COVER SHEET P W 3 4 3 SEC Registration Number L T G R O U P , I N C . ( f o r m e r l y T A N D U A Y H O L D I N G S , I N C . ) a n d S u b s i d i a r i e s (Company‘s Full Name) 1 1 t h F l o o r U n i t 3 B e n c h T o w e r , 3 0 t h S t . c o r n e r R i z a l d r i v e C r e s c e n t P a r k W e s t 5 B o n i f a c i o G l o b a l C i t y T a g u i g C i t y (Business Address: No. Street City/Town/Province) Jose Gabriel D. Olives 519-7981 (Contact Person) (Company Telephone Number) 1 2 3 1 17-A 0 5 0 4 Month Day (Form Type) Month Day (Calendar Year) (Annual Meeting) (Secondary License Type, If Applicable) SEC Dept. Requiring this Doc. Amended /Section Total Amount of Borrowings 533 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. SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE OF THE PHILIPPINES 1. For the calendar year ended December 31, 2012 2. SEC Identification Number PW-343 3. BIR Tax Identification No. 121-145-650-000 4. Exact name of registrant as specified in its charter LT Group, Inc. 5. Philippines 6. (SEC Use Only) Province, Country or other jurisdiction of Industry Classification Code: incorporation or organization 7. 11th Floor Unit 3 Bench Tower, 30th St. corner Rizal drive Crescent Park West 5 Bonifacio Global City Taguig City 1634 Address of principal office Postal Code 8. (632) 817-8710 Registrant's telephone number, including area code 9. Tanduay Holdings, Inc., 7th Floor Allied Bank Center, 6754 Ayala Avenue Makati City 1200 Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or 4 and 8 of the RSA Number of Shares of Common Stock Title of Each Class Outstanding and Amount of Debt Outstanding Common shares, P1.00 par value 8,981,388,889 11. Are any or all of these securities listed on a Stock Exchange? Yes [] No [ ] Philippine Stock Exchange Common Stock - 3,981,388,889 shares 12. Check whether the registrant: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the Revised Securities Act (RSA) and RSA Rule 11(a)-1 thereunder and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); 2 Yes [] No [ ] (b) has been subject to such filing requirements for the past 90 days. Yes [] No [ ] 13. Aggregate market value of the voting stock held by non-affiliates of the registrant P= 12,510,985,002 as of December 31, 2012 14. Not applicable DOCUMENTS INCORPORATED BY REFERENCE 3 PART I – BUSINESS AND GENERAL INFORMATION Item 1. Business Corporate History LT Group, Inc. (LTG) formerly known as Tanduay Holdings, Inc., (THI), was originally incorporated in the Philippines and registered with the Philippine Securities and Exchange Commission (SEC) on May 27, 1937 under the name ―The Manila Wine Merchants, Inc.‖. LTG‘s corporate life is 50 years from the date of incorporation and was extended for another 50 years from and after May 27, 1987. The Philippine SEC approved the change of name to ―Asian Pacific Equity Corporation‖ on September 22, 1995 and change of its primary purpose to that of a holding company. On August 24, 1999, the stockholders approved the increase in capital stock from One Billion Pesos to Five Billion Pesos with a par value of one peso per share. This was approved by the Securities and Exchange Commission on November 10, 1999 together with the change in LTG‘s corporate name from ―Asian Pacific Equity Corporation‖ to ―Tanduay Holdings, Inc.‖ Three Billion shares were issued by the Company for the acquisition in 1999 of Twin Ace Holdings Corp. now known as Tanduay Distillers, Inc. (TDI). An agreement to subscribe was executed between Tangent Holdings Corporation (THC), the sole shareholder of TDI, and LTG in exchange for 600,000,000 shares in TDI. This share swap resulted in LTG wholly owning TDI. On June 30, 2005, TDI acquired controlling interests in Asian Alcohol Corporation (AAC) and Absolut Distillers, Incorporated (ADI), formerly known as Absolut Chemicals, Inc. (ACI). AAC and ADI are domestic corporations registered with the Philippine Securities and Exchange Commission (SEC) which are the suppliers of TDI‘s alcohol requirements. In December 2006, TDI converted certain advances to AAC and ADI amounting to P=200 million and P185 million, respectively, into equity in the subsidiaries thereby resulting in the increase in ownership by TDI over AAC and ADI to 93% and 96% respectively. In October 2007, the Philippine SEC approved ADI‘s equity restructuring. On the other hand, the increase in authorized capital stock of AAC was