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A S 0 9 3 0 0 4 3 6 9

SEC Registration Number

L O P E Z H O L D I N G S C O R P O R A T I O N A N D S U

B S I D I A R I E S

(Companys Full Name)

4 t h F l o o r , B e n p r e s B u i l d i n g , M e r a

l c o A v e n u e , P a s i g C i t y 1 6 0 5

(Business Address: No. Street City/Town/Province)

Mr. Salvador Tirona 910-3040(Contact Person) (Company Telephone Number)

A

1 2 3 1 1 7 - A 0 5 3 0

Month Day (Form Type) Month Day(Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

9,491 P67 million US$23 million

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

COVER SHEET

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SECURITIES AND EXCHANGE COMMSSION

SEC FROM 17-A

ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATIONCODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES

1. For the fiscal year ended December 31, 2012

2. SEC Identification No. AS 093004369 3. BIR Tax Identification No. 002-825-058

4. Exact name of the registrant as specified in its charter

LOPEZ HOLDINGS CORPORATION

5. Philippines 6. ________ (SEC use only)Province, Country or other jurisdiction of Industry Classification code:

Incorporation or organization

7. 4th Floor, Benpres Building, Meralco Avenue, Pasig City, 1605.Address of principal officePostal code

8. (632) 910-3040Registrants telephone number, including area code

9. BENPRES HOLDINGS CORPORATION_______________________________Former name, former address, and former fiscal year, if changed since last year

10. Securities registered pursuant to Sections 8 and 12 of the SRC, OR Sec. 4 and 8 of the RSA

Title of Each Class Number of Shares of Common StockOutstanding and Amount of Debt Outstanding

Common Stock 4,583,577,061 sharesLong-term Commercial Papers P66 million

11. Are any or all of these securities listed on the Philippine Stock Exchange?

Yes [x] No [ ]

12. Check whether the registrant:

a) has filed all reports to be filed by Section 17 of the SRC and SRC 17 thereunder orSection 11 of the RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of theCorporation Code of the Philippines during the preceding 12 months (or for such shorter

period that the registrant was required to file such reports):Yes [x] No [ ]

b) has been subject to such filing requirements for the past 90 days.

Yes [x] No [ ]

13. State the aggregate market value of the voting stock held by non-affiliates of the registrant:

Php13.4 billion (as of December 31, 2012)

(Note: Item No. 14 and 15 in the Form is not applicable)

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TABLE OF CONTENTS

Page No.

PART IBUSINESS AND GENERAL INFORMATION

Business 1Properties 7Legal Proceedings 7Submission of Matters to a Vote of Security Holders 7

PART IIOPERATIONAL AND FINANCIAL INFORMATION

Market for Issuers Common Equity andRelated Stockholders Matters 8

Managements Discussion and Analysis or Plan of Operation 9Financial Statements 14Changes in and Disagreements with Accountants and

Financial Disclosure 14Compliance with Leading Practice on Corporate Governance 14

PART IIICONTROL AND COMPENSATION INFORMATION

Directors and Executive Officers of the Issuer 15Executive Compensation 19Security Ownership of Certain Beneficial Owners and

Management 19Certain Relationships and Related Transactions 20

PART IVEXHIBITS AND SCHEDULES

List of Subsidiaries and Direct Affiliates of the Registrant 21Reports on SEC Form 17-C (Current Report) 21

SIGNATURES 47

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES 48

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PART IBUSINESS AND GENERAL INFORMATION

Business

The Company

Lopez Holdings Corporation (Lopez Holdings or the Parent Company) was incorporated in 1993 by theLopez family to serve as the holding company for investments in major development sectors such asbroadcasting and cable; telecommunications; power generation and distribution; and banking. It added toits portfolio, investments in other basic service sectors but has since sold its interest in banking, tollroads, information technology, property development and health care delivery.

Its current interests are in multimedia communications, including broadcast, cable and telecom, andpower generation, especially in the development of clean, indigenous and/or renewable energy sources.No new businesses were developed in the last three years.

The Parent Company changed its corporate name from Benpres Holdings Corporation to LopezHoldings Corporation as approved by the Philippine Securities and Exchange Commission (SEC) on

June 23, 2010.

Please refer to Exhibit A on page 21 summarizing the list of the subsidiaries and direct associates of theregistrant including their principal activities, and effective percentage of ownership.

Lopez Holdings Corporation is a holding company which invested in leading Philippine corporations:ABS-CBN Corporation (ABS-CBN), the countrys largest multimedia conglomerate and First PhilippineHoldings Corporation (FPH), which has investments in sustainable energy development, infrastructure,property developmentand green manufacturing. Lopez Holdings, ABS-CBN and FPH are listed in thePhilippine Stock Exchange.

The company received a total of P865 million in cash dividends from its investees in 2012: P357 millionfrom ABS-CBN and P508 million from FPH. This compares with P1.446 billion in cash dividends received

in 2011: P938 million from ABS-CBN and P508 million from FPH.

Lopez Holdings declared a cash dividend of P0.10 per share in May 2012, the same rate as in 2011.

ABS-CBN is focused on a digital convergence strategy in cooperation with affiliate Sky CableCorporation (SKY). FPH is the parent company of clean and renewable energy leader First GenCorporation, which in turn controls geothermal energy pioneer Energy Development Corporation. FPHalso owns construction firm First Balfour, Inc.; pipeline operator First Philippine Industrial Corporation;property innovator Rockwell Land Corporation; preferred investment community First Philippine IndustrialPark; and First Philec Corporation, the intermediary holding company for investments in manufacturing.

Lopez Holdings posted P4.538 billion in net income attributable to equity holders of the Parent in 2012.The amount is 15 percent higher than the P3.955 billion reported in 2011.The 2012 results include the

companys share in the gain on sale of Meralco shares and gain related to acquisition of Rockwell sharesby associate FPH.

Net revenues amounting to P28.395 billion is 13 percent better than the previous years P25.143 billion,which reflects the improved performance of ABS-CBN amid a growing economy, ratings leadership andstrong revenues for cable.

Equity in net earnings increased by 409 percent to P3.728 billion from P732 million, as associate FPHreported net gains on the sale of its Meralco shares, as well as gain related to the acquisition ofRockwell shares. Consolidated revenues of FPH amounted to P77.952 billion from P70.315 billion in

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2011. Sale of electricity accounted for 76 percent of FPH revenues this year compared to 83 percent theprevious year.

As of December 31, 2012, Lopez Holdings had US$23 million and P67 million in direct obligations,compared to end-2011 debt levels of US$28 million and P79 million.

The Lopez Group broke ground on its future headquarters in Rockwell Center, Makati in April 2012.Funded by FPH and developed by Rockwell Land Corporation, the Lopez Tower is expected to becompleted in December 2014, for occupancy by the following year.

Media and Communications

ABS-CBN reported a consolidated net income attributable to equity holders of the Parent of P1.708billion, 29 percent lower than its net income of P2.420 billion the previous year. Removing the effects ofthe P1.032 billion-gain from sale of investments recognized in 2011, net income would have increasedby 23 percent. Recurring income growth was driven by strong advertising revenues and consumer sales.

Total consolidated revenues increased by 13 percent year-on-year to P31.730 billion, as advertisingsales rose by 8 percent to P19.061 billion. Consumer sales jumped 19 percent to P12.669 billion. SKYsrevenue growth of 32 percent to P5.9 billion was partly boosted by the acquisition of Destiny Cable, Inc.

in May 2011. SKY bought the assets of Destiny Cable, Solid Broadband Corporation and Uni-Cable TV,Inc. via Asset Purchase Agreements, for P3.497 billion, to expand SKYs cable TV and broadbandbusinesses.

ABS-CBN Globals revenues increased by 1 percent in US dollar terms, but declined by 1 percent inpeso terms. The lower rate of increase in peso terms was due to a 3 percent or P1.09 appreciation of thePhilippine peso exchange rate against the US dollar, from P43.30 as of end- 2011 to P42.21 as of end-2012.

ABS-CBN Globals overall viewer count increased by 2 percent, with steady growth in viewers inCanada, Asia Pacific, Australia, and North America. Viewership declined in the Middle East, Japan andEurope, reflecting continued economic and social challenges faced by customers in these areas.Meanwhile, TFC IPTV (The Filipino Channel Internet Protocol Television) was launched in Korea and

New Zealand.

Cash capital expenditures and program rights acquisitions for 2012 amounted to P4.958 billion, P753million or 18 percent higher than P4.205 billion the previous year.

Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) of ABS-CBNamounted to P6.524 billion, or a 5 percent decline year-on-year. Without the one-time gain in 2011,EBITDA was higher by 15 percent year-on-year.

The media conglomerate paid a cash dividend of P0.80 per share in 2012, on account of its investmentactivities. It paid a cash dividend of P2.10 per share in 2011. The company is investing for growth as itleads and innovates in the media and communications sector of the future.

ABS-CBN shareholders approved the reclassification of 200 million unissued common shares with a parvalue of P1.00 each into one billion cumulative, voting, non-participating, redeemable and non-convertible preferred shares with a par value P0.20 per share, to create such preferred shares, and issuethe same at par value. The preferred shares would not be listed in any stock exchange. The PhilippineSEC approved the corresponding amendments to the ABS-CBN Articles of Incorporation in November2012.

In December 2012, ABS-CBNs Board of Directors (BOD)approved the offering of one billion preferredshares with a par value of P0.20 per share pro rata to existing stockholders at an issue price of P0.20per share. The BOD fixed the cumulative interest rate at 2.0 percent per annum payable on each

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anniversary date from the issue date. Stockholders as of December 26, 2012 were entitled to subscribeto the preferred shares, which being voting, could not be owned by non-Filipinos.

