SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-A, AS AMENDED
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. SEC Identification Number 77487 3. BIR Tax Identification Number 000-388-771 4. Name of Registrant Jollibee Foods Corporation 5. Province, Country or other Jurisdiction of Incorporation or Organization Pasig City, Philippines 6. Industry Classification Code 7. Address of Principal Office 10th Floor Jollibee Plaza, 10 Emerald
Avenue, Ortigas Center, Pasig City Postal Code 1600 8. Registrant’s Telephone Number 634-1111 9. Former name, former address, and former fiscal year, if changed since last report N/A 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the
RSA:
Note: Total outstanding common shares inclusive of 23,000 shares subject for listing. These represent shares purchased by employee/s in connection with JFC's Management Stock Option Plan (MSOP). It also includes of 358,610 MSOP shares exercised by employee participants, to be deducted from the 1,000,000 MSOP shares (per PSE disclosure No. WLIST_2012000017673 dated November 9, 2012) lodged with Deutsche Regis Partner’s Inc. on November 9, 2012, and 785,765 ELTIP shares exercised by employee participants, to be deducted from the 1,400,000 shares (per PSE Disclosure No. WLIST_2012000011273 dated July 9, 2012) lodged also with Deutsche Regis Partner’s Inc. on July 9, 2012.
Title of each Class
Number of shares of Common stock outstanding
Common 1,046,361,624 Treasury Shares: Common 16,447,340
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11. ALL of these securities are listed on the Philippine Stock Exchange. 12. Reports filed by the Registrant
(a) Registrant has filed all reports to be filed under Section 17 of the SRC and SRC Rule 17.1 thereunder or Section 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.
(b) Registrant has been subject to such filing requirements for the past ninety (90)
days. 13. Aggregate market value of the voting stock held by non-affiliates of the Registrant as of
December 31, 2012:
Total number of outstanding shares 1,045,402,922 Less: Outstanding Shares held by Affiliates 599,305,034 Shares held by Non-Affiliates 446,097,888 Average price as of December 31, 2012 PhP103.41 Aggregate market value of voting stock held by Non-Affiliates
20,593,123,036
Level of Public Float based on information available as of December 31, 2012
40%1
DOCUMENTS INCORPORATED BY REFERENCE NONE of the following documents are incorporated by reference:
(a) Any annual reports to the security holder; (b) Any proxy information statement filed pursuant to SRC Rule 20; or (c) Any prospectus filed pursuant to SRC Rule 8.1.
1 Per submission to the Philippine Stock Exchange dated December 31, 2012.
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PART I. BUSINESS AND GENERAL INFORMATION 1. BUSINESS JOLLIBEE FOODS CORPORATION (“JFC” or the “Company”) was incorporated on January 28, 1978. Its principal business is the development, operation and franchising of quick-service restaurants under the trade name “Jollibee.” In the Philippines, the Company has, as subsidiaries, FRESH N’ FAMOUS FOODS, INC., which develops, operates and franchises quick-service restaurants under the trade names “Chowking” and “Greenwich,” RED RIBBON BAKESHOP, INC. (through RRB HOLDINGS, INC.), which develops, operates and franchises restaurants under the “Red Ribbon” trade name, MANG INASAL PHILS., INC. (of which the Company owns 70%), which develops, operates and franchises restaurants under the “Mang Inasal” trade name, and PERF RESTAURANTS INC., (through holding companies, of which the Company owns 54%) which franchises restaurants under the “Burger King” trademark in the Philippines. The Company also has subsidiaries and affiliates which develop and operate its international brands, “Yonghe King,” “Hongzhuangyuan,” “San Pin Wang,” brands under the SuperFoods Group2 and, most recently, “12 Sabu.”3 Milestones and updates for subsidiaries and affiliates are discussed further in other parts of this Report. By the end of 2012, there are 780 Jollibee stores nationwide, of which 393 are franchised and 387 are Company-owned. There were also 92 Jollibee stores overseas, including stores in the United States, Vietnam, Hongkong, Brunei, Jeddah, Kuwait and Qatar. The stores offer food products that are prepared on-site based on original Company recipes, using Company-specified ingredients and supplies, and in accordance with Company standards and procedures. These products are sold under various trademarks including but not limited to Champ, Chickenjoy and Yum. Aside from continuing to bring the langhap-sarap experience to more Filipinos across the archipelago, Jollibee reclaimed value leadership and product superiority through the launch of the “Always Affordelicious” campaign on core products – Chickenjoy, Yumburger and Jollibee Spaghetti, and the introduction of new products like the Chicken and Mushroom Pasta, Sundae Mix-ins Milo Blast, Chocolate and Coffee Floats, Crisscut Fries and the Crispy Wings. On the marketing front, “Jollibee” signed American Idol season 11 first runner up Fil-Am Jessica Sanchez as our very first international brand ambassador for “Chicknjoy.” It also sealed tie-ups with various institutions, including the “Jollibee Padala” tie-up where Filipinos working abroad can order “Jollibee” products for delivery to family and friends in the Philippines. In the local setting, “Jollibee” mounted the Jollibee Drive-thru Cross Country Challenge to showcase the widest network of drive-thru stores in the Philippines. It also supports the
2 On January 20, 2012, the Company disclosed that through its wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. (“JWPL”), it completed its acquisition of 50% share of the business of the Superfoods Group. The Superfoods Group owns or franchises, and operates various brands, including Highlands Coffee, Pho 24 and Hard Rock Cafe.
3 On August 22, 2012, the Company disclosed that through its wholly-owned subsidiary Jollibee Worldwide Pte. Ltd., it entered into an agreement to own and operate the 12 Sabu brand in the People’s Republic of China, Hong Kong and Macau.
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Department of Tourism’s “Its More Fun in the Philippines” campaign where the Happy Filipino website was launched. In international operations, Jollibee maintained its 92 store count at the end of 2012 with 27 stores in the United States, 39 in Vietnam, 13 in Brunei, 1 in Hong Kong and 12 in the Middle East. The Company continues to operate its central commissary in Carmelray, Calamba, Laguna through ZENITH FOODS CORPORATION (“ZFC”), a wholly-owned subsidiary which has facilities in Carmelray, Canlubang, Laguna and Mandaue City, Cebu. The commissaries have the collective capacity to serve 800 stores in Luzon, Visayas and Mindanao. With the commissaries as the focal point, the Company’s Corporate Supply Chain unit has direct responsibility over the product supply needs of the Jollibee Group of Companies, manages sales and operations planning and manufacturing and logistics requirements while closely collaborating with other key divisions. In addition, Mang Inasal Phils., Inc. operates commissaries in Taguig and Iloilo City. The Company also opened a new warehousing and distribution center in Brgy. Marcelo Green Village, Paranaque City. The 5 hectare property aims to serve an estimated 1,300 stores nationwide. Its dry storage is one of the biggest in the Philippines and is targeted to serve 800 stores. On the other hand, the cold storage boasts of modern automated refrigeration system technology and is likewise one of the biggest of its kind in the Philippines. This distribution center is managed by JOLLIBEE WORLDWIDE SERVICES, the regional operating headquarters of the Jollibee Group of Companies. Economies of scale allow the Company to avail of low purchase costs from local and foreign suppliers, leveraged on sustained volume growth and reliable credit handling. The Company’s major suppliers are the following: Food Supplier Chicken SAN MIGUEL FOODS, INC. 19th Floor San Miguel Properties Center St. Francis St., Ortigas Center, Mandaluyong City Carbonated COCA-COLA BOTTLERS PHILIPPINES, INC. Beverages 1890 Paz Guazon Street, Otis, Paco, Manila Sauces and DEL MONTE PHILIPPINES, INC. Beverages Bugo, Cagayan De Oro City Beverages NESTLE PROFESSIONALS Nestle Center, Rockwell Center, Makati City Dressings UNILEVER PHILIPPINES UN Avenue, Paco, Manila The Company has existing agreements with all suppliers. The Company’s subsidiaries have their own commissaries for their respective specialty products, i.e., pizza and pasta for Greenwich, Chinese dishes for Chowking, cakes and pastries for Red
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Ribbon, grilled chicken and Filipino food items for Mang Inasal, products for Burger King and Chinese food items for Yonghe King, Hongzhuangyuan and San Pin Wang in China. In July 2010, the Company disclosed that it had entered into a joint venture agreement with Hua Xia Harvest Holdings Pte. Ltd. to build and operate a food processing plant in Shucheng County in Anhui Province of China.4 Food quality, service, price-value relationship, store location and ambience, and efficient operations continue to be critical elements of the Company’s success in the quick-service restaurant industry. ACQUISITIONS AND INVESTMENTS Joint Venture (Coffee, Asian Food Business) On May 20, 2011, the Company’s wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. (“JWPL”), signed a Framework Agreement with Viet Thai International Joint Stock Company and its related parties to establish a platform for owning and operating a portfolio of restaurants in various territories including Vietnam, Hong Kong, Macau, and Southern China. The Company completed the acquisition of 50% share of the business of the Superfoods Group in January 2012, consisting of a 49% share in a Vietnam company and 60% share in a Hong Kong Company. As of December 31, 2012, Highlands Coffee has 75 stores in Vietnam while Pho 24 has 62 restaurants. Joint Venture (Jollibee Singapore) On May 16, 2012, the Company disclosed that its wholly-owned subsidiary, Golden Plate Pte. Ltd., has entered into an agreement to form a company together with Beeworks, inc. to own and operate Jollibee stores in Singapore. GPPL will own 60% of the joint venture company. The first Jollibee restaurant in Singapore opened in March 2013. Joint Venture (12 Sabu) On August 22, 2012, the Company disclosed that JWPL and GPPL have entered into an agreement to establish a company to own and operate the 12 Sabu brand in the People’s Republic of China, Hong Kong and Macau. JWPL and GPPL combined will own 48% of the joint venture company. The 12 Sabu brand features low-priced hot pot dishes served in a clean and bright dining environment. It highlights safe and fresh food which each customer cooks in individual fast-heating stone hot pots. As of 2011, there were eighteen 12 Sabu stores operating in Taiwan.
4 The joint venture shall undertake food manufacturing operations to supply food products to food service businesses primarily of the Jollibee Group of Companies. As its initial project, the joint venture plans to supply products for the Jollibee Group of Companies’ restaurants in China, initially, Yonghe King, for its stores in Shanghai and Beijing.
