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2012-SEC17A-AMENDED-PSE.Pdf SEC Number 66381 File Number _____ ENERGY DEVELOPMENT CORPORATION (Company’s full Name) One Corporate Centre Julia Vargas cor. Meralco Ave., Ortigas Center, Pasig City (Company’s Address) (632) 755-2332 (Telephone Number) December 31, 2012 (Fiscal Year Ending) AMENDED SEC FORM 17-A/A-1 (Form Type) Corporation Finance Department (SEC Department) Total Number of Stockholders as of December 31, 2012: 700 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A, AS AMENDED ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF THE CORPORATION CODE OF THE PHILIPPINES 1. For the fiscal year ended December 31, 2012 2. Commission identification number: 66381 3. BIR Tax Identification No. 000-169-125-000 4. Exact name of issuer as specified in its charter: ENERGY DEVELOPMENT CORPORATION 5. PHILIPPINES 6. (SEC Use Only) Province, country or other jurisdiction of Industry Classification Code incorporation or organization 7. One Corporate Centre Julia Vargas cor. Meralco Ave., Ortigas Center, Pasig City 1605 Address of issuer's principal office Postal Code 8. (632) 755-2332 Issuer's telephone number, including area code: 9. Former name, former address and former fiscal year, if changed since last report: 10. Securities registered pursuant to Sections 8 and 12 of the Code, or Sections 4 and 8 of the RSA Title of each Class Number of shares outstanding as of December 31, 2012 Common Stock, P1.00 par value 18,750,000,000 Preferred Stock, P0.01 par value 9,375,000,000 11. Are any or all of the securities listed on a Stock Exchange? Yes [ √ ] No [ ] If yes, state the name of such Stock Exchange and the class/es of securities listed therein: Philippine Stock Exchange Common Stock 12. Indicate by check mark whether the registrant: (a) has filed all reports required to be filed by Section 17 of the Code and SRC Rule 17 thereunder or Sections 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of the Corporation Code of the Philippines, during the preceding twelve (12) months (or for such shorter period the registrant was required to file such reports) Yes [ √ ] No [ ] (b) has been subject to such filing requirements for the past ninety (90) days. Yes [ √ ] No [ ] TABLE OF CONTENTS PART I – BUSINESS ........................................................................................................................1 Operational Highlights…… ................................................................................................................. …4 Electricity Generation .............................................................................................................................. 4 Third Party Drilling .................................................................................................................................. 5 Health, Safety and Environment .............................................................................................................. 5 Corporate Social Responsibility ............................................................................................................... 6 Business of the Issuer ............................................................................................................................... 8 Principal Products or Services and their markets .............................................................................. 8 Distribution methods of products or services .................................................................................... 8 New Products or Services .................................................................................................................. 9 Competition ....................................................................................................................................... 9 Dependence on one or a few major customers and identity of any such major customers ............. 10 Patents, trademarks, licenses, franchises, concessions, royalty payments ...................................... 10 Cost and effects of compliance with environmental laws ............................................................... 11 Employees and Labor Relations ...................................................................................................... 13 Factors Affecting the Company’s Results of Operations ....................................................................... 10 The Company’s Relationship with NPC ......................................................................................... 15 Exchange Rate Fluctuations ............................................................................................................ 15 Property .................................................................................................................................................. 15 Legal Proceedings .................................................................................................................................. 18 Expropriation Proceedings .............................................................................................................. 18 Tax Cases......................................................................................................................................... 18 Real Property Taxes ................................................................................................................ 18 Franchise Taxes ....................................................................................................................... 19 Input Value Added Tax ........................................................................................................... 20 Civil Cases ....................................................................................................................................... 20 Labor Cases ..................................................................................................................................... 21 PART II – SECURITIES OF THE REGISTRANT ....................................................................22 PART III – FINANCIAL INFORMATION.................................................................................25 Financial Results for the Years Ended December 31, 2012, 2011 and 2010 ......................................... 25 Major Transactions for CY 2012 ........................................................................................................... 27 Consolidated Income Statement ............................................................................................................. 28 Balance Sheet ......................................................................................................................................... 36 Cash Flows ............................................................................................................................................. 44 Selected Financial Data .......................................................................................................................... 45 Discussion on the Subsidiary Companies .............................................................................................. 46 Top Eight (8) Key Performance Indicators ............................................................................................ 50 Any significant elements of income or loss (from continuing operations) ............................................ 53 Seasonal aspects that have material effect on the FS ............................................................................. 53 Audit and Audit-Related Fees ................................................................................................................ 53 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures ............... 54 PART IV – MANAGEMENT AND CERTAIN SECURITY HOLDERS .................................52 PART V – CORPORATE GOVERNANCE ................................................................................75 PART VI – EXHIBITS AND SCHEDULES ................................................................................86 SIGNATURES.................................................................................................................................87 PART I – BUSINESS Corporate Structure Energy Development Corporation (the “Parent Company” or “EDC”) is a subsidiary of Red Vulcan Holdings Corporation (Red Vulcan). The Parent Company and its subsidiaries (collectively hereinafter referred to as the “Company”), were separately incorporated and registered with the Philippine Securities and Exchange Commission (SEC), except for its foreign subsidiaries. Below are the Parent Company’s ownership interests in its subsidiaries: Percentage of Ownership December 31, 2012 December 31, 2011 Direct Indirect Direct Indirect EDC Drillco Corporation (EDC Drillco) 100.00 – 100.00 – EDC Geothermal Corp. (EGC) 100.00 – 100.00 – Green Core Geothermal Inc. (GCGI) – 100.00 – 100.00 Bac-Man Geothermal Inc. (BGI) – 100.00 – 100.00 Unified Leyte Geothermal Energy Inc. (ULGEI) – 100.00 – 100.00 Southern Negros Geothermal, Inc. (SNGI)*** – 100.00 – 100.00 EDC Mindanao Geothermal Inc. (EMGI)*** – 100.00 – 100.00 Bac-Man Energy Development Corporation (BEDC)*** – 100.00 – 100.00 Kayabon Geothermal, Inc. (KGI)*** – 100.00 – 100.00 Energy Development (EDC) Corporation Chile Limitada [EDC Chile Limitada] 99.99 0.01 99.99 0.01 EDC Holdings International Limited (EHIL)** 100.00 – 100.00 – Energy Development Corporation Hong Kong
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