The shares were offered from January 7 to January 25, 2013. Preferred shares numbering 414,794,086,which were not subscribed by the entitled stockholders during the rights offering, were taken up byLopez, Inc., the controlling shareholder of Lopez Holdings Corporation.

One billion ABS-CBN preferred shares were issued at the par value of P0.20 per share in February2013, following the conclusion of the rights offering.

Based on Kantar National TV Ratings, ABS-CBN maintained its national audience share and ratingsleadership for urban and rural audiences, with primetime averaging 48 percent in 2012, or a 20percentage point lead over its nearest competitor.

For the period June to December 2012, nine of the Top 10 shows for Total Philippines (Urban and Rural)were from ABS-CBN: Walang Hanggan, Princess and I, MMK Ang Tahanan Mo, Wansapanataym, TVPatrol (Weekday), Ina Kapatid Anak, WBO Junior Featherweight Championship, WBO JuniorFeatherweight Championship, and Donaire vs Mathebula.

Balls and Studio 23 inked an agreement with Union of European Football Associations (UEFA ) for the

exclusive coverage of the 2012 to 2015 UEFA Champions League and the UEFA Europa Leagueseasons. Balls (SKY Channel 34) and Studio 23 started broadcasting the matches live in September2012, when the 2012-2013 season began. Balls Channels online platformwww.ballschannel.tvandother mobile services of ABS-CBN were also awarded the media content of the games.

Three of 15 releases by ABS-CBN Film Productions in 2012 exceeded P200 million in box officereceipts: Enteng ng Ina Mo, The Mistress, and This Guys in Love with U Mare!,while four othersgrossed over P100 million:Segunda Mano, Unofficially Yours, Kimmy Dora and the Temple of Kiyeme,and The Healing.

Sky Cable Corporations consolidated revenues in 2012 from cable TV and broadband services grew32 percent year-on-year, driven by a 34 percent growth in postpaid revenues and a 49 percent inbroadband revenues. The growth in revenues was partly due to SKYs acquisition of Destiny Cable.

Without Destiny, Skys total revenues increased by 12 percent.

SKYs cable TV subscriber count improved by 10 percent as of the end of 2012 while SKYbroadbandregistered a 44 percent growth on its base versus the previous year.

In 2012, SKY capitalized on its blockbuster movie package, Plan 499 as the key acquisition driver for itscable TV business. While offering affordable alternatives was one approach of the company, SKY alsorecognized the importance of creating an enhanced value proposition. SKY pioneered SKYcable Select,a unique add-on feature that allows subscribers to choose and pay for additional channels tocomplement their existing subscriptions. It launched a series of SKYcable Select add-on packs in 2012,including those catering to specific segments such as Korean and Chinese nationals, as well as kids.

Recognizing High Definition (HD) cable TV viewing as the wave of the future, it also launched SKYcable

HD's roster of value added services including the much-awaited "All In HD Pack" offering greater picturequality and superior detail via its 22 HD the most number in the country. Also as an add-on feature, itintroduced a slew of Movie, Sports and Learning genre-based HD packages mainly intended to helppersonalize the channel line-up of SKYcable's more discriminating subscribers.

Apart from its steady dominance in the cable TV industry, SKY also looked at the broadband internetmarket to drive its growth in 2012. In a dynamic sector where quality is largely defined by speed,SKYbroadband still boasts of the fastest wired internet service in the market with its launch of downloadspeeds of up to 200 mbps that was made available in more than 50 villages in the metropolis and soon,nationwide.

http://www.ballschannel.tv/http://www.ballschannel.tv/http://www.ballschannel.tv/http://www.ballschannel.tv/

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Its Unlimited Plans at 1 mbps (for non-SKYcable subscribers) and 1.5 mbps (for SKYcable subscribers)were still competitively-priced at only P999 per month. Other unlimited mid-tier speed options were alsomade available from 3 up to 48 mbps. It was also the first to introduce a set of consumable wiredbroadband internet productsat 5 mbps with a 15GB cap (P999) and 10 mbps with a 15GB allowance(P1,299)in the market, thus, providing its customers with more alternatives depending on their surfingneeds.

SKY spent P1.7 billion for capital expenditures in 2012, bulk of which went to its digitization program. Itwill likely spend P1.9 billion in 2013, partly to support its digitization agenda and mostly for themaintenance and expansion of its broadband services.

SKY accounts are consolidated under ABS-CBN.

Power and Energy

FPH reported a net income attributable to equity holders of the parent of P9.551 billion, higher by351 percent from P2.117 billion in 2011. Net earnings in 2012 include P6.084 billion gain on sale ofinvestment in associate, comprising of the gain from sale of 2.66 percent (30 million shares) ownership inMeralco, as well as the assignment of Rockwell Land shares from Beacon Electric to the FPH group.

FPH also recorded a P5.198 billion gain on business combination related to its equity interest inRockwell Land.

Consolidated revenues improved by 11 percent year-on-year to P77.952 billion from P70.315 billion.

FPHsaffiliate First Gen Corporation (FGEN) posted a 431 percent year-on-year rise in net incomeattributable to Parent of US$186.071 million from US$35.021 million. Consolidated revenues increasedby 12 percent to US$1.527 billion from US$1.364 billion. Sale of electricity accounted for 91 percent ofFGEN revenues in 2012 and 98 percent in 2011. The improved performance of associate EnergyDevelopment Corporation (EDC) increased equity in net earnings of FGEN associates to 8 percent ofrevenues from less than 1 percent the previous year.

FGENs purchase of the BG Groups 40 percent stake in the 1,000 -megawatt (MW) Santa Rita and 500-

MW San Lorenzo natural gas-fired combined cycle power plants in May 2012 resulted in additionalincome attributable to the acquired minority stake. The absence of a one-time impairment loss in 2011,as was booked by EDC in the amount of P4.999 billion for the shut-down of its Northern NegrosGeothermal Plant (NNGP), also contributed to the solid performance of the power and energy group.

EDCs net income increased by 1,588 percent to P10,376 billion in 2012 from P615 million in 2011.Revenues increased by 15.6 percent year-on-year to P28.369 billion from P24.540 billion. The netincome in 2012 represented 36.6% of total revenue as compared to 2.5% in 2011. Recurring net incomeincreased by 88.7 percent or to P9.895 billion from P5,245 billion.

EDC signed an agreement with Alterra Power Corporation, a Canadian company, for the exclusive rightto conduct exploration field work and due diligence at Alterras geothermal concession in Chile and infive of Alterras authorizations in Peru. During the effectivity of the agreement, EDC would also have the

exclusive right to advance the projects to joint venture stage should this be warranted. EDC has an officein Santiago, the capital of Chile.

Removing the effects of the one-time gain on sale of Meralco, gain related to business combination ofRockwell and the impairment losses, FPH recurring net income would be P4.340 billion, up by 28percent from last years P3.4 billion.

Similar to its 2011 payout, FPH paid out cash dividends to common shareholders totaling P2.00 pershare in 2012. FPH also paid semi-annual cash dividends in favor of holders of its P4.3 billion-Series Bperpetual preferred shares (FPHP), at the fixed rate of 8.7231 percent per annum.

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In February 2013, the FPH board approved the exercise by FPH of the option to redeem all of its 43million outstanding FPHP, as well as the prepayment of its remaining dual currency floating ratecorporate notes (FXCNs) consisting of 7- and 10-year notes in the amount of P3.18 billion. FPHP holdersas of April 3, 2013 received a final cash dividend of P2.180775 per share and could redeem their sharesat par. Both dividend and redemption checks were paid out on April 30, 2013.

Rockwell Land, which is 75.6 percent owned by FPH as of December 31, 2012, was listed by way ofintroduction at the Philippine Stock Exchange on May 11, 2012 at the listing price of P1.46 per share.This was after Meralco declared its 51 percent interest in Rockwell Land as property dividends in favor ofMeralco stockholders.

FPH subsequently received Rockwell Land shares from Beacon Electric Asset Holdings, Inc.,representing part of the property dividends Beacon received as a Meralco stockholder. This served asadditional consideration for Meralco common shares earlier acquired by Beacon from FPH. Additionally,FPH bought Rockwell Land shares from Beacon and from San Miguel Corporation at P2.01 per share,making Rockwell Land an FPH subsidiary.

CORPORATE SOCIAL RESPONSIBILITY

In 2012, Lopez Holdings supported causes consistent with its vision to improve the lives of Filipinos.Aside from providing legal, PR (public relations), accounting, and HR (human resources) technicalassistance to Lopez Group Foundation, Inc. (LGFI) and some LGFI member-foundations, it directlyparticipated in some projects.

The Out-of-school and Mature Learners Alternative Learning Institute (OMLALI) under KnowledgeChannel Foundation, Inc. (KCFI) continued to reach out to learners outside the formal school system. Asof November 30, 2012, P4.6 million out of the P6.0 million initial funding provided by Lopez Holdings in2010 had been disbursed, covering the production of educational TV materials and the provision of KChLITE (Knowledge Channel Light Instructional Tool for Educators), among others. The remaining P1.4million will be used for the provision of KCh content for the Alternative Learning System to more mobileteachers, as well as teacher effectiveness training and monitoring.

An endowment fund established in 2009 provided P4.36 million in operational funds for KCFI in 2012.