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EMPLOYEES JFC and its commissaries have approximately 13,133 employees in 2012, 2,678 of which are employed on a full-time basis, and 10,455 on a contractual basis. The regular daily-paid employees of JFC are subject to a collective bargaining agreement which expires on February 28, 2017. Aside from all benefits mandated by law, the Company provides training opportunities (internal and external) to its employees. Qualified employees are also entitled to avail of options under the Company’s Stock Option Plan.5 COMPETITION The Company competes in the quick-service restaurant industry. It has presence all over the country and is the biggest fast food company in the Philippines. The Company’s competitive edge includes strict adherence to its policy of maintaining high standards in food quality, reasonable prices, excellent service and cleanliness in its stores. Taking the Jollibee group in its entirety, competition includes, but is not limited to, McDonald’s, Wendy’s, KFC, and other burger, pizza and pasta chains, Chinese fast-food restaurants, grilled chicken and Filipino restaurants, and bakeshops. CUSTOMERS The Company serves a wide spectrum of customers from all economic classes. It is not dependent on a single customer or few customers. Neither is there a single customer that accounts for, or will account for, 20% or more of the Company’s sales. RELATED PARTIES The Company runs its business independently of its subsidiaries and other related parties. There is no dependence on the Company’s related parties. PERMITS AND APPROVALS Other than the reportorial requirements of the SEC, the Bureau of Internal Revenue (“BIR”), and the local permits for the opening and continued operations of stores, there are no other permits, licenses or approvals required from the Company for its operations. The Company is in compliance with the requirements of the SEC, BIR and local governments. RESEARCH AND DEVELOPMENT Research and development is an integral part of the Company’s operations. New products, concepts and ideas are critical to the continued success of the Company and its subsidiaries. For this reason, the Company allocates a Research and Development budget as indicated below for the Jollibee Philippines brand:
Year Amount Percentage to Systemwide Sales of Jollibee Brand
2011 PhP70,923,150.00 .17% 5 Please see discussion on page 88.
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2012 PhP56,762,832.00 .13% ENVIRONMENTAL LAWS Strict compliance with environmental laws would entail substantial capital investment for the Company. The Company will spend, on the average, PhP1,000,000.00 per store to retrofit each store with a Wastewater Treatment Facility (“WWTF”). Additionally, operation expenses is pegged at PhP10,000.00 per month to maintain the WWTF. RISKS The Company and its subsidiaries are all in the quick-service restaurant sector. Quick-service restaurants like those maintained by the Company are expected to maintain high quality in terms of food, service and cleanliness (“FSC”). The Company responds by observing stringent guidelines, processes and procedures in its FSC, and conducting regular and spot audits to ensure that FSC standards are maintained not only in stores but also in commissaries. The Company has likewise instituted a system of incentives to reward excellent performance in terms of FSC by stores. ADDITIONAL REQUIREMENTS AS TO CERTAIN ISSUES OR ISSUERS The Company has no additional requirements as to certain issues or issuers. SUBSIDIARIES AND AFFILIATES The company owns, develops, operates and franchises the following brands through various subsidiaries:
Chowking Chowking’s challenge in 2012 was to maintain its presence in the fastfood market. In 2012, Chowking further improved taste and value to drive customers to its stores by focusing on the Chinese Style Fried Chicken, Chao Fan and Chao Pao. Chowking also improved further its front-and back-end operations for better and faster service. As of December 2012, Chowking is operating 386 stores in the Philippines, 147 of which are company-owned and 239 of which are franchised. 2012 also saw marked improvements in Chowking’s international operations. These include the opening of 3 more stores in the United Arab Emirates, and the opening of the first store in the sultanate of Oman. Chowking USA also introduced new products in its menu which produced positive results among customers, particularly the introduction of the Salt & Pepper Pork with Jalapeno slices and the Orange Chicken. Chowking USA capped off a strong year with the opening of the first Chowking store in Anaheim, California. As of year-end, there are 44 stores outside the Philippines -- 19 stores in the United States, 19 in Dubai, 2 in Indonesia, 3 in Qatar and 1 in Oman.
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Greenwich Various initiatives placed Greenwich’s flagship products in the forefront. In 2012, Greenwich’s “Better Than Any Other” communications campaign highlighted the superior taste of its Ultimate Special Overload and Ultimate Hawaiian Overload pizzas. 2012 also saw Greenwich stepping into the world of social media through Facebook and Twitter which featured online campaigns and famous personalities and the online launch of the Crispy Glazed Chicken. Greenwich also made its presence felt in customers’ homes through its improved delivery service and the launch of the Ultimate Green Card, a rewards card for frequent home delivery customers. Greenwich complimented all these efforts with store renovations to carry the new look, cementing its role as the ultimate Favorite ng Barkada in the Philippines. As of December 2012, Greenwich had 202 stores nationwide, with 2 of those participating in the Company’s “multibrand” stores. Greenwich ended the year 2012 with 123 company-owned and 77 franchised stores. “Chowking” and “Greenwich” are business units of Fresh N’ Famous Foods, Inc., a wholly-owned subsidiary of the Company. Red Ribbon Red Ribbon completes a record-breaking performance in 2012 by registering the highest company profit in its history. In 2012, Red Ribbon launched campaigns to further intensity the market position of its signature products – Black Forest, Butter Mamon, Triple Chocolate Roll and Ultimate Chocolate Cake. Other highlights are initiatives on commissary efficiency, productivity efficiency and cost consciousness. In the Philippines, “Red Ribbon” had 212 stores as of December 2012, 125 of which are company-owned and 87 franchised stores. On the international front, Red Ribbon USA repositioned its brand image from a “cakeshop for special occasions” to a “bakeshop for everyday.” Strong value-for-money flagship products were offered to drive long-term brand equity. Noteworthy are the Butter Mamon and Ultimate Chocolate Cake campaigns and the re-launch of the Mango Cake. In the United States, “Red Ribbon” had 32 company-owned stores at the end of 2012. Mang Inasal Mang Inasal focused on brand building and reinforcing brand strategy in 2012. It improved site selection process, product development and commissary development to provide better products to its customers. 2012 witnessed the introduction of the Dinuguan and Puto and the celebration of Mang Inasal’s flagship product, the Barbecue Chicken, on television, radio and billboards across the country. Mang Inasal also launched a new tagline for its Chicken Inasal -- “Wow sa Laki, Nuot Sa Sarap.”
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As of December 2012, Mang Inasal had 465 stores, 52 of which are company-owned and 413 are franchised stores. It also operates 2 commissaries, one in Iloilo City and another in Taguig, Metro Manila. Burger King Burger King made its presence felt in 2012 with the launch of the thematic campaign featuring the world-famous flagship product – the Whopper, which generated significant positive awareness for Burger King’s burgers. Supported by cable television advertisement placements, billboards and in-store merchandising materials, the campaign improved the Whopper’s good value for money rating. 2012 also witnessed the rebirth of the flame-grilled Angus Steakhouse Burger and the launch of the flame-grilled barbeque cheeseburger. The year was topped off with the “Free Fries Weekend” promo to reward loyal customers. Burger King opened five (5) new restaurants in prime locations using the “Garden Grill” concept which accentuates the brand’s core brand equity of “flame-grilling” as well as providing customers with a taste of American life. As of December 31, 2012, there were 29 Burger King stores.
Yonghe King 2012 was a challenging year for the restaurant industry in China with the slow down in China’s economic growth rate. Rising to the challenge, Yonghe King focused on building its brand image with the introduction of its “Every Day Value Meals.” Yonghe King repositioned itself as the Chinese Quick Service Restaurant (“CQSR”) which featured delicious, value-for-money, Taiwan-inspired dishes. Yonghe King also re-launched its flagship products, Soy Milk and Youtiao, Minced Pork Rice, Three Cups Chicken and Beef Noodles. These received positive feedback from customers making Yonghe King the No. 1 CQSR in China, as awarded by the China Brand Power Index for the second year in a row. Yonghe King was also awarded China’s “7 Stars Award” which outstanding recognized efforts in food safety. To celebrate Yonghe King’s 17th anniversary (since the opening of its first store in Shanghai, People’s Republic of China in 1995), Yonghe King created the biggest Youtiao in the planet, as witnessed by the Guinness World Record organization. As of December 2012, “Yonghe King” had 292 company-owned stores and 5 franchised stores spread over 21 cities in the PRC. In 2012 alone, Yonghe King opened 59 stores in different parts of the PRC.
Hongzhuangyuan
In 2012, Hong Zhuang Yuan strived to be known as the only Chinese neighboring restaurant that “feels like home,” offering delicious, everyday, value-for-money comfort food. The brand rallied from its new tagline “Congee, and Much More,” the first step in brand evolution from a quick-service Congee restaurant to a casual dining restaurant.
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As of December 2012, Hong Zhuang Yuan was operating 46 restaurants, 45 of which are company-owned. San Pin Wang In 2012, San Pin Wang developed the beef brisket rice noodle, a new, low-price beef noodles that was well-received by consumers. The beef brisket rice noodle joined other beef noodle favorites – beef tendon rice noodle and beef rice noodle. San Pin Wang also opened seven (7) restaurants in 2012, notable of which are the new restaurants in Wuyixi and Wangxiang. Improving further its corporate social responsibility efforts, San Pin Wang saw the launch of the “SPW Scholarship” in Guangxi Traditional Chinese Medicinal University to support the development and promotion of traditional Chinese medicine. San Pin Wang was awarded the “advanced domestic trade enterprise” given by the commerce department of Guangxi. As of December 2012, San Pin Wang had 40 stores. Superfoods The SuperFoods group owns and operates various brands, including Highlands Coffee Shops in Vietnam, Highlands Coffee Packaged Products and Hard Rock Café franchised stores in Macau, Hong Kong and Vietnam. The SuperFoods Group also acquired the Pho 24 brand and restaurants which have presence in Vietnam, Indonesia, Philippines, Hong Kong, Cambodia and Japan. Highlands Coffee serves Vietnamese coffee and light meals in trendy coffee shops, and also sells packaged coffee through retail outlets. Meanwhile, Pho 24 serves traditional Vietnamese dishes with rice noodles as its core products. In the Philippines, the franchising rights for operating Highlands Coffee Shops was granted to IP Ventures, Inc. IP Ventures, a company formed and controlled by IPVG Corp., operates the largest chain of internet cafes in the Philippines under the brand name Netopia. As of December 31, 2012, Highlands Coffee had 75 stores in Vietnam while Pho 24 has 62 restaurants. Jinja As of December 31, 2012, Jinja operates 3 restaurants in the US. JOLLIBEE GROUP FOUNDATION, INC.6
THE JOLLIBEE GROUP FOUNDATION, INC. (the “Foundation”) was established in December 2004 to serve as the Company’s corporate social responsibility arm. The Foundation’s initiatives focused on the following areas: Education, Leadership and Community Development, Environment and, in light of the recent calamities, Disaster Response.
6 In January 2013, the Securities and Exchange Commission approved the change of name from Jollibee Foundation, Inc. to the Jollibee Group Foundation, Inc.
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In 2012, the Foundation put its thrust in promoting food security in communities at the forefront of its efforts. The Busog Lusog Talino (“BLT”) program was implemented in 1,053 public schools in 199 cities and municipalities worldwide. A total of 37,821 pupils in the first and second grades were fed lunch daily for 136 days, bringing the total number of BLT pupils to 60,000 since BLT was first implemented in 2007. Through its Farmer Entrepreneurship Program (“FEP”), the JFC supply chain was harnessed by giving opportunities to small farmers to be direct suppliers of the Jollibee Group. In 2012, more than 500 small farmers from Nueva Ecija, Pangasinan, Quezon, Ilocos Sur, Tarlac, Agusan del Sur, Davao Oriental and Bukidnon received training and technical assistance on production, marketing and finance. Farmers’ cooperatives organized in these areas successfully various raw materials to the Jollibee Group and other institutions. The FEP is a partnership with the Catholic Relief Services and the National Livelihood Development Corporation. Finally, more than 370 employees of the Jollibee Group participated in the Tree Nurturing Project held in Mt. Banahaw in Liliw, Laguna and the Ipo Watershed in Bulacan where a total of 6 hectares of land was reforested. OTHERS Other subsidiaries of the Company include FREEMONT FOODS CORPORATION, a wholly-owned subsidiary which owns and operates the Company’s Jollibee stores primarily in the Visayas and Mindanao areas, and GRANDWORTH RESOURCES CORPORATION, a real estate company which owns or leases some of the properties used as store sites. PERCENTAGE OF FOREIGN SALES The percentage of foreign sales to total net sales for the last four (4) years is as follows: 2012 2011 2010 2009 Total Sales 67,493,953,521 59,266,444,340 50,506,967,113 45,344,123,164Foreign Sales 15,534,109,102 12,353,833,195 9,852,053,490 8,307,292,922Percentage 23.01% 20.8% 19.5% 18.3% The percentage of foreign sales to net income is as follows: 2012 2011 2010 2009 Net Income 3,713,062,706 3,253,802,924 3,212,535,996 2,666,899,745Foreign Sales 15,534,109,102 12,353,833,195 9,852,053,490 8,307,292,922Percentage 418.4% 379.7% 306.7% 311.5%
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TRADEMARK REGISTRATION
TRADEMARK RECORDS BY COUNTRY Following is a list of the local and international trademark registrations and pending applications for registration for the “Jollibee” brand as of December 31, 2012.