approved on January 10, 2008. In June 2008, TDI bought additional shares in AAC amounting to P=150 million, which increased TDI‘s ownership from 93% to 95%. For purposes of consolidation as of December 31, 2011, TDI‘s ownership over AAC and ADI was 95% and 96% respectively. In December 2011, the Company undertook a capital raising exercise to complete the financing of the capital expenditure requirements of its subsidiary, TDI and the latter‘s subsidiaries, ADI and AAC and to improve operational efficiencies and rationalize operations. This involved a sale of 398,138,889 existing the Company shares owned by THC at an offer price of P= 4.22 per share, for total gross proceeds of P= 1,680.1 million which THC re-invested the proceeds into the Company. After a series of restructuring activities in 2012, the Company was able to consolidate certain businesses of the controlling stockholder to LTG. The current portfolio comprises interests in the following companies: Tobacco—the Company conducts its tobacco business through its 82.3% ownership in Fortune Tobacco Corporation (FTC), which in turn owns 49.6% of PMFTC, a company formed in 2010 as a result of business combination between Philip Morris Philippines Manufacturing, Inc. (PMPMI) and FTC. PMFTC is the leading tobacco manufacturer and distributor in the Philippines with an estimated 90.7% market share by volume in the year 2012 and has a diversified portfolio of brands across all consumer segments, including Fortune, Hope, Marlboro and Philip Morris. 4 Beverage—the Company conducts its beverage business through its 99.9%-owned subsidiary, Asia Brewery, Inc. (ABI). ABI is one of the Philippines‘ leading producers of non-alcoholic and alcoholic beverages, such as energy drinks, beer, alcopop, bottled water and soymilk, and has leading market positions across four of these five main categories. ABI is also a major producer of packaging materials (including glass bottles). Distilled Spirits—the Company conducts its distilled spirits business through its 100%- owned subsidiary TDI. TDI is the second-largest distilled spirits producer in the Philippines according to Nielsen Philippines, with an approximate 28.7% share of the Philippine spirits market in 2012. Property Development—the Company conducts its property development business through Paramount Landequities, Inc. and Saturn Holdings, Inc. resulting to an effective ownership of 99.3% in Eton Properties Philippines, Inc. (ETON). Eton has a diverse portfolio of property development projects in various areas throughout the Philippines, primarily in Metro Manila and surrounding areas, and access to the large land bank of the Tan Companies. Eton‘s project portfolio mainly comprises residential real estate projects (including large-scale township projects), but Eton also develops and leases out commercial properties for retail, office and BPO tenants. Description of Subsidiaries Distilled Spirits Tanduay Distillers, Inc. (TDI) TDI was incorporated in the Philippines on May 10, 1988 and is primarily engaged in, operates, conducts, and maintains the business of manufacturing, compounding, bottling, importing, exporting, buying, selling or otherwise dealing in, at wholesale and retail, such finished goods as rhum, spirit beverages, liquor products, and any and all equipment, materials, supplies used and/or employed in or related to the manufacture of such finished goods. The following companies are majority owned by TDI: Asian Alcohol Corporation (AAC) – 95% AAC is a domestic corporation registered with the Philippine Securities and Exchange Commission (SEC) on September 27, 1973. The company is primarily involved in the manufacture of refined and/or denatured alcohol and in the production of fodder yeast, and to market, sell, distribute, and generally deal in any or all of such liquids or products. Absolut Distillers, Inc. (ADI) – 96% ADI was incorporated in the Philippines on September 14, 1990, to engage in, operate, conduct and maintain the business of manufacturing, distilling, importing, exporting, buying, selling or otherwise deal in chemicals including alcohol and molasses, at wholesale and retail and any and all equipment, materials, supplies used or employed in or related to the manufacture of such finished products. Tanduay Brands International, Inc. (TBI) On May 06, 2003, TBI was incorporated in the Philippines to handle the marketing of TDI‘s products in the export market.