Lopez Holdings continued its commitment to sponsor elementary scholars of the Phil-Asia AssistanceFoundation, Inc. (PAAFI) for six years. PAAFI helps urban poor children stay in school by subsidizingtransportation, school projects, uniforms, as well as counseling services. Each scholars performance ismonitored through regular school and home visits by PAAFI social workers, and the regular submissionof report cards. Since 1987, PAAFIs Off the Streets, Off to School program has provided more than9,000 scholarship grants.

LGFI, ABS-CBN Foundation, Inc., KCFI, Eugenio Lopez Foundation, Inc. which administers the LopezMemorial Museum and Library, PAAFI, and training site Eugenio Lopez Center mounted a jointparticipation for the 2012 CSR Expo of the League of Corporate Foundations, together with LGFImember Energy Development Corporation. Held in July, the 2012 CSR Expo highlighted how business

can operate by balancing social, environmental, and economic responsibilities within an ethicalframework, while ensuring sufficient financial return for sustainability.

LGFI and KCFI were among the partners chosen by the Department of Education, together with De LaSalle University and the Australian Agency for International Development to organize the SDS (schoolsdivision superintendents) Leadership Program or SLP. The program aims to provide SDSs with the levelof competency necessary for them to perform their functions amid changes in the environment,strategies, policies and organization of the DepEd.

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The SLP was developed in response to the needs of SDSs expressed in a 2011 survey about thechallenges, opportunities and skill sets required for the leadership of school divisions. The survey alsofound the need to upgrade their competencies so they can effectively perform their duties in the face ofeducational reforms, especially those due to the K+12 program. The first SLP covering 49 participantsbegan in October 2012 and will be completed in December 2013. A total of 200 SDSs are expected tobenefit from the project, with classes held at the Eugenio Lopez Center in Antipolo City.

CompetitionLopez Holdings is a publicly-listed conglomerate focused on utilities and basic infrastructure. Itsoperating companies are among the leaders in their respective industries.

ABS-CBN competes with other radio-TV broadcasting companies. FPH s power generation businesscompetes with other independent power producers.

CustomersLopez Holdings has a broad customer base for its core businesses in communications and utilities. Majorcustomers for FPHs generation concerns are the National Power Corporation and Meralco. Rockwellcaters to the high-end property market.

Sources and availability of raw materials and names of suppliers

Not Applicable.

EmployeesLopez Holdings had 21 full-time employees as of December 31, 2012. It anticipates the same number ofemployees within the next twelve months. Nine (9) among them belong to executive and managerialposition, seven (7) are supervisory level and five (5) are professional/technical or rank and file. They arenot subjected to any Collective Bargaining Agreements. As discussed in Note 20 of the ConsolidatedFinancial Statements attached and incorporated herein by reference, the Company has employee stockpurchase plan and executive stock option plan.

Agreements of labor contracts, including durationABS-CBN management recognizes two labor unions, one for the supervisory employees and another forthe rank and file employees of the Company. The collective bargaining agreement (CBA) for the

supervisory union was renewed last August 13, 2010, covering the period from August 1, 2010 untilJuly 31, 2013, while the CBA for the rank and file employees, covering the period December 11, 2011 toDecember 10, 2014, was signed last February 17, 2012.

Patents, trademarks, licenses, franchises, concessions, royaltyRepublic Act No. 7966, approved on March 30, 1995, granted ABS-CBN the franchise to operate TV andradio broadcasting stations in the Philippines through microwave, satellite or whatever means includingthe use of new technologies in television and radio systems. The franchise is for a term of 25 years.ABS-CBN is required to secure from the National Telecommunications Commission (NTC) appropriatepermits and licenses for its stations and any frequency in the TV or radio spectrum.

Working CapitalAs a holding company, Lopez Holdings is involved in project financing. It did not conduct any major fund-

raising exercises in the last three years.

Effect of Existing or Probable Government Regulations in the BusinessThe Electricity Power Industry Reform Act of 2001 (EPIRA) was enacted in 2001. FPH, First Gen, EDCand Meralco, which represent interests in power generation and distribution, are expected to comply withthe requirements of the law toward a deregulated industry.

Estimate of the amount spent for research and development activities (3 years)Not Applicable. The Company is not engaged in research and development-intensive business.

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Costs and Effects of Compliance with Environmental LawsAll operating businesses are compliant with or are in the process of complying with environmental laws.The costs of compliance with these laws are effectively taken into account in their existing cost structureof the respective businesses.

Properties

Lopez Holdings owns the third, fourth and fifth floors and the roof deck of the PCCI Corporate Centerlocated in Makati City. The following operating companies also own properties: ABS-CBN (for head officeand subsidiary offices in Quezon City, TV and/or radio originating stations in Bacolod City, Cebu City,Davao City, Dagupan City, Naga City, Legaspi City, Zamboanga and General Santos);FPH (forPhilippine Electric Corp. in Rizal, First Sumiden Realty in Laguna, First Philippine Industrial Corp. inBatangas and Panay Power Corp. in Iloilo City).

Facilities owned by the operating companies are generally in good condition.

Lopez Holdings has no intention nor expect to acquire properties in the next twelve months. Please alsorefer to Note 11 of the Consolidated Financial Statements attached and incorporated herein byreference.

Legal Proceedings

The Company is currently involved in various legal proceedings. The Companys estimate of theprobable costs for the resolution of these claims has been developed in consultation with outside counselhandling defense in these matters and is based upon an analysis of potential results. The Companycurrently does not believe these proceedings will have a material adverse effect on its consolidatedfinancial position and results of operations. It is possible, however, that future results of operations couldbe materially affected by changes in the estimates or in the effectiveness of strategies relating to theseproceedings.

Contingencies of Lopez Holdings, subsidiaries and associates are described in Notes 10b and 33 of theConsolidated Financial Statements, attached and incorporated herein by reference.

Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the fourth quarter of the fiscal yearcovered by this report.

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PART IIOPERATIONAL AND FINANCIAL INFORMATION

Market for Registrants Common Equity and Related Stockholder Matters

Market Information

Lopez Holdings common stock principally trades on the Philippine Stock Exchange.

Stock PricesHigh Low

2013First Quarter P7.68 P6.28

2012First Quarter P5.70 P4.96Second Quarter 6.10 5.12Third Quarter 6.21 5.04Fourth Quarter 6.78 5.23

2011First Quarter P5.75 P4.50Second Quarter 6.92 5.36Third Quarter 6.13 4.00Fourth Quarter 5.28 4.16

2010First Quarter P3.65 P2.65Second Quarter 3.90 3.20Third Quarter 6.57 3.30Fourth Quarter 6.60 4.42

Shareholder Information

The number of shareholders of record as of December 31, 2012 was 9,491. Common sharesoutstanding as of December 31, 2012 were 4,583,577,061.

Top 20 stockholders as of December 31, 2012 were:

Names No. of Shares %

1 Lopez, Inc. 2,407,282,215 52.52%

2 PCD Nominee Corp. (Filipino) 1,043,518,978 22.77%

3 PCD Nominee Corp. (Non-Filipino) 877,762,065 19.15%

4 First Phil. Holdings Corp. Pension Fund 100,000,000 2.18%

5 Croslo Holdings Corporation 11,512,687 0.25%

6 Manuel M. Lopez &/or Ma. Teresa Lopez 10,985,000 0.24%

7 Oscar M. Lopez 8,597,182 0.19%

8 Lucio W. Yan &/or Clara Yan 8,216,500 0.18%

9 Ma. Consuelo R. Lopez 7,292,225 0.16%

10 Manuel M. Lopez 7,089,114 0.15%

11 Andrew Ramon L. Montelibano 6,089,604 0.13%

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12 Albert N. Enriquez 5,000,000 0.11%

13 Lopez Inc. (Pledge to Metrobank) 3,761,730 0.08%

14 Jordana Eden Montelibano 3,561,901 0.08%

15 Raphaela L. Gana 2,700,000 0.06%

16 Quality Investment & Sec. Corp. A/C#017003 2,683,000 0.06%

17 Elpidio Ibanez 1,834,217 0.04%18 Ching Tiong Keng &/or Felix Chung &/or Lin Lin

Chung 1,540,000 0.03%

19 Alberto Mendoza &/or Jeanie Mendoza 1,368,020 0.03%20 Leandro Fernando L. Montelibano ITF Adrienne V.

Montelibano 1,107,921 0.02%Leandro Fernando L. Montelibano ITF Antoinette V.Montelibano 1,107,921 0.02%

Dividend Information

The Company is authorized to pay dividends on the shares in cash, in additional shares, in kind, or in acombination of the foregoing. Dividends paid in cash are subject to approval by the Board and nostockholder approval is required. Dividends paid in the form of additional shares are subject to approvalby the Board and holders of at least two-thirds of the outstanding capital stock of the Company. Holdersof outstanding Shares on a dividend record date for such Shares will be entitled to the full dividenddeclared without regard to any subsequent transfer of such Shares.

On May 3, 2012 and September 7, 2011, the Board of Directors of the Company approved a dividend ofP=0.10 per share to stockholders of record as of May 21, 2012 and September 21, 2011, respectively,and paid on June 15, 2012 and October 17, 2011, respectively, amounting to P=458 million.

There were no dividends declared for year 2010.

Prior to 2010, a deficit (negative retained earnings) at the Parent Company level restricts the ability to

pay dividends on common equity.

There were no sales of unregistered securities.

Management Discussion and Analysis of Results of 2012 and 2011 Audited ConsolidatedFinancial Statements

The following managements discussion and analysis of the Companys financial condition and results ofoperations should be read in conjunction with the accompanying audited consolidated financialstatements and the related notes as at December 31, 2012 and 2011 and for each of the three years inthe period ended December 31, 2012, 2011 and 2010.