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Argentina JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
1997309 29 Aug 1995
1,652,377 03 Dec 1997
Registered
42
Australia JOLLIBEE MASCOT DEVICE
654121 24 Feb 1995
654121 24 Feb 1995
Registered
42
42
Bahrain BEE DEVICE 80978 15 Apr 2010
80978 15 Apr 2010
Registered
29
Bahrain BEE DEVICE 80979 15 Apr 2010
80979 15 Apr 2010
Registered
30
Bahrain BEE HEAD DEVICE (Black & White) - MAIN
91757 24 Apr 2012
Pending 29
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Bahrain BEE HEAD DEVICE (Black & White) - MAIN
91758 24 Apr 2012
Pending 43
Bahrain CHICKENJOY WORD MARK - MAIN
91759 24 Apr 2012
Pending 29
Bahrain CHICKENJOY WORD MARK - MAIN
91760 24 Apr 2012
Pending 43
Bahrain JOLLIBEE & MASCOT DEVICE
1070/95 02 Aug 1995
S1718 02 Aug 1995
Registered
42
Bahrain JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
1068/95 02 Aug 1995
TM 19220 02 Aug 1995
Registered
29
Bahrain JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
1069/95 02 Aug 1995
S1717 02 Aug 1995
Registered
42
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Bahrain JOLLIBEE LOGO & DEVICE
80975 15 Apr 2010
80975 15 Apr 2010
Registered
29
Bahrain JOLLIBEE LOGO & DEVICE
80976 15 Apr 2010
80976 15 Apr 2010
Registered
30
Bahrain JOLLIBEE LOGO & DEVICE
80977 15 Apr 2010
80977 15 Apr 2010
Registered
43
Bahrain JOLLIBEE WORD MARK - MAIN
91755 24 Apr 2012
Pending 29
Bahrain JOLLIBEE WORD MARK - MAIN
91756 24 Apr 2012
Pending 43
Brazil JOLLIBEE GREAT BURGERS GREAT CHICKEN
819052612
16 Feb 1996
819052612 30 Nov 1999
Registered
29
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Brazil JOLLIBEE GREAT BURGERS GREAT CHICKEN
818935359
15 Dec 1995
818935359 30 Nov 1999
Registered
38
Brunei Darussalam
BEE HEAD DEVICE (Black & White) - MAIN
42,856 26 Apr 2012
Pending 29
43
Brunei Darussalam
CHICKENJOY WORD MARK - MAIN
42,855 26 Apr 2012
Pending 29
43
Brunei Darussalam
JOLLIBEE 36,341 24 Jun 2004
36,341 24 Jun 2004
Registered
43
Brunei Darussalam
JOLLIBEE WORD MARK - MAIN
42,857 26 Apr 2012
Pending 29
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
43
Cambodia
BEE HEAD DEVICE (Black & White) - MAIN
46001 11-May-12
Pending 29
Cambodia BEE HEAD DEVICE (Black & White) - MAIN
46002 11-May-12
Pending 43
Cambodia CHICKENJOY WORD MARK - MAIN
46003 11-May-12
Pending 29
Cambodia CHICKENJOY WORD MARK - MAIN
46004 11-May-12
Pending 43
Cambodia JOLLIBEE WORD MARK - MAIN
45999 11-May-12
Pending 29
Cambodia JOLLIBEE WORD MARK - MAIN
46000 11-May-12
Pending 43
Canada BEE HEAD DEVICE
1324318 16 Nov 2006
761468 11 Mar 2010
Registered
43
Canada BEE HEAD DEVICE
1563176 08 Feb 2012
Pending 29
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Canada CHICKENJOY 1563177 08 Feb 2012
Pending 29
43
Canada JOLLIBEE 1324317 16 Nov 2006
761476 11 Mar 2010
Registered
43
32
42
30
29
Canada JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN
783671 26 May 1995
727149 28 Oct 2008
Registered
29
42
China JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
95054017
03 May 1995
971757 28 Mar 1997
Registered
42
China JOLLIBEE MASCOT DEVICE
95066755
01 Jun 1995
951389 21 Feb 1997
Registered
29
China JOLLIBEE MASCOT DEVICE
95054016
03 May 1995
955790 28 Feb 1997
Registered
42
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
4740571
7-May-08 Registered
21
China
4740572
May 7 2009 Registered
20
China
4740573
28-May-10 Registered
18
China
4740574
7-Mar-08 Registered
33
China
4740575
7-Mar-08 Registered
31
China
4740576
7-Feb-09 Registered
36
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
4740577
7-Feb-09 Registered
36
China
4740578
21-Feb-09 Registered
40
China
4740579
May 7 2009 Registered
16
China
4740580
21-Feb-09 Registered
41
China
4740590
7-Feb-09 Registered
28
China
5149228
Processing
11
Jollibee Foods Corporation 2012 Amended Annual Report
20
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149229
21-Mar-09 Registered
10
China
5149230
21-Mar-09 Registered
9
China
5149231
21-Nov-09 Registered
8
China
5149232
14-Jan-09 Registered
7
China
5149233
21-Mar-09 Registered
6
China
5149234
28-Nov-09 Registered
5
Jollibee Foods Corporation 2012 Amended Annual Report
21
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149235
7-Jun-09 Registered
4
China
5149236
Processing
3
China
5149237
7-Jun-09 Registered
2
China
5149238
21-Dec-09 Registered
21
China
5149239
7-Aug-10 Registered
20
China
5149240
21-Jun-09 Registered
19
Jollibee Foods Corporation 2012 Amended Annual Report
22
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149241
Processing
18
China
5149242
21-Jun-09 Registered
17
China
5149243
21-Jun-09 Registered
18
China
5149244
7-Jun-09 Registered
15
China
5149245
7-Aug-10 Registered
14
China
5149246
21-Mar-09 Registered
13
Jollibee Foods Corporation 2012 Amended Annual Report
23
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149247
14-Jan-09 Registered
12
China
5149248
28-Jun-09 Registered
30
China
5149249
21-Mar-09 Registered
29
China
5149250
9-Aug-10 Registered
28
China
5149251
7-Jan-10 Registered
27
China
5149252
7-Jul-09 Registered
26
Jollibee Foods Corporation 2012 Amended Annual Report
24
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149253
Processing
25
China
5149254
28-Jan-10 Registered
25
China
5149255
14-Jan-10 Registered
24
China
5149256
7-Jun-09 Registered
23
China
5149257
28-Jun-09 Registered
22
China
5149258
21-Aug-09 Registered
38
Jollibee Foods Corporation 2012 Amended Annual Report
25
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149259
28-Aug-09 Registered
37
China
5149260
28-Aug-09 Registered
36
China
5149261
28-Aug-09 Registered
35
China
5149262
28-May-09 Registered
35
China
5149263
Processing
35
China
5149264
21-Mar-09 Registered
34
Jollibee Foods Corporation 2012 Amended Annual Report
26
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149265
21-Mar-09 Registered
33
China
5149266
21-Mar-09 Registered
32
China
5149267
21-Mar-09 Registered
31
China
5149268
21-Mar-09 Registered
1
China
5149269
7-Jun-09 Registered
45
China
5149270
28-Aug-09 Registered
44
Jollibee Foods Corporation 2012 Amended Annual Report
27
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149271
28-Aug-09 Registered
43
China
5149272
Processing
42
China
5149273
28-Aug-09 Registered
43
China
5149274
21-Jun-09 Registered
42
China
5149275
21-Jun-09 Registered
41
China
5149276
28-Aug-09 Registered
40
Jollibee Foods Corporation 2012 Amended Annual Report
28
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
5149277
28-May-09 Registered
39
China
6173242
28-Dec-09 Registered
10
China
6173243
28-Feb-10 Registered
9
China
6173244
21-Feb-10 Registered
8
China
6173245
14-May-10 Registered
7
China
6173246
6-Jan-10 Registered
6
Jollibee Foods Corporation 2012 Amended Annual Report
29
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173247
28-Feb-10 Registered
5
China
6173248
21-Feb-10 Registered
4
China
6173249
14-Feb-10 Registered
3
China
6173250
28-Feb-10 Registered
2
China
6173251
28-Feb-10 Registered
1
China
6173252
28-Jan-10 Registered
20
Jollibee Foods Corporation 2012 Amended Annual Report
30
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173253
21-Feb-10 Registered
19
China
6173254
28-Mar-10 Registered
18
China
6173255
28-Mar-10 Registered
17
China
6173255
14-Feb-10 Registered
16
China
6173257
14-Jan-10 Registered
15
China
6173258
14-Jan-10 Registered
14
Jollibee Foods Corporation 2012 Amended Annual Report
31
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173259
21-Jan-10 Registered
13
China
6173260
7-Jan-10 Registered
12
China
6173261
28-Feb-10 Registered
11
China
6173262
14-Jan-10 Registered
30
China
6173263
7-Sep-09 Registered
29
China
6173264
28-Mar-10 Registered
28
Jollibee Foods Corporation 2012 Amended Annual Report
32
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173265
28-Mar-10 Registered
27
China
6173266
28-Mar-10 Registered
26
China
6173267
28-Mar-10 Registered
25
China
6173268
28-Mar-10 Registered
24
China
6173269
28-Mar-10 Registered
23
China
6173270
14-May-10 Registered
22
Jollibee Foods Corporation 2012 Amended Annual Report
33
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173271
7-Feb-10 Registered
21
China
6173322
7-Feb-10 Registered
40
China
6173323
7-Jun-10 Registered
39
China
6173324
21-Mar-10 Registered
38
China
6173325
21-Mar-10 Registered
37
China
6173326
21-Mar-10 Registered
36
Jollibee Foods Corporation 2012 Amended Annual Report
34
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173327
7-Jun-10 Registered
35
China
6173328
7-Sep-09 Registered
34
China
6173330
14-Jan-10 Registered
32
China
6173331
7-Sep-09 Registered
31
China
6173332
7-Jun-10 Registered
41
China
6173343
28-Mar-10 Registered
45
Jollibee Foods Corporation 2012 Amended Annual Report
35
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
6173344
28-Mar-10 Registered
44
China
6173345
28-Mar-10 Registered
43
China
6173346
7-Jun-10 Registered
42
China
1019097
28-May-07 Registered
29
China
1356544
21-Jan-10 Registered
30
China
1359132
28-Jan-10 Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
36
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
China
1369995
28-Feb-10 Registered
42
China
980654
14-Apr-07 Registered
32
China
1019874
28-Mar-07 Registered
42
Czech Republic
JOLLIBEE & DEVICE
104009 19 Sep 1995
