment Foreign KEPCO International Nippon Life Insurance US$ 82,006 guarantee currency Hong Kong Ltd. loan " Norinchukin Bank 35,000 " Korea Development Bank 6,954 KEPCO International Korea Development Bank 36,348 Philippines Inc. --------------- US$ 160,308 --------------- Joint liability Spin-off of six power generation Korea Development Bank on guarantee(*) power subsidiaries and others KRW 1,584,466 generation subsidiaries (*) The Company has the joint and several responsibilities with the subsidiaries to repay those debts, which were transferred and outstanding at the time of spin-off on April 2, 2001, under the Commercial Code of the Republic of Korea. The balance of the power generation subsidiaries' debts for which the Company has those joint and several responsibilities as of June 30, 2004 is KRW 1,584,466 million. KEPCO Ilijan Corporation, which is the subsidiary of KEPCO International Philippines Inc., is engaged in the power generation business in the Philippines and borrowed US$374,721 thousand as project financing from Japan Bank of International Cooperation and others for that business. The Company has provided Japan Bank of International Cooperation and others with the guarantees to the extent not exceeding US$ 72,000 thousand for performance of the power generation business of KEPCO Ilijan Corporation as well as with the partial guarantees to the extent not exceeding US$ 33,000 thousand for the repayment of that borrowing. 35 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (26) Transactions and Balances with Related Companies, Continued (e) The guarantees provided by related companies for the Company as of June 30, 2004 are as follows: Won (millions), USD, JPY, EUR and GBP (thousands) ------------------------------------------------------- Balance of borrowing as of Guaranteed Type of June, 30 Type Related party Currency amounts borrowings 2004 ------------------ ------------- -------- ----------- --------------- --------------- Payment Korea USD 75,634 Commercial USD 75,000 guarantee (*1) Development borrowings Bank USD 2,155,966 Foreign USD 1,707,535 currency bond JPY 115,605,003 " JPY 112,500,000 EUR 26,627 EUR 25,183 GBP 30,706 " GBP 24,467 Joint liability six power KRW 114,702 Long-term debts KRW 114,702 on guarantee (*2) generation KRW 240,000 Domestic KRW 240,000 subsidiaries debentures (*1) Korea Development Bank has also provided the repayment guarantee for some of foreign currency debentures of the Company, which existed at the time of spin-off, but not redeemed as of June 30, 2004, instead of the collective responsibilities of the power generation subsidiaries to facilitate the Restructuring Plan. (*2) As described note 26(d), the balance of the Company's borrowings for which six power generation subsidiaries have the joint and several responsibilities is KRW354,702 million as of June 30, 2004. (27) Commitments and Contingencies The Company is engaged in 224 lawsuits as a defendant and 31 lawsuits as a plaintiff. The total amount claimed against the Company is KRW102,790 million and the total amount claimed by the Company is KRW12,490 million as of June 30, 2004. The outcome of these lawsuits cannot presently be determined. In the opinion of management, the ultimate results of these lawsuits will not have a material adverse effect on the Company's financial position, results of operation, or liquidity. Two banks including the National Agricultural Cooperative Federation have provided the Company a credit (overdraft) line amounting to KRW110,000 million as of June 30, 2004. The Company entered into a turnkey contract with the Korea Peninsula Energy Development Organization (KEDO) on December 15, 1999, to construct two 1,000,000 KW-class pressurized light-water reactor units in North Korea. The contract amount is US$ 4,182 million and subject to adjustment to cover any changes in the price level. The construction projects have been temporarily suspended from December 1, 2003 due to the political environments surrounding the Korean peninsula. The Company entered into the Power Purchase Agreement with LG Energy Co., Ltd. and other independent power producers for power purchases in accordance with the Electricity Business Act and power purchased from these companies amounted to KRW497,858 million for the six-month period ended June 30, 2004. 36 Korea Electric Power Corporation NOTES TO NON-CONSOLIDATED FINANCIAL STAEMENTS (Unaudited) (28) Employee Welfare and Contributions to Society For employee welfare, the Company maintains a refectory, an infirmary, athletic facilities, a scholarship fund, workmen's accident compensation insurance, unemployment insurance and medical insurance. The Company donated KRW70,454 million and KRW7,534 million to the fund for the welfare of the Company's employees and others for the six-month periods ended June 30, 2004 and 2003, respectively. (29) Economic Environment In common with other Asian countries, the economic environment in the Republic of Korea continues to be volatile. In addition, the Korean government and the private sector continue to implement structural reforms to historical business practices including corporate governance. The Company may be either directly or indirectly affected by these economic conditions and the reform program described above. The accompanying financial statements reflect management's assessment of the impact to date of the economic environment on the financial position and results of operations of the Company. Actual results may differ materially from management's current assessment. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KOREA ELECTRIC POWER CORPORATION By: /s/ Kim, Myung Whan ---------------------------------- Name: Kim, Myung-Whan Title: General Manager of International Finance Dept. Date : Sep. 1, 2004