Results of Operations of Lopez Holdings Corporation (Lopez Holdings) and its Subsidiaries for

the year ended December 31, 2012 compared with December 31, 2011

Lopez Holdings Corporation (PSE:LPZ) posted P4.538 billion in net income attributable to equity holdersof the Parent in 2012. This is 15% higher than the P3.955 billion in net income attributable to equityholders of the Parent reported in 2011. This was primarily due to the 409% year-on-year (YoY) growth inequity in net earnings of associates to P3.728 billion from P732 million, after associate First PhilippineHoldings Corporation (PSE:FPH) sold a 2.66% stake (30 million shares) in Meralco in January 2012.FPH also booked an additional gain relating to its previous sale of Meralco shares, with the assignmentto the FPH group of Rockwell Land shares received as property dividends by buyer Beacon Electric.

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Consolidated revenues increased by 13% YoY to P28.395 billion from P25.143 billion, as subsidiaryABS-CBN logged in stable numbers last year, and implemented higher advertising rates beginningFebruary 2012. All revenue items (airtime +9%, sale of services +20%, sales of goods -12%) reflect theconsolidation of ABS-CBN accounts into Lopez Holdings. After deducting ABS-CBN expense accountsnamely, production costs (+4%), cost of services (+20%), and cost of sales (+3%), gross profit (+18%) atP10.058 billion reflects ABS-CBN operations. General and administrative expenses (+15%) and otherincome (+18%) also represent ABS-CBN accounts.

Excess of the carrying amount of obligation over the buyback price shrank by 96% as there wassignificant amount of debt restructured in 2011 (US$23 million Eurobonds and P1 million long-termcommercial papers) compared to 2012 (US$5 million Eurobonds and P12 million long-term commercialpapers). The gain on sale of investments of P1.239 billion recorded in 2011 represents the sale of SkyCable Corporation PDRs (Philippine Depository Receipts).

Finance costs decreased by 13% YoY to P886 million from P1.013 billion due to lower debt levels ofLopez Holdings. Interest income fell by 36% YoY to P145 million from P226 million due to lower interestrates in 2012.

Affiliates

ABS-CBN reported a 29% decline in attributable net income in 2012 to P1.708 billion from P2.420 bill ionin 2011. Removing the effects of the one-time gain from the sale of SkyCable PDRs recognized theprevious year, amounting to P1.032 billion for ABS-CBN alone, net income would have increased by23%. Consolidated revenues improved by 13% YoY to P28.395 billion from P25.143 billion. Consolidatedadvertising revenues, which accounted for 60% of revenues, grew by 8% with ABS-CBNs ratingsleadership and higher revenues from its cable channels. Consolidated consumer sales, which accountedfor 40% of revenues, grew by 19%, largely attributable to SkyCables growth on the back of betterpostpaid and broadband revenues.

FPH reported attributable net income of P9.551 billion in 2012, P7.434 billion or 351% higher thanP2.117 billion in 2011. FPH posted a P6.084 billion gain on sale of investment in associate, comprisingof the gain from sale of 2.66% (30 million shares) of Meralco, as well as the assignment of RockwellLand shares from Beacon Electric to the FPH group during the period. FPH also booked a P5.198 billion

gain related to business combination, representing the remeasurement of its previously held equityinterest in Rockwell Land. FPH revenues improved by 11% to P77.952 billion from P70.315 billion, asassociate First Gen Corporation saw increased contribution from its investment in geothermal energydevelopment. Rockwell Land accounts are also consolidated into FPH with the formers conversion into asubsidiary.

Key Performance Indicators

As a holding company, Lopez Holdings receives revenues from asset sales and dividends frominvestees. Hence, the key performance indicator with the most direct impact on Lopez Holdings is the netincome of investees. Any dividend received by Lopez Holdings is based on the investees net income inthe previous year. For the period in review, the financial performance of investees was withinexpectations.

The only operating subsidiary of Lopez Holdings is ABS-CBN. The KPIs of ABS-CBN during the period

were:

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Key Performance Indicators

(Amounts in million Pesos)2012 2011

Variance

Amount %

Consolidated Gross Revenues 28,395 25,143 3,252 13

Consolidated Advertising Revenues 16,081 14,794 1,287 9

Consolidated Consumer Sales and Services 12,314 10,349 1,965 19Operating and Other Expenses 26,233 23,495* 2,738 12

Net Income Attributable to Equity Holders

of the Parent 1,708 2,420 (712) (29)

EBITDA 6,524 6,838 (314) (5)

*Without the Gain on Sale of Investments

For the full year 2012, ABS-CBN generated consolidated revenues of P28.395 billion from advertising

revenues and consumer sales, P3.252 billion or 13% higher YoY.

ABS-CBN generated net income attributable to equity holders of the Parent of P1.708 billion, down by

29% compared with P2.420 billion the previous year. Removing the effects of the one-time gain from thesale of investments recognized in 2011 amounting to P1.032 billion, net income would have been

increased by 23%.

ABS-CBNsEBITDA (earnings before interest, taxes, depreciation and amortization) amounted to P6.524

billion, a decline of 5% YoY. Stripping the one-time gain in 2011, EBITDA was up by 12% YoY.

Financial Condition (Parent)

Cash and cash equivalents (-21%) decreased with the payment of dividends. Available-for-saleinvestments increased by 312% as the parent company invested in Preferred G Shares of First GenCorporation (FGENG). These preferred shares are cumulative, non-voting, non-convertible to commonstock, and earn dividends at a fixed rate of 7.78% per annum. Investments in and advances to

subsidiaries and associates stayed flat. Increase in other current assets (+P19 million), decreases inproperty and equipment (-P7 million), pension asset (-P7 million), and other noncurrent assets (+P26million) were not significant relative to value of total assets.

Total current liabilities (-40%) and its components, accounts payable and other current liabilities (-14%)and current portion of interest-bearing loans and borrowings (-78%) declined due to the difference in theextinguishment of accrued interest related to purchased loans, which amounted to only P85 million in2012 but P2.1 billion in 2011. Total noncurrent liabilities (-2%) decreased with the reduction in interest-bearing loans and borrowings-net of current portion (-6%) and the increase in deferred tax liabilities(+P31 million) brought about by unrealized foreign exchange gain.

Share-based payment plans (+P37 million) represents recognition of share-based payment expenserelated to the ESOP (Employee Stock Option Plan) and ESPP (Employee Stock Purchase Plan) in 2012.

Retained earnings increased by P202 million or 7% to P3.3 billion as Lopez Holdings parent generated anet income of P660 million for the year and paid out dividends of P458 million in 2012.

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Results of Operations of Lopez Holdings Corporation (Lopez Holdings) and its Subsidiaries forthe year ended December 31, 2011 compared with December 31, 2010

Lopez Holdings (LPZ) posted P3.955 billion in net income attributable to equity holders of the Parent in2011. The amount is 70 percent lower than the P13.175 billion reported in 2010. The 2010 resultsinclude the companys share in the gain on sale of Meralco shares by associate First Philippine HoldingsCorporation (FPH).

Net revenues of P25.143 billion, lower by 10 percent from the previous years P27.946 billion, reflects thechallenging year experienced by ABS-CBN Corporation, absent election-related advertising that boosted2010 revenues to record levels. Production costs (up by 25 percent), costs of sales and services (downby 5 percent), and most of general and administrative expenses (down by 14 percent) and other income(up by 12 percent) are ABS-CBN accounts.

Equity in net earnings decreased by 93 percent to P732 million from P11.118 billion, as associate FPHreported a net income attributable to equity holders of the Parent of P2.117 billion, versus P24.850 billionin previous year when it sold a portion of its stake in Meralco. FPHs consolidated revenues reachedP70.315 billion in 2011 from P64.285 billion in 2010.

In 2011, LPZ purchased US$16.4 million (P736.8 million) of dollar-denominated Notes from various

creditors at face value of the principal amount and US$0.2 million (P8.6 million) at 60% of the principalamount. In the same year, Lopez Holdings purchased LTCPs (long-term commercial papers) with facevalue of P778.6 million at par and P14.9 million at 60 percent of the principal amount of debt. The excessof the carrying amount of debt, including accrued interest, over the buy-back price amounted to P422.6million and P1.696 billion, respectively. The total amount, P2.119 billion, is shown as part of the Excessof the carrying amount of obligation over the buy-back price account in the consolidated statements ofincome.

LPZ also reported a P1.239 billion gain on the sale of investments, representing the gain on sale of SkyCable Philippine Depositary Receipts (PDRs) by both ABS-CBN (P1.146 billion) and LPZ (P93 million),as well as a P45 million gain on sale of its condominium. Finance costs went down by 32 percent toP1.003 billion with the reduction in long-term debt, while interest income decreased by 23 percent toP226 million due to generally lower interest rates in 2011.

The account Excess of the carrying amount of obligation over the fair value of restructured debtamounting to P657 million in 2010 and none (zero) in 2011 refer to gains from the successfulrestructuring of around US$23 million Eurobonds and P1 million LTCPs, including related accruedinterest, in 2010.

Key Performance Indicator (Parent Company Only)

On the basis of a holding (parent) company, LPZ derives revenues from sale of assets and dividendsfrom investees. Hence, the key performance indicator with the highest impact on Lopez Holdings is thenet income of investees. For the period in review, the financial performance of investees fell slightlybelow expectations, coming off a very strong 2010 performance. This situation is expected to persist in2012. In 2011, LPZ received a total of P1.446 billion in cash dividends from ABS-CBN (P938 million) and

FPH (P508 million) based on their 2010 audited net income attributable to parent.