196474 03 Jan 1997
Registered
30
32
29
42
Egypt JOLLIBEE & DEVICE
90430 28 Mar 1994
90430 04 Dec 1997
Registered
42
Egypt JOLLIBEE & DEVICE
90427 28 Mar 1994
90427 04 Dec 1997
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
37
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Egypt JOLLIBEE & DEVICE
95740 18 May 1995
95740 14 Feb 2001
Registered
42
Egypt JOLLIBEE & DEVICE
95741 18 May 1995
95741 17 Jan 2001
Registered
29
Egypt JOLLIBEE MASCOT DEVICE
95742 18 May 1995
95742 17 Jan 2001
Registered
42
France JOLLIBEE (& device)
94537781
28 Sep 1994
94537781 28 Sep 1994
Registered
29
29
30
42
30
32
Germany JOLLIBEE & DEVICE
J31300 17 Aug 1994
2 907 060 29 May 1995
Registered
42
30
32
29
Hong Kong BEE HAPPY 301/2002 09 Jan 2002
10613/2003 09 Jan 2002
Registered
42
Hong Kong JOLLIBEE 300352025
11 Jan 2005
300352025 11 Jan 2005
Registered
43
Jollibee Foods Corporation 2012 Amended Annual Report
38
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Hong Kong JOLLIBEE & (ZU LE BI IN CHINESE CHARACTERS) & DEVICE
980/2000 17 Jan 2000
5406/2001 17 Jan 2000
Registered
42
Hong Kong JOLLIBEE & (Zu Le Bi in Chinese characters) & Device
979/2000 17 Jan 2000
5405/2001 17 Jan 2000
Registered
29
Hong Kong Jollibee Great Burgers Great Chicken & Device (series)
3906/95 04 Apr 1995
1984A-B/99 04 Apr 1995
Registered
42
Hong Kong JOLLIBEE MASCOT DEVICE
5314/95 04 May 1995
668/97 04 May 1995
Registered
29
Hong Kong JOLLIBEE MASCOT DEVICE
5678/95 12 May 1995
4465/99 12 May 1995
Registered
42
Hong Kong JOLLIBEE NAME (IN CHINESE CHARACTERS ''SIU LOK FUNG'')
09486 of 1996 01 Mar 1995
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
39
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Hong Kong JOLLIBEE NAME (IN CHINESE CHARACTERS ''SIU LOK FUNG'')
09487 of 1996 01 Mar 1995
Registered
30
Hong Kong JOLLIBEE NAME (IN CHINESE CHARACTERS ''SIU LOK FUNG'')
09488 of 1996 01 Mar 1995
Registered
32
Hong Kong JOLLIBEE NAME (IN CHINESE CHARACTERS ''SIU LOK FUNG'')
09489 of 1996 Registered
42
India JOLLIBEE & DESIGN
1367743 29 Jun 2005
1367743 29 Jun 2005
Registered
30
29
India JOLLIBEE & DESIGN
1356313 10 May 2005
1356313 10 May 2005
Registered
42
India JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
737457 13 Mar 1997
Pending 16
India JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
737458 13 Mar 1997
Pending 29
Jollibee Foods Corporation 2012 Amended Annual Report
40
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Indonesia BEE HEAD DEVICE (BLACK & WHITE) - MAIN
D00-2012-
022535
11 May 2012
Pending 43
29
Indonesia BEE HEAD DEVICE (BLACK & WHITE) - MAIN
J00-2012-
022539
11 May 2012
Pending 43
Indonesia CHICKENJOY WORD MARK - MAIN
J00-2012-
022547
11 May 2012
Pending 43
Indonesia CHICKENJOY WORD MARK - MAIN
D00-2012-
022543
11 May 2012
Pending 29
Indonesia JOLLIBEE R00-2002-
08317-08322
22 Oct 1992
IDM000074916
06 Jan 1995
Lapsed 29
Indonesia JOLLIBEE & DEVICE
V00-2002-
10210-10216
22 Oct 2002
IDM000004618
30 Sep 2003
Registered
43
Jollibee Foods Corporation 2012 Amended Annual Report
41
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Indonesia JOLLIBEE BEEFBURGER GREAT BURGERS GREAT CHICKEN & DEVICE
R00-2005-00443
20 Apr 2005
367408 20 Apr 1995
Registered
42
Indonesia JOLLIBEE BEEFBURGER GREAT BURGERS GREAT CHICKEN & DEVICE
24 Apr 1995
368310 24 Sep 1996
Registered
29
Indonesia JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
O-954544
20 Mar 1995
Pending 29
Indonesia JOLLIBEE WORD MARK - MAIN
D00-2012-
0022546
11 May 2012
Pending 43
29
Indonesia JOLLIBEE WORD MARK - MAIN
D00-2012-
0022546
11 May 2012
Pending 43
Israel JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
100922 20 Sep 1995
100922 20 Sep 2002
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
42
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Israel JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
100923 20 Sep 1995
100923 20 Sep 2002
Registered
42
Italy BEE HEAD DEVICE (Black & White) - MAIN
MI2012C004989
15-May-12
Pending 29
43
Italy CHICKENJOY WORD MARK - MAIN
MI2012C004988
15-May-12
Pending 29
43
Italy JOLLIBEE WORD MARK - MAIN
MI2012C004987
15-May-12
Pending 29
43
Jordan BEE HEAD DEVICE (Black & White)
121001 22 Nov 2011
Pending 43
Jordan JOLLIBEE WORDMARK
121002 22 Nov 2011
Pending 43
Korea - Republic of (South)
BEE HEAD DEVICE (Black & White) - MAIN
45-2012-0002341
07 May 2012
Pending 29
43
Korea - Republic of (South)
CHICKENJOY WORD MARK - MAIN
45-2012-0002342
07 May 2012
Pending 43
29
Jollibee Foods Corporation 2012 Amended Annual Report
43
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Korea - Republic of (South)
JOLLIBEE & DESIGN
40-0358457 21 Mar 1997
Registered
7
Korea - Republic of (South)
JOLLIBEE & DESIGN
40-0372192 09 Aug 1997
Registered
5
Korea - Republic of (South)
JOLLIBEE & DESIGN
40-0372105 08 Aug 1997
Registered
2
Korea - Republic of (South)
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
95-048721
369351 18 Jul 1997 Registered
7
Korea - Republic of (South)
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
96-11545 23 Mar 1996
377580 08 Oct 1997
Registered
2
Korea - Republic of (South)
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
95-48721 21 Dec 1995
369351 18 Jul 1997 Registered
7
Korea - Republic of (South)
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
95-12356 21 Dec 1995
Pending 42
Korea - Republic of (South)
JOLLIBEE WORD MARK - MAIN
45-2012-0002340
07 May 2012
Pending 29
43
Jollibee Foods Corporation 2012 Amended Annual Report
44
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Kuwait JOLLIBEE LOGO AND DEVICE
112416 13 Jun 2010
95849 Registered
43
Kuwait BEE DEVICE 112417 13 Jun 2010
95850 16 Oct 2011
Registered
29
Kuwait BEE DEVICE 112418 13 Jun 2010
95851 16 Oct 2011
Registered
30
Kuwait BEE DEVICE 112419 13 Jun 2010
95852 16 Oct 2011
Registered
43
Kuwait BEE HEAD DEVICE (Black & White) - MAIN
129537 23 Apr 2012
Pending 29
Kuwait BEE HEAD DEVICE (Black & White) - MAIN
129538 23 Apr 2012
Pending 43
Kuwait CHICKENJOY WORD MARK - MAIN
129539 23 Apr 2012
Pending 29
Jollibee Foods Corporation 2012 Amended Annual Report
45
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Kuwait CHICKENJOY WORD MARK - MAIN
129540 23 Apr 2012
Pending 43
Kuwait JOLLIBEE & DEVICE
36669 28 May 1997
Pending 29
Kuwait JOLLIBEE & DEVICE
36670 28 May 1997
Pending 42
Kuwait JOLLIBEE & THREE BEE DEVICE (JOLLIBEE MASCOT)
36671 28 May 1997
Pending 42
Kuwait JOLLIBEE LOGO AND DEVICE
112414 13 Jun 2010
95847 Registered
29
Kuwait JOLLIBEE LOGO AND DEVICE
112415 13 Jun 2010
95848 Registered
30
Jollibee Foods Corporation 2012 Amended Annual Report
46
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Kuwait JOLLIBEE (WORD) AND DEVICE
32461 26-Nov-95
29947 25-Nov-05 Registered
30
Kuwait JOLLIBEE (WORD) AND DEVICE
32462 26-Nov-95
29403 25-Nov-05 Registered
32
Kuwait JOLLIBEE DEVICE & JOLLIBEE FOODS CORPORATION
32463 26-Nov-95
29946 25-Nov-05 Registered
42
Kuwait JOLLIBEE WORD MARK - MAIN
129535 23 Apr 2012
Pending 29
Kuwait JOLLIBEE WORD MARK - MAIN
129536 23 Apr 2012
Pending 43
Lebanon JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
66960 20 Sep 1995
66960 20 Sep 1995
Registered
42
29
Jollibee Foods Corporation 2012 Amended Annual Report
47
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Malaysia BEE HEAD DEVICE (BLACK & WHITE) - MAIN
2012052508
23 Apr 2012
Pending 29
Malaysia BEE HEAD DEVICE (BLACK & WHITE) - MAIN
2012052510
23 Apr 2012
Pending 43
Malaysia CHICKENJOY WORD MARK - MAIN
2012052511
23 Apr 2012
Pending 29
Malaysia CHICKENJOY WORD MARK - MAIN
2012052512
23 Apr 2012
Pending 43
Malaysia JOLLIBEE 2000-2359
03 Mar 2000
2000-2359 03 Mar 2000
Registered
43
Malaysia JOLLIBEE (word) and Device
95003171
08 Apr 1995
95003171 08 Apr 1995
Registered
29
29
Jollibee Foods Corporation 2012 Amended Annual Report
48
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Malaysia JOLLIBEE MASCOT (SERIES OF 3)
2000-02358
03 Mar 2000
2000-02358 03 Mar 2000
Registered
43
Malaysia JOLLIBEE WORD MARK - MAIN
2012052507
23 Apr 2012
Pending 29
Mexico JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN
288147 26 Feb 1997
665344 27 Jul 2000 Registered
29
Mexico JOLLIBEE GREAT BURGERS GREAT CHICKEN & DESIGN
405557 06 Jan 2000
764426 21 Oct 2002
Registered
42
New Zealand
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
254483 06 Oct 1995
254483 06 Oct 1995
Registered
29
29
New Zealand
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
254484 06 Oct 1995
254484 06 Oct 1995
Registered
42
Jollibee Foods Corporation 2012 Amended Annual Report
49
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
42
Oman BEE HEAD DEVICE (BLACK & WHITE) - MAIN
73974 23 Apr 2012
Pending 29
Oman BEE HEAD DEVICE (BLACK & WHITE) - MAIN
73975 23 Apr 2012
Pending 43
Oman CHICKENJOY WORD MARK - MAIN
73976 23 Apr 2012
Pending 29
Oman CHICKENJOY WORD MARK - MAIN
73977 23 Apr 2012
Pending 43
Oman JOLLIBEE (WORD MARK)
69397 20 Jul 2011
Pending 29
Oman JOLLIBEE (WORD MARK)
69398 20 Jul 2011
Pending 30
Jollibee Foods Corporation 2012 Amended Annual Report
50
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Oman JOLLIBEE (WORD MARK)
69399 20 Jul 2011
Pending 43
Oman JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
11660 29 May 1995
11660 29 May 2005