Financial Results of Subsidiaries and Associates for 2011

ABS-CBN reported a consolidated net income of P2.420 billion, 24 percent lower than its net income ofP3.179 billion in 2010. Total revenues decreased by 12 percent year-on-year to P28.200 billion, asadvertising sales declined by 19 percent. Election-related and political advocacy advertisementscontributed P3.060 billion to revenues in 2010. Without political advertising in the previous year,recurring ad sales decreased by 6 percent.

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First Philippine Holdings Corporation (FPH) reported a net income attributable to equity holders ofP2.117 billion, lower by 91 percent from P24.850 billion in 2010. Net earnings in 2010, however, includethe P23.558 billion gain on the sale of a 6.6 percent stake in Meralco. Consolidated revenues improvedby 9 percent year-on-year to P70.315 billion.

Liquidity and Capital Resources of Lopez Holdings (Consolidated) for the year ended December 31,2011 compared with December 31, 2010

As of December 31, 2011, the companystotal assets stood at P77.058 billion, 9 percent higher thanP70.843 billion as of end-2010. Current assets grew by 22 percent to P19.909 billion from P16.379 billionwhile noncurrent assets increased by 5 percent to P57.149 billion from P54.464 billion. The increasesare primarily due to ABS-CBN accounts as follows: cash and cash equivalents (up by 32 percent); tradeand other receivables (up by 12 percent); inventories (down by 12 percent); program rights and otherintangible assets (down by 25 percent); other current assets (up by 67 percent); investments in andadvances to associates (up by 3 percent); property and equipment (no change); available-for-sale (AFS)investments (no change); program rights and other intangibles-net of current portion (up by 31 percent);goodwill (up by 62 percent); deferred tax assets (down by 28 percent); and other noncurrent assets(down by 9 percent).

Total current liabilities as of end-2011 amounted to P11.238 billion, 24 percent lower than P14.849 billion

as of end-2010. This is largely due to the 62 percent reduction in current portion of interest-bearing loansand borrowings to P930 million from P2.447 billion, following the successful tender offer forunrestructured debt completed in September 2011. Trade and other payables (down by 18 percent) andincome tax payable (up by 55 percent) represent ABS-CBN accounts.

Total noncurrent liabilities at the end of the period reached P14.996 billion, 30 percent higher thanP11.570 billion as of end-2010. The accounts reflect ABS-CBN activities: interest-bearing loans andborrowing-net of current portion (up by 29 percent); accrued pension obligation (up by 42 percent);deferred tax liabilities (no change); and other noncurrent liabilities (up by 57 percent).

Total stockholders equity at yearend increased by 14 percent to P50.824 billion from P44.424 billion,with equity attributable to equity holders of the parent company higher by 11 percent at P41.085 billionfrom P36.948 billion. Additional paid-in capital (up by 67 percent) represents the conversion of 4.2%

perpetual convertible bonds into commons shares. Unrealized gain on fair value adjustments of AFSinvestments (up by 39 percent) and cumulative translation adjustments (no change) refer to movementsin AFS investments of FPH. Share-based payment plan in the amount of P24 million representsrecognition of share-based payment expense related to the ESOP (Executive Stock Option Plan) andESPP (Employee Stock Purchase Plan) for the period in review. Retained earnings increased by 10percent to P39.078 billion from P35.581 billion, given the net income posted in 2011.

As of December 31, 2011, LPZ had US$28 million and P79 million in direct obligations.

(In Millions)At Dec 31, 2011 At Dec 31, 2010

US$ PhP US$ PhPEurobond 7.875% Notes 5.00 20.53Long-term Commercial Papers (LTCPs) 78.05 871.62

Restructured Notes 23.04 1.11 24.11 1.11

There are no any known trends, demands, commitments, events or uncertainties that will have materialimpact on the Companys liquidity or sales; there are no material off-balance sheet transactions,arrangements, obligations (including contingent obligations), and other relationships of the company withunconsolidated entities or other persons created during the reporting period; and, there are no eventsthat will trigger direct or contingent financial obligation that is material to the company, including anydefault or acceleration of an obligation, other than those disclosed above and in the notes toconsolidated financial statements herein attached. Also, the Company has no material commitments forcapital expenditures.

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Financial Statements

The consolidated financial statements of the company are incorporated herein by reference. Theschedules listed in the accompanying Index to Supplementary Schedules are filed as part of this

Form 17-A.

Changes in and Disagreements With Accountants on Accounting andFinancial Disclosure

There are no changes in and disagreements with the external auditors on accounting and financialdisclosures.

Compliance with Leading Practice on Corporate Governance

The Company has adopted a Manual of Corporate Governance to institutionalize corporate governanceprinciples. A Compliance Officer has been appointed who reports to the Board of Directors and monitorscompliance of corporate governance matters. The Board of Directors has created an Audit Committee, aNomination Committee and a Compensation and Remuneration Committee in accordance with its

Manual of Corporate Governance.

The Board, management, employees, and shareholders believe that good corporate governance is anecessary component of sound strategic business management and improves the economic andcommercial prosperity of the corporation and its stockholders.

The Audit Committee checks all financial reports against its compliance with both the internal financialmanagement handbook and pertinent accounting standards, including regulatory requirements. Itperforms oversight financial management functions specifically in the areas of managing credit, market,liquidity, operational, legal and other risks of the Corporation, and crisis management. It consists of threeBoard members, two of whom are independent directors. The internal audit group of an affiliate servesas internal auditor of Lopez Holdings.

There were no deviations from the Manual of Corporate Governance reported during the year. TheCompany pursues initiatives to improve corporate governance of the Company such as riskmanagement and improvement of internal auditing processes.

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PART lllCONTROL AND COMPENSATION INFORMATION

Directors and Executive Officers of the registrant

DIRECTORSMr. Oscar M. Lopez,Mr. Manuel M. LopezMr. Eugenio Lopez, IIIMr. Felipe B. AlfonsoMr. Salvador G. TironaMr. Cesar E.A. Virata (independent)Mr. Washington Z. Sycip (independent)

EXECUTIVE & CORPORATE OFFICERS

Oscar M. Lopez Chairman EmeritusManuel M. Lopez Chairman and Chief Executive OfficerEugenio Lopez III Vice-ChairmanSalvador G. Tirona President, Chief Operating Officer and Chief Finance OfficerFederico R. Lopez Treasurer

Miguel L. Lopez Vice-President, Corporate AffairsCielito R. A. Diokno Vice-President, Human ResourcesEnrique I. Quiason Corporate Secretary and Compliance OfficerMaria Amina O. Amado Assistant Secretary

Oscar M. LopezChairman Emeritus

Oscar M. Lopez (aged 83) chaired the company's board since inceptionuntil June 2010 and served as president from 1999 until 2004. He waschief executive officer of Lopez Holdings from 1999 to June 2010. Hereceived a Bachelor of Arts degree from Harvard College and aMasters degree in Public Administration from Harvard University. He ischairman emeritus of FPH, chairman of Lopez, Inc. and is a director ofamong others, Rockwell Land and ABS-CBN. He attended the seminar,Corporate Governance for Directors of SGV & Co. He owns 11,632,408

Lopez Holdings shares.Manuel M. LopezChairman

Manuel M. Lopez (aged 70), chairman and chief executive officer, hasbeen a director of the company since inception, and was vice chairmanfrom 2001 to June 2010. He is a holder of a Bachelor of Science degreein Business Administration and attended the Program for ManagementDevelopment at the Harvard Business School. He served Meralco aspresident from 1986 to June 2001 and as chairman from 2001 until May2012. He is chairman of Rockwell Land, Sky Cable and Bayan, vicechairman of Lopez, Inc., and is a director of FPH, among others. Heattended the two-day Briefing on Corporate Good Governance RiskManagement of the Knowledge Institute of SGV & Co. He owns18,768,897 Lopez Holdings shares.

Eugenio Lopez III

Vice Chairman

Eugenio Lopez III (aged 60), vice chairman, has been a director of the

company since inception and was treasurer from inception until June2010. He received a Bachelor of Arts degree in Political Science fromBowdoin College and a Masters degree in Business Administrationfrom the Harvard Business School. He has been chairman and chiefexecutive officer of ABS-CBN since 1997, is chairman of SkyCable, andvice chairman of the board and president of Bayan, among others. Hewas president of ABS-CBN from 1993 to 1997. He attended the 4thCorporate Governance Scorecard for Publicly Listed Corporations in thePhilippines of the Institute of Corporate Directors. He owns 3,390,543Lopez Holdings shares.

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Felipe B. Alfonso*Director

*deceased

Felipe B. Alfonso (aged 75) has been a director of the company since1996. He received a Bachelor of Laws degree from the Ateneo deManila University and a Masters degree in Business Administrationfrom New York University. He has been co-vice chairman of the boardof trustees of the Asian Institute of Management (AIM) since September1999. He was AIM president from June 1990 to 1999. He attended theCorporate Governance Course of the Executive Education & Life LongLearning Center of AIM. He owns 1 Lopez Holdings share. He passedaway on April 5, 2013.

Washington Z. Sycip(Independent Director)

Washington Z. SyCip (aged 91) has been a director of the companysince 1996. He is an independent director. He received a Bachelor ofScience degree in Commerce from the University of Santo Tomas anda Master of Science degree in Commerce from Columbia University. Heis chairman of the board of trustees and board of governors of the AsianInstitute of Management, and honorary chairman of Euro-Asia Centre,INSEAD of France. He is also a member of the Board of Overseers ofthe Columbia University Graduate School of Business, and a boardmember of the Joseph H. Louder Institute of Management andInternational Studies, University of Pennsylvania. He underwent theMandatory Accreditation Programme of the Research Institute of

Investment Analysts Malaysia. He owns 1 Lopez Holdings share.Cesar E.A. Virata(Independent Director)

Cesar E.A. Virata (aged 82) was elected director of the company in July2009. He is an independent director. He graduated in 1952 from theUniversity of the Philippines with Bachelor of Science degrees inMechanical Engineering and in Business Administration (cum laude).He received his Masters degree in Business Administration major inIndustrial Management in 1953 from the University of Pennsylvania.Former Prime Minister of the Philippines (1981-1986) and Chairman ofthe Committee on Finance of the Batasang Pambansa(1978-1986), heis now chairman and president of the C. Virata and Associates, Inc.Management Consultants, director and corporate vice chairman of RizalCommercial Banking Corporation, and concurrently serves as directorand/or chairman of such organizations as RCBC Savings Bank, Inc.,

RCBC Capital Corporation, Malayan Insurance Company, Inc., GreatLife Financial Assurance Corporation, BusinessWorld PublishingCorporation, Mapua Institute of Technology, and AY Foundation, Inc.,among others. He attended the seminar, Corporate Governance forBank Directors, Bank Chairmen & CEOs of the Institute of CorporateDirectors and the Bangko Sentral ng Pilipinas. He owns 1 LopezHoldings share.

Salvador G. Tirona Salvador G. Tirona (aged 58), director, president, chief operating officerand chief finance officer (CFO), joined the company as CFO inSeptember 2005. He was formerly a director and the CFO of Bayan. In2003, he played a critical and strategic role as CFO of Maynilad WaterServices, Inc., particularly in implementing its rehabilitation plan. Heholds a Bachelors degree in Economics from the University of Ateneo

de Manila and a Master of Business Administration from the sameuniversity. He attended the five-day Professional Directors' Program ofthe Institute of Corporate Directors. He owns 500,001 Lopez Holdingsshare.

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Federico R. Lopez Federico R. Lopez (aged 51), treasurer, was EVP-RegulatoryManagement from 2001 until June 2010. He is chairman and chiefexecutive officer of FPH (since June 2010) and First Gen Corporation,as well as director of ABS-CBN and various FPH and First Gensubsidiaries. He is a graduate of the University of Pennsylvania with aBachelor of Arts degree in Economics and International Relations (cumlaude, 1983). He owns 2,004,857 Lopez Holdings share.

Miguel L. Lopez Miguel L. Lopez (aged 44) was appointed Vice President and Head-Corporate Affairs on June 10, 2010. He joined from Meralco where heworked for eight years, occupying various positions, the last of whichwas Vice President and Head of Corporate Marketing. Prior to Meralco,from 1998 to 2002, he worked in Maynilad Water as VP, CentralBusiness Area and from 1994 to 1998, in Bayan as AVP, CustomerService Division. He is a director of Rockwell Land, PCCI and IndraCorp. He graduated with a degree in Business Administration fromMenlo College of California, USA and attended the ExecutiveDevelopment Program of the Asian Institute of Management. He owns651,517 Lopez Holdings share.

Cielito R.A. Diokno Cielito R.A. Diokno (aged 57) has been with the company since 1997.She received her Bachelor of Science degree in Psychology from theUniversity of the Philippines. She owns 472,338 Lopez Holdings share.

Enrique I. Quiason Enrique I. Quiason (aged 52) has been the corporate secretary of thecompany since inception. He received his Bachelor of Science degreein Business Economics and Bachelor of Laws degree from theUniversity of the Philippines, and Master of Laws degree in SecuritiesRegulation from Georgetown University. He is a senior partner of theQuiason Makalintal Barot Torres & Ibarra Law Office. He is thecorporate secretary of FPH, Rockwell Land, Bayan, SkyCable andLopez, Inc. He is also assistant corporate secretary of ABS-CBN. Heowns 191,960 Lopez Holdings share.

Ma. Amina O. Amado Maria Amina O. Amado (aged 49) was has been the assistant corporatesecretary since 1994. She is currently senior assistant vice president for

Legal of Lopez Holdings. She was the compliance officer of thecompany from 2006 to 2009. She is also the corporate secretary andassistant corporate secretary of various Lopez Holdings subsidiariesand affiliates. She graduated with an A.B. Political Science degree in1984 and a Bachelor of Laws degree in 1989 from the University of thePhilippines. She completed the academic requirements for theExecutive Masters in Business Administration program of the AsianInstitute of Management. She owns 217,894 Lopez Holdings share.

The Directors of the Company are elected at the Annual Stockholders' Meeting to hold office until thenext succeeding annual meeting and until their respective successors have been elected and qualified.

SEC Memorandum Circular No. 16, Series of 2002 defines independent director as a person who, apart

from his fees and shareholdings, is independent of management and free from any business or otherrelationship which could, or could reasonably be perceived to, materially interfere with his exercise ofindependent judgment in carrying out his responsibilities as a director in any corporation that meets therequirements of Section 17.2 of the Securities Regulation Code (SRC) and includes, among others, anyperson who:

i. is not a director or officer or substantial stockholder of the corporation or of its relatedcompanies or any of its substantial shareholders (other than as an independent director ofany of the foregoing);

ii. is not a relative of any director, officer or substantial shareholder of the corporation, any ofits related companies or any of its substantial shareholders. For this purpose, relatives

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include spouse, parent, child, brother, sister, and the spouse of such child, brother orsister;

iii. is not acting as a nominee or representative of a substantial shareholder of the corporation,any of its related companies or any of its substantial shareholders;

iv. has not been employed in any executive capacity by that public company, any of its relatedcompanies or by any of its substantial shareholders within the last five (5) years;

v. is not retained as professional adviser by that public company, any of its related companiesor any of its substantial shareholders within the last five (5) years, either personally orthrough his firm;

vi. has not engaged and does not engage in any transaction with the corporation or with anyof its related companies or with any of its substantial shareholders, whether by himself orwith other persons or through a firm of which he is a partner or a company of which he is adirector or substantial shareholder, other than transactions which are conducted at armslength and are immaterial or insignificant.

In compliance with Section 38 of the SRC, the independent directors of Lopez Holdings are not officersnor employees of the corporation, its parent or subsidiaries, and do not have a relationship with thecorporation, which would interfere with their exercise of independent judgment in carrying out theirresponsibilities as directors.

Officers are appointed or elected annually by the Board of Directors at its first meeting following theAnnual Meeting of Stockholders, each to hold office until a successor shall have been appointed.

Family Relationships

There are no other family relationships among the directors and officers listed above except for thefollowing: Messrs. Oscar M. Lopez and Manuel M. Lopez are brothers; Mr. Eugenio Lopez III is anephew of Messrs. Oscar and Manuel Lopez; Mr. Federico R. Lopez is a son of Mr. Oscar M. Lopez,nephew of Mr. Manuel M. Lopez, and cousin of Mr. Eugenio Lopez III; Mr. Miguel L. Lopez is a son ofMr. Manuel Lopez, nephew of Mr. Oscar M. Lopez; and Messrs. Eugenio Lopez III, Federico R. Lopezand Miguel L. Lopez are cousins.

Significant Employees

The names mentioned above make significant contribution to the business and all employees areexpected by the Company to make their own contributions necessary to meet its organizational goals.

Involvement of Directors and Officers in Certain Legal Proceedings

The Company is not aware of any bankruptcy proceedings filed by or against any business of which adirector, person nominated to become a director, executive officer, or control person of the Company is aparty of which any of their property is subject.

The Company is not aware of any conviction by final judgment in a criminal proceeding, domestic orforeign, or being subject to a pending criminal proceeding, domestic, or foreign, of any of its director,person nominated to become a director, executive officer, or control person.

The Company is not aware of any order, judgment, or decree not subsequently reversed, superseded, orvacated, by any court of competent jurisdiction, domestic, or foreign, permanently or temporarilyenjoining, barring, suspending, or otherwise limiting the involvement of a director, person nominated tobecome a director, executive officer, or control person of the Company in any type of business,securities, commodities or banking activities.

The Company is not aware of any findings by a domestic or foreign court of competent jurisdiction (in acivil action), the Commission or comparable foreign body, or a domestic or foreign exchange or

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electronic marketplace or self regulatory organization, that any of its director, person nominated tobecome a director, executive officer, or control person has violated a securities or commodities law.

Executive CompensationInformation as to the aggregate compensation paid or accrued during the last two fiscal years and to be

paid in the ensuing fiscal year to the Companys Chief Executive Officer and fou r other most highlycompensated executive officers follows (in million Php):

Year Salary Bonus OthersChief Executive Officer 2011 P23.17 P26.70 and four most highly 2012 25.93 12.74 compensated executive officers: 2013E 36.70 13.60

Oscar M. LopezManuel M. LopezEugenio Lopez, IIISalvador G. TironaCielito R.A. Diokno

Year Salary Bonus Others

All officers and directors 2011 36.77 33.93 as a group unnamed 2012 38.62 14.59

2013E 49.64 15.60

1) The directors receive standard per diem of P10,000, net of applicable taxes, per board meetingand P5,000, net of applicable taxes, per board committee meeting. Salaries, bonuses and otherallowances are drawn from their respective companies who are the beneficial owners of theshares they represent.

2) There are no other arrangements or consulting contracts on which any director is compensated,whether directly or indirectly.