Registered
29
Oman JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
11659 29 May 1995
Registered
42
Oman JOLLIBEE MASCOT
11658 29 May 1995
Pending 42
Papua New Guinea
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
59020 11 Sep 1995
59020 11 Sep 1995
Registered
29
29
Papua New Guinea
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
59021 11 Sep 1995
59021 11 Sep 1995
Registered
42
42
Jollibee Foods Corporation 2012 Amended Annual Report
51
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines 1/3 POUND PATTY CHAMP EXTRA BIG LOGO & DEVICE
4-2010-004210
20 Apr 2010
4-2010-004210
03 Dec 2010
Registered
35
29
Philippines 1/3 POUND PATTY CHAMP EXTRA BIG LOGO & DEVICE (IN COLOUR)
4-2010-004235
21 Apr 2010
4-2010-004235
28 Jan 2011
Registered
29
35
Philippines AFFORDELICIOUS 4-2010-010083
15 Sep 2010
4-2010-010083
07 Apr 2011
Registered
35
Philippines AMAZING ALOHA & PINEAPPLE SLICE DEVICE
4-1996-106351
04 Mar 1996
4-1996-108683
04 Nov 2002
Registered
8
Philippines BEE HAPPY 4-2012-003129
12 Mar 2012
Pending 35
Jollibee Foods Corporation 2012 Amended Annual Report
52
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines BEE HEAD DEVICE
4-2005-007557
05 Aug 2005
4-2005-007557
19 Feb 2007
Registered
18
28
24
9
21
20
25
16
Philippines BEE HEAD DEVICE
4-2004-006570
23 Jul 2004
4-2004-006570
06 Jan 2006
Registered
43
Philippines BEE HEAD DEVICE (BLACK & WHITE) - MAIN
4-2012-004771
19 Apr 2012
Pending 29
Philippines CHAMP 4-2010-004236
21 Apr 2010
4-2010-004236
28 Jan 2011
Registered
29
35
Philippines CHICKEN TORPEDO
4-2004-011637
08 Dec 2004
4-2004-011637
15 Jan 2007
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
53
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines CHICKENJOY WORD MARK - MAIN
4-2004-006569
23 Jul 2004
4-2004-006569
26 May 2006
Registered
29
Philippines CHICKENJOY WORD MARK - MAIN
4-2012-004770
19 Apr 2012
Pending 43
Philippines COMBEE 4-2006-005919
05 Jun 2006
4-2006-005919
19 Feb 2007
Registered
43
Philippines CONE TWIRL 4-2010-010089
15 Sep 2010
4-2010-010089
07 Apr 2011
Registered
29
Philippines CRISPYLICIOUS (WORD MARK)
4-2012-000563
16 Jan 2012
Pending 29
Philippines EVERYDAY DESERVES A SUNDAE
4-2011-010765
08 Sep 2011
Pending 30
Jollibee Foods Corporation 2012 Amended Annual Report
54
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines HAPPYPLUS CASHLESS PAYMENTS WITH REWARDS LOGO AND DEVICE (IN BLACK & WHITE)
4-2011-002977
15 Mar 2011
Pending 35
16
36
9
Philippines HAPPYPLUS CASHLESS PAYMENTS WITH REWARDS LOGO AND DEVICE (IN COLOR)
4-2011-009245
05 Aug 2011
4-2011-009245
05 Jan 2012
Registered
36
9
35
16
Philippines HETTY MASCOT DESIGN
4-2008-007563
25 Jun 2008
4-2008-007563
23 Jul 2009 Registered
16
24
27
41
28
21
18
20
25
Philippines HETTY MASCOT HOUSE DEVICE (IN BLACK & WHITE)
4-2010-005365
20 May 2010
4-2010-005365
21 Oct 2010
Registered
18
28
16
41
25
Jollibee Foods Corporation 2012 Amended Annual Report
55
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines HETTY MASCOT HOUSE DEVICE (IN COLOR)
4-2010-005368
20 May 2010
4-2010-005368
14 Oct 2010
Registered
25
41
28
16
18
Philippines Ice Craze Coffee Jelly
4-2005-003299
12 Apr 2005
4-2005-003299
05 May 2007
Registered
30
Philippines jk 4-2005-008738
05 Sep 2005
4-2005-008738
23 Jul 2007 Registered
25
26
16
18
Philippines JOLLIBEE 4-2005-007558
05 Aug 2005
4-2005-007558
19 Feb 2007
Registered
20
18
25
24
21
9
Philippines JOLLIBEE 4-2000-004772
08 Jun 2000
4-2000-004772
10 Mar 2006
Registered
42
32
30
29
Jollibee Foods Corporation 2012 Amended Annual Report
56
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLIBEE 4-2000-007421
31 Aug 2000
4-2000-007421
24 Sep 2005
Registered
16
28
Philippines JOLLIBEE BREAKFAST JOYS
4-2009-006901
13 Jul 2009
4-2009-006901
24 Dec 2009
Registered
29
35
Philippines JOLLIBEE CHAMP 4-2009-006900
13 Jul 2009
4-2009-006900
12 Nov 2009
Registered
35
29
Philippines JOLLIBEE CHAMP. BIG BURGER GOODNESS LIKE NO OTHER.
4-2009-006905
13 Jul 2009
4-2009-006905
12 Nov 2009
Registered
35
Philippines JOLLIBEE CHICKEN BARBECUE DELICIOUS INSIDE AND OUT INSIDE A RECTANGULAR DEVICE
4-2010-004237
21 Apr 2010
4-2010-004237
22 Mar 2012
Registered
35
29
Jollibee Foods Corporation 2012 Amended Annual Report
57
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLIBEE CHICKEN BARBECUE DELICIOUS INSIDE AND OUT INSIDE A RECTANGULAR DEVICE (IN COLOUR)
4-2010-004233
21 Apr 2010
4-2010-004233
13 Jan 2011
Registered
29
35
Philippines JOLLIBEE CHICKEN BARBECUE INSIDE A RECTANGULAR DEVICE
4-2010-004204
20 Apr 2010
4-2010-004204
13 Jan 2011
Registered
29
35
Philippines JOLLIBEE CHICKEN BARBECUE INSIDE A RECTANGULAR DEVICE (IN COLOUR)
4-2010-004234
21 Apr 2010
4-2010-004234
28 Jan 2011
Registered
29
35
Philippines JOLLIBEE GRILLED PORK TENDERS (Word Mark)
4-2012-000614
17 Jan 2012
4-2012-000614
03 May 2012
Registered
29
Philippines JOLLIBEE IN TRAPEZOID AND BEE HEAD DEVICE
4-2011-003560
29 Mar 2011
4-2011-003560
15 Sep 2011
Registered
43
Jollibee Foods Corporation 2012 Amended Annual Report
58
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLIBEE IN TRAPEZOID AND BEE HEAD DEVICE (IN COLOR)
4-2011-003613
30 Mar 2011
4-2011-003613
27 Oct 2011
Registered
43
Philippines JOLLIBEE IN TRAPEZOID DEVICE
4-2011-003561
29 Mar 2011
4-2011-003561
04 Aug 2011
Registered
43
Philippines JOLLIBEE IN TRAPEZOID DEVICE (IN COLOR)
4-2011-003543
28 Mar 2011
4-2011-003543
27 Oct 2011
Registered
43
Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS
4-2010-005155
17 May 2010
4-2010-005155
31 Dec 2010
Registered
16
35
Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS (IN COLOUR)
4-2010-005303
20 May 2010
4-2010-005303
23 Dec 2010
Registered
16
35
Jollibee Foods Corporation 2012 Amended Annual Report
59
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS AND JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE
4-2010-005156
17 May 2010
4-2010-005156
31 Dec 2010
Registered
35
16
Philippines JOLLIBEE KIDS CLUB INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF FACES OF KIDS AND JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE (IN COLOUR)
4-2010-005302
20 May 2010
4-2010-005302
31 Dec 2010
Registered
16
35
Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE AND A SPOON ON THE RIGHT SIDE
4-2010-005153
17 May 2010
4-2010-005153
31 Dec 2010
Registered
35
16
Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE AND A SPOON ON THE RIGHT SIDE (IN COLOUR)
4-2010-005307
20 May 2010
4-2010-005307
31 Dec 2010
Registered
35
16
Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE, A SPOON ON THE RIGHT SIDE AND
4-2010-005154
17 May 2010
4-2010-005154
31 Dec 2010
Registered
16
Jollibee Foods Corporation 2012 Amended Annual Report
60
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
A JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE
35
Philippines JOLLIBEE KIDS MEAL INSIDE A CIRCLE DEVICE WITH A GRAPHIC DESIGN OF A FORK ON THE LEFT SIDE, A SPOON ON THE RIGHT SIDE AND A JOLLIBEE CHARACTER ON THE UPPER LEFT SIDE (IN COLOUR)
4-2010-005304
20 May 2010
4-2010-005304
16 Dec 2010
Registered
16
35
Philippines JOLLIBEE KIDS TV AND DEVICE WITH JOLLIBEE CHARACTER ON THE LEFT SIDE
4-2010-005151
17 May 2010
4-2010-005151
31 Dec 2010
Registered
35
16
41
Philippines JOLLIBEE KIDS TV AND DEVICE WITH JOLLIBEE CHARACTER ON THE LEFT SIDE (IN COLOUR)
4-2010-005305
20 May 2010
4-2010-005305
16 Dec 2010
Registered
16
35
41
Philippines JOLLIBEE KIDS TV INSIDE A SQUARE DEVICE
4-2010-005152
17 May 2010
4-2010-005152
31 Dec 2010
Registered
41
Jollibee Foods Corporation 2012 Amended Annual Report
61
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
35
16
Philippines JOLLIBEE KIDS TV INSIDE A SQUARE DEVICE (IN COLOUR)
4-2010-005306
20 May 2010
4-2010-005306
16 Dec 2010
Registered
35
16
41
Philippines JOLLIBEE LOGO AND DEVICE
4-2010-002055
24 Feb 2010
4-2010-002055
22 Jul 2010 Registered
43
30
29
Philippines JOLLIBEE MAAGA ANG PASKO LOGO (BLACK & WHITE)
4-2012-001250
01 Feb 2012
4-2012-001250
11 May 2012
Registered
36
Philippines JOLLIBEE MASCOT DESIGN
4-2008-007562
25 Jun 2008
4-2008-007562
23 Jul 2009 Registered
18
28
24
25
20
16
21
27
41
Jollibee Foods Corporation 2012 Amended Annual Report
62
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLIBEE MASCOT HOUSE DEVICE (IN COLOR)
4-2010-005367
20 May 2010
4-2010-005367
21 Oct 2010
Registered
25
41
18
28
16
Philippines JOLLIBEE MASCOT HOUSE DEVICE( IN BLACK & WHITE)
4-2010-005366
20 May 2010
4-2010-005366
21 Oct 2010
Registered
16
25
41
28
18
Philippines JOLLIBEE SUPER MEALS
4-2005-002450
15 Mar 2005
4-2005-002450
18 Dec 2006
Registered
43
Philippines JOLLIKIDS 4-2005-000388
13 Jan 2005
4-2005-000388
08 Jun 2006
Registered
26
16
18
25
Philippines JOLLITOWN 4-2008-005395
08 May 2008
4-2008-005395
25 Mar 2010
Registered
16
Jollibee Foods Corporation 2012 Amended Annual Report
63
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
25
24
18
20
27
28
41
Philippines Jolly Cheezy Fries 4-2005-006933
22 Jul 2005
4-2005-006933
05 Nov 2007
Registered
29
Philippines JOLLY CRISPY FRIES
4-2009-006965
14 Jul 2009
4-2009-006965
15 Apr 2010
Registered
35
Philippines JOLLY CRISPY FRIES (WORD MARK)
4-2004-006392
20 Jul 2004
4-2004-006392
09 Feb 2009
Registered
29
Philippines JOLLY CRISPY FRIES. BEST FRIENDS FRIES.