3) The directors do not have employment contracts. Their term of office is one year. Thestockholders elect the members of the board of directors during the Annual StockholdersMeeting.

4) There is no compensatory plan or arrangement for the termination, resignation, or retirement of amember of the Board.

5) In 2011, the Companys executives have stock options. There were no warrants earned in 2012,2011 and 2010.

6) Details of any repricing of warrants and options - not applicable.

Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Record and Beneficial Owners as at December 31, 2012

As of December 31, 2012, the Company knows of no one who beneficially owns in excess of 50% of theCompanys common stock except as set forth in the table below:

(1) Title of Class(2) Name and address

Record/beneficialowner

(3) Amount and nature ofbeneficial ownership (indicate

by r or b) (4) % of class

CommonLopez, Inc.5/F Benpres BuildingMeralco Avenue, OrtigasCenter, Pasig City

2,420,111,945 r * 52.8%

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* Lopez, Inc. is the holding company of the Lopez family. It is owned by the respective holding companies of thefamily of the late Eugenio Lopez, Jr., Oscar M. Lopez, Manuel M. Lopez and Presentacion L. Psinakis.

* Lopez, Inc. issued Shares Purchase Rights (SPURs) to certain holders which give the holders thereof the rightto delivery and/or sale of common shares of Lopez Holdings and other rights relating to certain rights (other thanvoting rights) benefits, distributions, payments, securities or any other property attributable to or derived fromthe shares.

(b) Security Ownership of Management as at December 31, 2012

(1) Name of beneficialowner (2) Position

(3) Amount and nature ofbeneficial ownership

(4) %ownership

Manuel M. Lopez Chairman and CEO 18,768,897 r (sole voting) 0.41%Oscar M. Lopez Chairman Emeritus 11,632,408 r (sole voting) 0.25%Eugenio Lopez III Vice Chairman 3,473,999 r (sole voting) 0.08%Federico R. Lopez Treasurer 2,004,857 r (sole voting) 0.04%Salvador G. Tirona Director, President,

COO & CFO500,001 r (sole voting) 0.01%

Felife B. Alfonso Director 1 r (sole voting) 0.00%Cesar E.A. Virata Director 1 r (sole voting) 0.00%Washington Z. Sycip Director 1 r (sole voting) 0.00%Miguel L. Lopez VPCorporate Affairs 651,517 r (sole voting) 0.01%Cielito R.A. Diokno VPHuman Resources 472,338 r (sole voting) 0.01%Enrique I. Quiason Corporate Secretary and

Compliance Officer191,960 r (sole voting) 0.00%

Maria Amina O. Amado Assistant CorporateSecretary

217,894 r (sole voting) 0.00%

All directors andexecutive officers

as a group 37,913,874 r (sole voting) 0.83%

There have not been any arrangements that have resulted in a change in control of the Company duringthe period covered by this report. The Company is not aware of the existence of any voting trust

arrangement among the shareholders.

Certain Relationships and Related Transactions

Parent of the Registrant and the Voting Securities Owned

Parent No. of Shares Held % to Total

Lopez, Inc. 2,420,111,945 52.8%

*9,264,670shares representing 0.20% are covered by the SPURs issued by Lopez, Inc. to certain holderswhich give the holders thereof the right to delivery and/or sale of common shares of Lopez Holdings andother rights relating to certain rights (other than voting rights, distributions, payments, securities or anyother property attributable to or derived from the shares.

The Company retains the law firm of Quiason Makalintal Barrot Torres and Ibarra for legal services.During the last fiscal year, the Company paid Quiason Makalintal Barrot Torres and Ibarra, of whichMr. Enrique I. Quiason is a senior partner, legal fees which the Company believes to be reasonable forthe services rendered. During the last three years, Quiason Makalintal Barot Torres and Ibarra renderedlegal services in connection with the Balance Sheet Management Plan.

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21

PART IVEXHIBITS AND SCHEDULES

Exhibits and Reports on SEC Form 17-C

(a) ExhibitsThere are no accompanying exhibits for Parts I and III except the list of theSubsidiaries and Direct Affiliates of the Registrant

(Exhibits are either not applicable to the Company or require no answer.)

As of December 31, 2012, Lopez Holdings Corporation has investment in shares of stock ofsubsidiaries and direct associates with jurisdiction all in the Philippines, as follows:

NameDirect % ofownership

PrincipalActivities

ABS-CBN Broadcasting Corporation 60.3%* Broadcasting and Communications

Amcara Broadcasting Network, Incorporated 49.0% Services

Bayanmap Corporation 51.0% Information Service Provider

Bayan Telecommunications HoldingsCorporation (BayanTel) 47.3%** Telecommunications

First Philippine Holdings Corporation 46.2% Power Generations and Distribution

Star Cinema Productions, Inc. 45.0% Movie Production

* After giving effect to the PDRs convertible to common shares acquired by ABS-CBN.** The Parent Company has 1% direct equity interest in Bayan Telecommunications, Inc., a subsidiary of BayanTel. This excludes the

economic interest related to the voting rights assigned to Lopez, Inc.

(b) Reports on SEC Form 17C for the last six months of 2012

Subject of SEC Form 17-C Date Filed

Amended Audit Committee Charter,Performance Assessment Report of its AuditCommittee and summary of its discussions

November 26, 2012

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22

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23

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24

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25

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26

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27

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28

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30

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31

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32

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34

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36

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37

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38

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39

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40

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41

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44

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45

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47

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48

LOPEZ HOLDINGS CORPORATION AND SUBSIDIARIES

INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY SCHEDULES

FORM 17-A, Item 7

Page No.

Consolidated Financial Statements

Statement of Managements Responsibility for Financial Statements

Report of Independent Auditors

Consolidated Financial Position as of December 31, 2012 and 2011

Consolidated Statements of Income

for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Comprehensive Income

for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Changes in Equity

for the years ended December 31, 2012, 2011 and 2010Consolidated Statements of Cash Flows

for the years ended December 31, 2012, 2011 and 2010

Notes to Consolidated Financial Statements

Supplementary Schedules

Report of Independent Public Accountants on Supplementary Schedules *

A. Marketable Securities - (Current Marketable Equity Securities and OtherShort-term Cash Investments) *

B. Amounts Receivable from Directors, Officers, Employees, Related Partiesand Principal Stockholders (Other than Affiliates) *

C. Non-current Marketable Equity Securities, Other Long-term Investments,and Other Investments *

D. Indebtedness to Unconsolidated Subsidiaries and Affiliates *E. Property, Plant and Equipment *F. Accumulated Depreciation *G. Intangible Assets - Other Assets *H. Long-term Debt *I. Indebtedness to Affiliates and Related Parties (Long-term Loans from

Related Companies) *J. Guarantees of Securities of Other Issuers *K. Capital Stock *

Reconciliation of Retained Earnings Available for Dividend Declaration

Schedule of Effective Standards and Interpretations

Map of the Relationships of the Companies Within the Group

* These schedules, which are required by Part IV(e) of RSA Rule 48, have been omitted because they are either notrequired, not applicable or the information required to be presented is included in the Company's consolidatedfinancial statements or the notes to consolidated financial statements.

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49

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A S 0 9 3 0 0 4 3 6 9

SEC Registration Number

L O P E Z H O L D I N G S C O R P O R A T I O N A N D S U

B S I D I A R I E S

(Companys Full Name)

4 t h F l o o r , B e n p r e s B u i l d i n g , M e r a

l c o A v e n u e , P a s i g C i t y

(Business Address: No. Street City/Town/Province)

Mr. Salvador Tirona 910-3040(Contact Person) (Company Telephone Number)

1 2 3 1 A A C F S 0 5 3 0

Month Day (Form Type) Month Day(Fiscal Year) (Annual Meeting)

(Secondary License Type, If Applicable)

CFD Article I

Dept. Requiring this Doc. Amended Articles Number/Section

Total Amount of Borrowings

9,491 P=67 million US$23 million

Total No. of Stockholders Domestic Foreign

To be accomplished by SEC Personnel concerned

File Number LCU

Document ID Cashier

S T A M P S

Remarks: Please use BLACK ink for scanning purposes.

COVER SHEET

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INDEPENDENT AUDITORS REPORT

The Stockholders and the Board of DirectorsLopez Holdings Corporation4th Floor, Benpres BuildingMeralco Avenue, Pasig City

We have audited the accompanying consolidated financial statements of Lopez Holdings Corporationand its subsidiaries, which comprise the consolidated statements of financial position as atDecember 31, 2012 and 2011, and the consolidated statements of income, statements ofcomprehensive income, statements of changes in equity and statements of cash flows for each of thethree years in the period ended December 31, 2012, and a summary of significant accounting policiesand other explanatory information.

Managements Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financialstatements in accordance with Philippine Financial Reporting Standards, and for such internal control

as management determines is necessary to enable the preparation of the consolidated financialstatements that are free from material misstatement, whether due to fraud or error.

Auditors Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on ouraudits. We conducted our audits in accordance with Philippine Standards on Auditing. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures

in the consolidated financial statements. The procedures selected depend on the auditors judgment,including the assessment of the risks of material misstatement of the consolidated financial statements,whether due to fraud or error. In making those risk assessments, the auditor considers internal controlrelevant to the entitys preparation and fair presentation of the consolidated financial statements inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose ofexpressing an opinion on the effectiveness of the entitys internal control. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of accountingestimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion.