4-2009-006907
13 Jul 2009
4-2009-006907
19 Nov 2009
Registered
35
Philippines JOLLY HOTDOG 4-2009-006903
13 Jul 2009
4-2009-006903
24 Dec 2009
Registered
29
35
Jollibee Foods Corporation 2012 Amended Annual Report
64
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines JOLLY HOTDOG. SARAP ON-THE-MOVE.
4-2009-006906
13 Jul 2009
4-2009-006906
19 Nov 2009
Registered
35
Philippines JOLLY KRUNCHY TWIRL
4-2005-001998
02 Mar 2005
4-2005-001998
18 Sep 2006
Registered
30
29
Philippines JOLLY SHAKES WRITTEN IN COLORS RED AND ORANGE ENCLOSED BY A RECTANGLE SHADED IN BLUE
4-2003-001019
05 Feb 2003
4-2003-001019
20 Nov 2006
Registered
30
29
Philippines JUICYLICIOUS (WORD MARK)
4-2012-000564
16 Jan 2012
Pending 29
Philippines LANGHAP SARAP 4-2009-003033
23 Mar 2009
4-2009-003033
12 Nov 2009
Registered
29
30
Philippines MAAGA ANG PASKO (WORD MARK)
4-2012-001251
01 Feb 2012
4-2012-001251
11 May 2012
Registered
36
Jollibee Foods Corporation 2012 Amended Annual Report
65
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines POPO MASCOT DESIGN
4-2008-007564
25 Jun 2008
4-2008-007564
23 Jul 2009 Registered
18
21
24
41
20
27
16
25
28
Philippines POPO MASCOT HOUSE DEVICE (IN BLACK & WHITE)
4-2010-005364
20 May 2010
4-2010-005364
21 Oct 2010
Registered
18
16
28
25
41
Philippines POPO MASCOT HOUSE DEVICE (IN COLOR)
4-2010-005369
20 May 2010
4-2010-005369
14 Oct 2010
Registered
18
16
28
41
25
Philippines SPAGHETTIEST 4-2009-003358
31 Mar 2009
Pending 32
29
30
Jollibee Foods Corporation 2012 Amended Annual Report
66
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines SWIRLY-BITZ (STYLIZED)
4-2000-000424
20 Jan 2000
4-2000-000424
13 Nov 2003
Registered
30
32
Philippines TWIRLIE MASCOT DESIGN
4-2008-007561
25 Jun 2008
4-2008-007561
23 Jul 2009 Registered
41
24
21
27
18
25
28
16
20
Philippines TWIRLIE MASCOT HOUSE DEVICE (IN BLACK & WHITE)
4-2010-005363
20 May 2010
4-2010-005363
21 Oct 2010
Registered
25
18
41
28
16
Philippines TWIRLIE MASCOT HOUSE DEVICE (IN COLOR)
4-2010-005370
20 May 2010
4-2010-005370
14 Oct 2010
Registered
18
16
28
41
25
Jollibee Foods Corporation 2012 Amended Annual Report
67
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Philippines YUM (WORD MARK)
4-2003-008177
04 Sep 2003
4-2003-008177
11 Nov 2010
Registered
43
29
Philippines YUM MASCOT DESIGN
4-2008-007565
25 Jun 2008
4-2008-007565
23 Jul 2009 Registered
20
21
41
25
27
18
24
16
28
Philippines YUM MASCOT HOUSE DEVICE (IN BLACK & WHITE)
4-2010-005362
20 May 2010
4-2010-005362
06 Jan 2011
Registered
16
18
25
28
41
Philippines YUM MASCOT HOUSE DEVICE (IN COLOR)
4-2010-005371
20 May 2010
4-2010-005371
14 Oct 2010
Registered
18
25
28
41
16
Jollibee Foods Corporation 2012 Amended Annual Report
68
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Qatar BEE DEVICE 80980 15 Apr 2010
80980 15 Apr 2010
Registered
43
Qatar BEE HEAD DEVICE (Black & White) - MAIN
74466 30 Apr 2012
Pending 29
Qatar BEE HEAD DEVICE (Black & White) - MAIN
74467 30 Apr 2012
Pending 43
Qatar CHICKENJOY WORD MARK - MAIN
74468 30 Apr 2012
Pending 29
Qatar CHICKENJOY WORD MARK - MAIN
74469 30 Apr 2012
Pending 43
Qatar JOLLIBEE CHARACTER AND DEVICE
57954 08 Jul 2009
Pending 29
Jollibee Foods Corporation 2012 Amended Annual Report
69
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Qatar JOLLIBEE CHARACTER AND DEVICE
57955 08 Jul 2009
Pending 30
Qatar JOLLIBEE CHARACTER AND DEVICE
57956 08 Jul 2009
Pending 42
Qatar JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
14073 11 Oct 1995
14073 24 Mar 2003
Registered
29
Qatar JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
14074 11 Oct 1995
14074 24 Mar 2003
Registered
42
Qatar JOLLIBEE LOGO & DEVICE
57951 08 Jul 2009
Pending 29
Qatar JOLLIBEE LOGO & DEVICE
57952 08 Jul 2009
Pending 30
Jollibee Foods Corporation 2012 Amended Annual Report
70
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Qatar JOLLIBEE LOGO & DEVICE
57953 08 Jul 2009
Pending 42
Qatar JOLLIBEE WORD MARK - MAIN
74464 30 Apr 2012
Pending 29
Qatar JOLLIBEE WORD MARK - MAIN
74465 30 Apr 2012
Pending 43
Romania JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
13511 08 Mar 1995
29524 08 Mar 2005
Registered
29
42
Romania JOLLIBEE MASCOT DEVICE
13512 08 Mar 1995
29525 01 Jul 1999 Registered
42
Saudi Arabia
BEE HEAD DEVICE (Black & White) - MAIN
182342 21 May 2012
Pending 29
Jollibee Foods Corporation 2012 Amended Annual Report
71
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Saudi Arabia
BEE HEAD DEVICE (Black & White) - MAIN
182343 21 May 2012
Pending 43
Saudi Arabia
CHICKENJOY WORD MARK - MAIN
182346 21 May 2012
Pending 29
Saudi Arabia
CHICKENJOY WORD MARK - MAIN
182347 21 May 2012
Pending 43
Saudi Arabia
JOLLIBEE & Bee Device (word & device mark)
122600 01 Oct 2007
1038/92 21 Jan 2009
Registered
43
Saudi Arabia
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
501/26 17 Oct 1999
Registered
29
Saudi Arabia
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
501/25 17 Oct 1999
Registered
42
Saudi Arabia
JOLLIBEE MASCOT DEVICE
379/25 02 Jul 1996 Registered
42
Saudi Arabia
JOLLIBEE WORD MARK - MAIN
182344 21 May 2012
Pending 29
Jollibee Foods Corporation 2012 Amended Annual Report
72
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Saudi Arabia
JOLLIBEE WORD MARK - MAIN
182345 21 May 2012
Pending 43
Singapore BEE HEAD DEVICE (BLACK & WHITE) - MAIN
T1205981F
26 Apr 2012
Pending 29
43
Singapore CHICKENJOY WORD MARK - MAIN
T1205748A
20 Apr 2012
Pending 43
29
Singapore JOLLIBEE & DEVICE
T93/03473H
11 May 1993
T93/03473H 11 May 1993
Registered
42
Singapore JOLLIBEE & DEVICE
T93/08912E
15 Nov 1993
T93/08912E 15 Nov 1993
Registered
32
Singapore JOLLIBEE & DEVICE
T93/03471A
11 May 1993
T93/03471A 11 May 1993
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
73
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Singapore JOLLIBEE CHARACTER AND DEVICE
T0908261F
24 Jul 2009
T0908261F 24 Jul 2009 Registered
29
30
43
Singapore JOLLIBEE LOGO AND DEVICE
T0908260H
24 Jul 2009
T0908260H 24 Jul 2009 Registered
30
43
29
Singapore JOLLIBEE WORD & DEVICE
3473/93 11 May 1993
Registered
42
Singapore JOLLIBEE WORD & DEVICE
3472/93 11 May 1993
Registered
30
Singapore JOLLIBEE WORD MARK - MAIN
T1205747C
20 Apr 2012
Pending 29
43
South Africa
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
9510214 08 Aug 1995
95/10214 12 Jun 1998
Registered
29
South Africa
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
9510215 08 Aug 1995
95/10215 12 Jun 1998
Registered
42
Jollibee Foods Corporation 2012 Amended Annual Report
74
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Spain BEE HEAD DEVICE (Black & White)
3012444 05 Jan 2012
Pending 43
29
Spain CHICKENJOY WORD MARK
05 Jan 2012
3012445 21 May 2012
Registered
43
29
Spain JOLLIBEE WORD MARK
05 Jan 2012
3012443 21 May 2012
Registered
29
43
Sri Lanka JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
81591 01 Jun 1997
81591 15 Aug 2000
Registered
42
Syria JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
56344 05 Oct 1995
Registered
30
29
42
Syria JOLLIBEE MASCOT DEVICE
56345 23 Oct 1995
Registered
42
29
30
Thailand JOLLIBEE & THREE BEE DEVICE (JOLLIBEE MASCOT)
284093 19 Apr 1995
BOR4134 19 Apr 1995
Registered
43
43
Jollibee Foods Corporation 2012 Amended Annual Report
75
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Thailand JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
284091 19 Apr 1995
KOR41802 19 Apr 1995
Registered
29
29
Thailand JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
284092 19 Apr 1995
BOR4135 19 Apr 1995
Registered
43
43
United Arab Emirates
BEE HEAD DEVICE (BLACK & WHITE) - MAIN
173869 20 May 2012
Pending 29
United Arab Emirates
BEE HEAD DEVICE (Black & White) - MAIN
173870 20 May 2012
Pending 43
United Arab Emirates
CHICKENJOY WORD MARK - MAIN
173871 20 May 2012
Pending 29
United Arab Emirates
CHICKENJOY WORD MARK - MAIN
173872 20 May 2012
Pending 43
United Arab Emirates
JOLLIBEE CHARACTER & DEVICE
126847 10 Mar 2009
126847 23 Aug 2012
Registered
43
Jollibee Foods Corporation 2012 Amended Annual Report
76
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United Arab Emirates
JOLLIBEE CHARACTER AND DEVICE
126844 10 Mar 2009
126844 23 Aug 2012
Registered
29
United Arab Emirates
JOLLIBEE CHARACTER AND DEVICE
126845 10 Mar 2009
126845 23 Aug 2012
Registered
30
United Arab Emirates
JOLLIBEE CHARACTER AND DEVICE
126846 10 Mar 2009
126846 23 Aug 2012
Registered
32
United Arab Emirates
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
16343 27 May 1996
15560 27 May 1998
Registered
42
United Arab Emirates
JOLLIBEE GREAT BURGERS GREAT CHICKEN & DEVICE
16344 27 May 1996
15559 27 May 1998
Registered
29
Jollibee Foods Corporation 2012 Amended Annual Report
77
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United Arab Emirates
JOLLIBEE LOGO & DEVICE
126840 10 Mar 2009
Registered
29
United Arab Emirates
JOLLIBEE LOGO & DEVICE
126842 10 Mar 2009
126842 23 Aug 2012
Registered
32
United Arab Emirates
JOLLIBEE LOGO & DEVICE
126841 10 Mar 2009
126841 23 Aug 2012
Registered
30
United Arab Emirates
JOLLIBEE LOGO & DEVICE
126843 10 Mar 2009
126843 23 Aug 2012
Registered
43
United Arab Emirates
JOLLIBEE MASCOT DEVICE
16345 27 May 1996
14694 25 Apr 1998
Registered
42
Jollibee Foods Corporation 2012 Amended Annual Report
78
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United Arab Emirates
JOLLIBEE WORD MARK - MAIN
173867 20 May 2012
Pending 29
United Arab Emirates
JOLLIBEE WORD MARK - MAIN
173868 20 May 2012
Pending 43
United Kingdom
Jollibee (Stylised) & Device
2572105 14 Feb 2011
2572105 14 Feb 2011
Registered
43
United States of America
AMAZING ALOHA 78/773483
14 Dec 2005
3399726 18 Mar 2008
Registered
29
United States of America
BEE HAPPY 76/355920
07 Jan 2002
2,830,503 06 Apr 2004
Registered
43
United States of America
BEE HEAD DEVICE (Black & White)
85/513900
11 Jan 2012
Pending 43
29
United States of America
CHICKENJOY 78/773490
14 Dec 2005
3949145 19 Apr 2011
Registered
29
United States of America
CHICKENJOY 85/524814
25 Jan 2012
Pending 43
Jollibee Foods Corporation 2012 Amended Annual Report
79