SyCip Gorres Velayo & Co.6760 Ayala Avenue1226 Makati CityPhilippines

Phone: (632) 891 0307Fax: (632) 819 0872www.sgv.com.ph

BOA/PRC Reg. No. 0001,December 28, 2012, valid until December 31, 2

SEC Accreditation No. 0012-FR-3 (Group A),

November 15, 2012, valid until November 16, 2

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- 2 -

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects,thefinancial position of Lopez Holdings Corporation and its subsidiaries as at December 31, 2012 and2011, and their financial performance and their cash flows for each of the three years in the periodended December 31, 2012 in accordance with Philippine Financial Reporting Standards.

SYCIP GORRES VELAYO & CO.

Maria Vivian C. RuizPartnerCPA Certificate No. 83687SEC Accreditation No. 0073-AR-3 (Group A),

January 18, 2013, valid until January 17, 2016Tax Identification No. 102-084-744BIR Accreditation No. 08-001998-47-2012,

April 11, 2012, valid until April 10, 2015PTR No. 3670018, January 2, 2013, Makati City

April 11, 2013

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LOPEZ HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 312012 2011 2010

(Amounts in Millions, Except Earnings Per Share Amounts)

NET REVENUES (Notes 24 and 32)Airtime P=16,081 P=14,794 P=17,696Sale of services 11,913 9,891 9,772Sale of goods 401 458 478

28,395 25,143 27,946

PRODUCTION COSTS(Note 25) 10,259 9,835 7,865

COSTS OF SERVICES(Note 26) 7,795 6,521 6,878

COSTS OF SALES (Note 26) 283 275 278

GROSS PROFIT 10,058 8,512 12,925

OTHER INCOME (EXPENSES)

General and administrative expenses (Note 27) (8,504) (7,397) (8,633)Equity in net earnings of associates (Note 10) 3,728 732 11,118Finance costs (Note 28) (886) (1,013) (1,477)Interest income (Note 6) 145 226 293Excess of the carrying amount of obligation over the buy-

back price (Notes 16 and 17) 85 2,119 1Gain (loss) on sale of:

Property and equipment (Note 11) 79 52 AFS investments (Note 12) (25)

Investments (Note 4) 1,239 Excess of the carrying amount of obligation over the

fair value of restructured debt (Note 17) 657Other income - net (Note 28) 1,038 879 776

(4,340) (3,163) 2,735

INCOME BEFORE INCOME TAX 5,718 5,349 15,660

PROVISION FOR (BENEFIT FROM)INCOME TAX (Note 29)

Current 540 417 1,497Deferred (56) (122) (362)

484 295 1,135

NET INCOME P=5,234 P=5,054 P=14,525

Attributable to

Equity holders of the Parent Company P=4,538 P=3,955 P=13,175Non-controlling interests 696 1,099 1,350

P=5,234 P=5,054 P=14,525

Earnings Per Share Attributable to Equity Holders

of the Parent Company (Note 22)Basic P=0.9901 P=0.8629 P=2.8752Diluted 0.9883 0.8617 2.8753

See accompanying Notes to Consolidated Financial Statements.

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LOPEZ HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 312012 2011 2010

(Amounts in Millions)

NET INCOME P=5,234 P=5,054 P=14,525

OTHER COMPREHENSIVE INCOME

Exchange differences on translation of foreign operations(Notes 10 and 21) 1,384 (17) (198)

Equity reserves (Notes 4, 10 and 21) (3,312) Unrealized gain (loss) on fair value adjustments

of AFS investments (Notes 10, 12 and 21) (620) 615 1,497

(2,548) 598 1,299

TOTAL COMPREHENSIVE INCOME P=2,686 P=5,652 P=15,824

Attributable to

Equity holders of the Parent Company P=2,101 P=4,568 P=14,541Non-controlling interests 585 1,084 1,283

P=2,686 P=5,652 P=15,824

See accompanying Notes to Consolidated Financial Statements.

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*SGVMG60016

LOPEZ HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYFOR EACH OF THE THREE YEARS IN THE PERIOD ENDED DECEMBER 31, 2012

Equity Attributable to Equity Holders of the Parent Company

Capital Stock(Notes 17

and 21)

Additional

Paid-in

Capital

(Note 17)

Unrealized

Gain (Loss) on

Fair Value

Adjustments

of AFS

Investments(Notes 10, 12

and 21)

Cumulative

Translation

Adjustments(Notes 10

and 21)

Equity

Reserves(Notes 4, 10

and 21)

Share-based

Payment Plans

(Note 20)

Retained

Earnings

(Note 21) Total

Non-

controlling

Interests Total Eq

(Amounts in Millions)

At January 1, 2012 P=4,583 P=5 P=2,166 (P=4,570) (P=201) P=24 P=39,078 P=41,085 P=9,941 P=51

Net income 4,538 4,538 696 5Other comprehensive income (623) 1,498 (3,312) (2,437) (111) (2

Total comprehensive income (623) 1,498 (3,312) 4,538 2,101 585 2

Dividends declared by:Parent Company (Note 21) (458) (458)

Subsidiary (236) Share-based payments

(Note 20) 37 37 Exercise of options (Note 21) 1 1 2 Increase in non-controlling

interests (Note 4) 156

At December 31, 2012 P=4,584 P=6 P=1,543 (P=3,072) (P=3,513) P=61 P=43,158 P=42,767 P=10,446 P=53

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*SGVMG60016

- 2 -

Equity Attributable to Equity Holders of the Parent Company

Capital Stock(Notes 17

and 21)

AdditionalPaid-inCapital

(Note 17)

UnrealizedGain on

Fair ValueAdjustments

of AFSInvestments

(Notes 10, 12and 21)

CumulativeTranslation

Adjustments(Notes 10

and 21)

EquityReserves

(Notes 4, 10and 21)

Share-basedPayment Plans

(Note 20)

RetainedEarnings

(Note 21) TotalNon-controlling

Interests Total Eq

(Amounts in Millions)

At January 1, 2011 P=4,582 P=3 P=1,555 (P=4,572) (P=201) P= P=35,581 P=36,948 P=7,476 P=44

Net income 3,955 3,955 1,099 5Other comprehensive income 611 2 613 (15)

Total comprehensive income 611 2 3,955 4,568 1,084 5

Conversion of bonds (Note 17) 1 2 3 Dividends declared by:

Parent Company (Note 21) (458) (458)

Subsidiary (699) Share-based payments

(Note 20) 24 24 Acquisition of treasury shares

of a subsidiary (10) Increase in non-controlling

interests (Note 4) 2,090 2

At December 31, 2011 P=4,583 P=5 P=2,166 (P=4,570) (P=201) P=24 P=39,078 P=41,085 P=9,941 P=51

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*SGVMG60016

- 3 -

Equity Attributable to Equity Holders of the Parent Company

Capital Stock(Notes 17

and 21)

AdditionalPaid-inCapital

(Note 17)

UnrealizedGain on

Fair ValueAdjustments

of AFSInvestments

(Notes 10, 12and 21)

CumulativeTranslation

Adjustments(Notes 10

and 21)

EquityReserves

(Notes 10and 21)

Share-basedPayment Plans

RetainedEarnings

(Note 21) TotalNon-controlling

Interests Total Eq

(Amounts in Millions)

At January 1, 2010 P=4,581 P=6,766 P=63 (P=4,446) P= P= P=15,640 P=22,604 P=7,024 P=29

Net income 13,175 13,175 1,350 14Other comprehensive income 1,492 (126) 1,366 (67) 1

Total comprehensive income 1,492 (126) 13,175 14,541 1,283 15

Equity restructuring (6,766) 6,766 Conversion of bonds 1 3 4 Dividends declared

by a subsidiary (370) (Acquisition of treasury shares

of a subsidiary and anassociate (201) (201) (445) (

Decrease in non-controllinginterests (16)

At December 31, 2010 P=4,582 P=3 P=1,555 (P=4,572) (P=201) P= P=35,581 P=36,948 P=7,476 P=44

See accompanying Notes to Consolidated Financial Statements.

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LOPEZ HOLDINGS CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 312012 2011 2010

(Amounts in Millions)

CASH FLOWS FROM OPERATING ACTIVITIES

Income before income tax P=5,718 P=5,349 P=15,660Adjustments for:

Equity in net earnings of associates (Note 10) (3,728) (732) (11,118)Depreciation and amortization (Note 28) 2,835 2,601 2,435Amortization of:

Program rights and other intangibles (Note 14) 1,278 1,253 1,020Deferred charges (Notes 27) 53 56 53Debt issue costs (Note 28) 19 17 100

Interest expense (Note 28) 843 985 1,350Gain on settlement of liabilities (Note 28) (209) (144) Interest income (Note 6) (145) (226) (293)Excess of the carrying amount of obligation over the

buy-back price (Notes 16 and 17) (85) (2,119) (1)Net unrealized foreign exchange gains (61) (85) (370)Loss (gain) on sale of:

Property and equipment (Note 11) (79) (52) AFS investments (Note 12) 25 Investments (Note 4) (1,239)

Mark-to-market gains (loss) on derivatives (Note 28) (26) (23) 7Share-based payment expense (Note 20) 23 15 Dividend income (Notes 12 and 28) (11) (5) (7)Excess of the carrying amount of obligation over the

fair value of restructured debt (Note 17) (657)Impairment loss on AFS investments (Note 28) 54

Income before working capital changes 6,450 5,651 8,233Decrease (increase) in:

Trade and other receivables (169) (841) (1,507)Inventories (89) 20 Other current assets 514 (349) 523

Increase (decrease) in:Trade and other payables 201 (1,522) 2,350Accrued pension obligation (Note 19) 426 427 (165)Obligations for program rights (218) 2 (375)

Increase (decrease) in other noncurrent liabilities (134) 860 437

et cash generated