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United States of America
CHOWKING 74294980
17 Jul 1992
1758539 16 Mar 1993
Registered
42
United States of America
HEAVYWEIGHT YUMBURGER
78/773517
14 Dec 2005
3349865 04 Dec 2007
Registered
30
United States of America
JOLLIBEE 78/683906
02 Aug 2005
3196017 09 Jan 2007
Registered
43
United States of America
JOLLIBEE 78/546427
12 Jan 2005
3152057 03 Oct 2006
Registered
43
United States of America
JOLLIBEE & DESIGN
74/409992 24 Jun 1997
Registered
30
32
42
29
United States of America
JOLLIBEE & DESIGN
2074116 24 Jun 1997
Registered
29
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80
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United States of America
JOLLIBEE & DEVICE
74/409992
07 Jul 1993
2074116 24 Jun 1997
Registered
29
42
30
32
United States of America
JOLLIBEE BURGER STEAK
78/773477
14 Dec 2005
3562559 13 Jan 2009
Registered
29
United States of America
JOLLIBEE WORD MARK
85/524886
25 Jan 2012
Pending 29
United States of America
JOLLY SPAGHETTI
78/773476
14 Dec 2005
3374063 22 Jan 2008
Registered
29
United States of America
PALABOK FIESTA 78/773470
14 Dec 2005
3393101 04 Mar 2008
Registered
29
United States of America
YUM 78-773,415
14 Dec 2005
3,363,459 01 Jan 2008
Registered
30
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
United States of America
YUMBURGER 78/773383
14 Dec 2005
3349864 04 Dec 2007
Registered
30
Vietnam BEE HEAD DEVICE (BLACK & WHITE) - MAIN
4201208039
24 Apr 2012
Pending 29
43
43
29
Vietnam CHICKENJOY WORD MARK - MAIN
4201208038
24 Apr 2012
Pending 29
29
43
43
Vietnam JOLLIBEE 4200502046
25 Feb 2005
89304 20 Sep 2007
Registered
43
43
Vietnam JOLLIBEE and Device
4-1993-13733
04 Jun 1993
11429 02 Apr 1994
Registered
29
42
30
32
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Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
Vietnam JOLLIBEE MASCOT
4200825172
25 Nov 2008
153633 28 Oct 2010
Registered
29
43
43
29
Vietnam JOLLIBEE MASCOT DEVICE
4-1995-22456
08 Apr 1995
18932 08 Apr 1995
Registered
42
42
Vietnam JOLLIBEE MASCOT DEVICE
4-1995-22974
18 May 1995
19997 10 Feb 1996
Registered
29
29
Vietnam JOLLIBEE STACKED LOGO
4-2008-25170
25 Nov 2008
153631 28 Oct 2010
Registered
43
29
43
29
Vietnam JOLLIBEE WORD MARK - MAIN
4201208037
24 Apr 2012
Pending 29
29
43
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83
Country Trademark TM Logo Appli- cation
No
Appli- cation Date
Registration No
Registra- tion Date
Status Class/es
43
Vietnam PEEKING BEE 4200825171
25 Nov 2008
153632 28 Oct 2010
Registered
29
29
43
43
The Company’s subsidiaries have likewise procured the relevant trademark registrations for their respective brands. 2. PROPERTIES The Company’s properties are, primarily, its company-owned Jollibee stores which are located either on Company-owned premises or on land or buildings leased by the Company from third parties under land or building lease agreements. In terms of store area, the largest Company-owned Jollibee stores are the following:
STORE LOCATION Site Owner TYPE OF LEASE
FTI Sunshine Mall Shoppers Paradise FTI Corporation Building lease Tanay Uptown Fidel Melendres Building lease Ortigas Roosevelt Alben Holdings Corp. Land lease C5 Libis Grandworth Resources Corp. Land lease SM Mall of Asia SM Prime Holdings Building lease TriNoma Ayala Land Inc. Building lease E. Rodriguez Linkage Real Estate & Management
Corp. Land lease
Shell SLEX Pilipinas Shell Petroleum Corp. Land lease 1)Northbound Pilipinas Shell Petroleum Corp. Land lease 2)Southbound Pilipinas Shell Petroleum Corp. Land lease Ever Ortigas Building lease Robinsons Luisita (former Lessor Luisita Tarlac)
Robinsons Land Corp. (former Lessor Luisita Realty Corp.)
Land lease
Paseo de Sta. Rosa Greenfield Dev’t. Corp. Building lease Lucena Grand Central Lucena Grand Central Terminal
Inc. Building lease
Zamboanga Camins Grandworth Resources Corp. Building lease Naga 24k Property Ventures Inc. Building lease La Union SFE Leonardo Sia Building lease
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STORE LOCATION Site Owner TYPE OF LEASE
Makro Cainta Cash & Carry Makro Philippines Inc.
Land lease
Dolores Junction Jolly Palate Foods Corp. Land lease Pioneer United Mr. & Mrs. Benito Valencia Land lease Zamboanga Veterans Annabelle Santos Adriano Land lease Katipunan V.M. Belizario & Sons Dev’t. Corp. Land lease
The Company houses its main office in the Jollibee Plaza located in Emerald Avenue, Ortigas Center, Pasig City (where it occupies an area totaling approximately 10,104.35 square meters) and in the Jollibee Center located in San Miguel Avenue (where it occupies an area totaling approximately 3,089.50 square meters). It also leases additional office spaces in the Jollibee Plaza, Jollibee Center, and the Karina, Jjaciss and Sheridan buildings. The 10-hectare property occupied by ZFC in Calamba, Laguna is owned by the Company, while the 7,719-square meter property occupied by ZFC in Mandaue City is owned by Freemont Foods Corporation. Additionally and as stated previously, the Company opened a new warehousing and distribution center in Brgy. Marcelo Green Village, Paranaque City. All of the properties owned by the Company are free of liens and encumbrances. 3. LEGAL PROCEEDINGS For purposes of this discussion, a legal proceeding is deemed “material” if the claim involved amounts to at least PhP5,000,000.00. Following are the material pending legal proceedings to which the Company is a party as of December 31, 2011:
SPS. ESCAT, ET AL., VS. JOLLIBEE FOODS CORP., ET AL. Civil Case No. Q-93-17683 Regional Trial Court, Branch 85, Quezon City
This is a claim for damages amounting to PhP5.3 Million arising from various illnesses allegedly suffered by the children of the plaintiffs after dining at the Jollibee Crossroads Arcade, a franchised store owned and operated by Great Foods Corp. The Company has presented its evidence, and is awaiting the completion of presentation of evidence of other parties.
L.O.L. FOOD VENTURES CORP. VS. JOLLIBEE FOODS CORP., ET AL. Civil Case No. 02-105339 Regional Trial Court, Branch 37, Manila LOL Food Ventures Corporation, MALL Food Ventures Corporation (“MALL”) and Royal Garden Restaurant, Inc. (“Royal Garden”) are sub-lessees of the Company. The Company, on the other hand, is the lessee of LOL Realty Corporation. While the Company is the sub-lessor of LOL Food Ventures, MALL and Royal Garden, these sub-lessees remit their rent directly to LOL Realty Corporation, the principal lessor.
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LOL Food Ventures filed this case seeking reimbursement from MALL and Royal Garden for the leased premises’ common area expenses that LOL Food Ventures allegedly advanced since 1999 on behalf of MALL and Royal Garden in the amount of PhP3,394,482.24 for Royal Garden and PhP2,740,311.57 for MALL. LOL Food Ventures impleaded the Company as a party defendant and holds the Company liable for the total amount of PhP6,134,793.81 in view of the Company’s role as the sub-lessor of the leased premises and therefore, according to LOL Food Ventures Corporation, responsible for collecting the common area expenses from MALL and Royal Garden. On 7 March 2002, the Company filed its “Answer With Counterclaim and Cross-claim” maintaining that the common area expenses pertain to the operation of the common area as a food court and include the following items: electric and water utility charges, security services, janitorial services and other related food court operating expenses. While the Company is the sub-lessor of the plaintiff, MALL and Royal Garden, the Company never agreed to act as the operator of the food court (the common area) charged with collecting the expenses connected with its day-to-day operation. The parties are still presenting their evidence.
SUSAN SONGCO, ET AL., VS. JOLLIBEE FOODS CORPORATION, ET AL. Civil Case No. 71725 Regional Trial Court, Branch 71, Pasig City Plaintiffs are the lessors of a parcel of land leased to the Company. The property is further sub-leased to Company’s franchisee, Messrs. Jesus Nicdao and Marco Narciso of Line One Foods Corporation. Lessor claims that the lease was entered into allegedly on the condition that the Company shall construct thereon a two-storey building which shall be turned over to the plaintiffs at the end of the lease term. This claim is based on the undertaking of one of the franchisees to construct such property. In their Complaint, plaintiffs pray for the following: PhP5,000,000.00 as penalty for the alleged failure to construct the two-storey building; PhP1,500,000.00 as actual damages; PhP1,000,000.00 as moral damages; PhP250,000.00 as exemplary damages; attorney’s fees and costs of suit. In the Company’s Answer, it stated, among others that the lease contract executed by plaintiffs and Company did not contain such condition or undertaking. On 7 December 2011, the parties agreed to amicably settle the case and executed a "Compromise Agreement" wherein defendants Line One Food Corporation, Jesus S. Nicdao and Narciso Marco dela Fuente acknowledged their obligation to the plaintiffs in the amount of P3,000,000.00. On August 2, 2012, the Court granted the “Motion for Judgment Based on Compromise Agreement.” 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote by security holders of the Company during the fourth quarter of the fiscal year covered by this Report.
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PART II. OPERATIONAL AND FINANCIAL INFORMATION 5. MARKET FOR ISSUER’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(A) Market Price of and Dividends on Registrant’s Common Equity, and Related Stockholder Matters
(1) Market Information
Shares traded at the Philippine Stock Exchange 2012 2011
High Low High Low 1st Quarter 119.50 89.20 90.00 68.05 2nd Quarter 118.00 100.00 98.50 83.00 3rd Quarter 107.90 94.00 92.00 81.95 4th Quarter 109.80 99.70 95.00 82.00 Source: Philippine Stock Exchange
The high and low daily closing prices for the first quarter of 2013 are PhP129.50 and PhP104.20 respectively.
(2) Holders
There are approximately 3,325 holders as of December 31, 2012. The Company’s top 20 shareholders as of this date are:
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Number of Direct % of Ownership& Indirect Shares* Issued & Outstanding**
1 PCD Nominee Corporation (Non-Filipino) 305,311,830 29.21%2 Hyper Dynamic Corporation 273,218,750 26.14%3 Honeysea Corporation 127,743,747 12.22%4 PCD Nominee Corporation (Filipino) 73,113,730 6.99%5 Winall Holding Corporation 54,140,736 5.18%6 Honeyworth Corporation 43,500,943 4.16%7 Kingsworth Corporation 29,168,935 2.79%8 Centregold Corporation 27,430,964 2.62%9 Gemma Tanbuntiong 21,910,601 2.10%
10 Venice Corporation 18,920,382 1.81%11 A-Star Holding Corporation 16,920,393 1.62%12 Tony Tan Caktiong 15,279,203 1.46%13 Azucena T. King 10,491,199 1.00%14 Longshore Corporation 8,260,184 0.79%15 William Tan Untiong 6,887,389 0.66%16 Ernesto Tanmantiong 4,635,970 0.44%17 Sysmart Corporation 2,703,014 0.26%18 Paul Rosenberg 1,944,340 0.19%19 Great Pacific Life Assurance Corp. 925,000 0.09%20 Susana Tanmantiong 698,857 0.07%
Total 1,043,206,167 99.79%Others 2,196,755 0.21%
Total Issued and Outstanding 1,061,850,262 Treasury Shares ( per SEC 11-C) 16,447,340 1.57%Total Issued and Outstanding* 1,045,402,922 100.00%*(net of Treasury Shares)
Source: JFC Masterlist submitted by RCBC.
(3) Dividends Below are the cash dividend declarations of the Company for the years 2010, 2011 and 2012:
Cash Dividend
Declaration Date Ex-Date Record Date Payment Date
PhP1.43 April 12, 2010 May 04, 2010 May 07, 2010 June 03, 2010 Php0.82 November 10, 2010 November 22, 2010 November 25, 2010 December 21, 2010 PhP0.50 April 13, 2011 May 2, 2011 May 5, 2011 May 31, 2011 PhP0.57 November 4, 2011 November 17, 2011 November 22, 2011 December 16, 2011 PhP0.58 April 12, 2012 May 4, 2012 May 9, 2012 May 31, 2012 PhP0.62 November 12, 2012 November 27, 2012 December 3, 2012 December 19, 2012 PhP1.00 (Special Cash Dividend)
November 12, 2012 November 27, 2012 December 3, 2012 December 19, 2012
(4) Recent Sales of Unregistered Securities There are no recent sales of unregistered securities.
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Senior Management Stock Option and Incentive Plan On December 17, 2002, the SEC approved the exemption requested by the Jollibee Group on the registration requirements of the 101,500,000 options underlying the Parent Company’s common shares to be issued pursuant to the Jollibee Group’s Senior Management Stock Option and Incentive Plan (the Plan). The Plan covers selected key members of management of the Jollibee Group, certain subsidiaries and designated affiliated entities.
The Plan is divided into two programs, namely, the Management Stock Option Program (MSOP) and the Executive Long-term Incentive Program (ELTIP). The MSOP provides a yearly stock option grant program based on company and individual performance while the ELTIP provides stock ownership as an incentive to reinforce entrepreneurial and long-term ownership behavior of executive participants.
MSOP. The MSOP is a yearly stock option grant program open to members of the corporate management committee of the Jollibee Group and members of the management committee, key talents and designated consultants of some of the business units.
Each MSOP cycle refers to the period commencing on the MSOP grant date and ending on the last day of the MSOP exercise period. Vesting is conditional on the employment of the employee-participants to the Jollibee Group within the vesting period. The options will vest at the rate of one-third of the total options granted on each anniversary of the MSOP grant date until the third anniversary.
The exercise price of the stock options is determined by the Jollibee Group with reference to prevailing market prices over the three months immediately preceding the date of grant for the 1st up to the 7th MSOP cycle. Starting with the 8th MSOP cycle, the exercise price of the option is determined by the Jollibee Group with reference to the market closing price as at date of grant.
The contractual term of each option is seven years. The Jollibee Group does not pay cash as a form of settlement.
On July 1, 2004, the Compensation Committee of the Jollibee Group granted 2,385,000 options under the 1st MSOP cycle to eligible participants. The options will vest at the rate of one-third of the total options granted on each anniversary date which will start after a year from the MSOP grant date. One-third of the options granted, or 795,000 options, vested and may be exercised starting July 1, 2005 will expired on June 30, 2012. On July 1, 2005 to 2012, the Compensation Committee granted series of MSOP grants under the 2nd to 9th MSOP cycle to eligible participants. The options vest similar to the 1st MSOP cycle.
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The movements in the number of stock options outstanding and related weighted average exercise prices (WAEP) are as follows:
2012 2011 2010
Number of
Options WAEP Number of
Options WAEP Number of
Options WAEP Total options granted
as at end of year 29,808,694 P=53.07 26,790,664 P=46.89 23,273,694 P=40.39
Outstanding at beginning of year 17,505,395 P=52.39 15,904,997 P=43.46 15,911,282 P=39.43
Options granted during the year 3,018,030 107.9 3,516,970 89.90 3,172,744 57.77
Options exercised during the year (3,375,915) 41.8 (1,507,813) 43.07 (2,730,984) 36.78
Options forfeited during the year (359,454) 80.52 (408,759) 62.03 (448,045) 42.36
Outstanding at end of year 16,788,056 P=63.90 17,505,395 P=52.39 15,904,997 P=43.46
Exercisable at end of year 10,367,798 P=45.83 10,424,829 P=40.10 8,234,603 P=37.86
The average share price is P=103.41, P=85.48 and P=71.74 in 2012, 2011 and 2010, respectively. The weighted average remaining contractual life for the stock options outstanding as of December 31, 2012, 2011 and 2010 is 4.66 years, 4.88 years and 5.31 years, respectively.
The weighted average fair value of stock options granted in 2012, 2011 and 2010 is P=23.43, P=23.67 and P=22.77, respectively. The fair value of share options as at the date of grant is estimated using the Black-Scholes Option Pricing Model, taking into account, the terms and conditions upon which the options were granted. The option style used for this plan is the American style because this option plan allows exercise before the maturity date. The inputs to the model used for the options granted on the dates of grant for each MSOP cycle are shown below:
MSOP Cycle
Year of Grant
Dividend Yield
Expected Volatility
Risk-free InteRate
Expected Life of
the Option
Stock Price on Grant
Date Exercise
Price 1st 2004 1.72% 36.91% 6.20 5-7 years P=24.00 P=20.00 2nd 2005 1.72% 36.91% 6.20 5-7 years 29.00 27.50 3rd 2006 1.72% 36.91% 6.20 5-7 years 35.00 32.32 4th 2007 1.70% 28.06% 6.41 3-4 years 52.50 50.77 5th 2008 1.80% 26.79% 8.38 3-4 years 34.00 39.85 6th 2009 2.00% 30.37% 5.28 3-4 years 48.00 45.45 7th 2010 2.00% 29.72% 5.25 3-4 years 70.00 57.77 8th 2011 2.00% 34.53% 4.18 3-4 years 89.90 89.90 9th 2012 2.00% 28.72% 3.50 3-4 years 107.90 107.90
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The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome. ELTIP. The ELTIP entitlement is given to members of the corporate management committee.
Each ELTIP cycle refers to the period commencing on the ELTIP entitlement date and ending on the last day of the ELTIP exercise period. Actual grant and vesting is conditional upon achievement of the Jollibee Group’s minimum medium to long-term goals and individual targets in a given period, and the employment of the employee-participants to the Jollibee Group within the vesting period. If the goals are achieved, the options will be granted. Starting with the 3rd ELTIP cycle, a percentage of the options to be granted are based on the percentage of growth in annual earnings per share such that 100%, 50% or 25% of the options granted when percentage of growth in annual earnings per share are 12% and above, 10% to less than 12% or 8% to less than 10%, respectively.
The exercise price of the stock options is determined by the Jollibee Group with reference to prevailing market prices over the three months immediately preceding the date of entitlement.
The contractual term of each option is five years. The Jollibee Group does not pay cash as a form of settlement. Starting with the 3rd ELTIP cycle, the exercise price of the option is determined by the Jollibee Group with reference to the closing market price as of the date of grant.
On July 1, 2004, the Compensation Committee gave an entitlement of 22,750,000 options under the 1st ELTIP cycle to eligible participants. The options will vest at the rate of one-third of the total options granted from the start of the grant date and on each anniversary of the ELTIP grant date. One-third of the options granted, or 7,583,333 options, vested and may be exercised starting July 1, 2007 and will expire on June 30, 2012. On July 1, 2008 and October 19, 2012, a total entitlement of 20,399,999 and 23,600,000 options was given to eligible participants under the 2nd and 3rd ELTIP cycle, respectively.
The movements in the number of stock options outstanding for the 2nd and 3rd ELTIP cycles and related WAEP for the years ended December 31, 2012, 2011 and 2010 follow:
2012 2011 2010
Number of
Options WAEP Number of
Options WAEP Number of
Options WAEP Total options given
as of end of year 66,499,999 P=55.94 43,149,999 P=29.38 42,399,999 P=29.20
Outstanding at beginning of year 27,674,569 P=32.52 30,661,735 P=32.72 33,387,498 P=31.53
Options granted during the year 23,600,000 105.00 750,000 39.85 250,000 39.85
Options exercised during the year (12,962,905) 24.19 (787,166) 20.00 (2,975,763) 20.00
Options forfeited during the year (499,999) 39.85 (2,950,000) 39.85 – –
Outstanding at end of 37,811,665 P=80.51 27,674,569 P=32.52 30,661,735 P=32.72
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year
Exercisable at end of year 7,411,665 P=39.85 10,224,570 P=20.00 11,011,736 P=20.00
The weighted average remaining contractual life for the stock options outstanding as of 2012, 2011 and 2010 is 5.68 years, 3.02 years and 3.74 years, respectively. The fair value of stock options granted is P=23.43 and P=7.26 in 2012 and 2011, respectively. The fair value of share options as at the date of grant is estimated using the Black-Scholes Option Pricing Model, taking into account the terms and conditions upon which the options were granted. The option style used for this plan is the American style because this option plan allows exercise before the maturity date. The inputs to the model used for the options granted on the dates of grant for each ELTIP cycle are shown below:
ELTIP Cycle
Yearof Grant
Dividend yield
Expected volatility
Risk-free interest rate
Expected life of
the option
Stock price on grant
date Exercise
price 1st 2004 1.72% 36.91% 6.20% 5 years P=24.00 P=20.002nd 2008 1.80% 26.79% 8.38% 3-4 years 34.00 39.853rd 2012 2.00% 28.74% 3.60% 3-4 years 105.00 105.00
The expected life of the stock options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
The cost of the stock options expense charged to operations under “General and administrative expenses” account amounted to P=77.0 million, P=73.6 million and P=65.7 million in 2012, 2011 and 2010, respectively.7
External Audit Fees
Audit and Audit-Related Fees: For the 2012 audit, the aggregate fees for professional services rendered by the external auditors is approximately PhP18.5 Million, broken down as follows: approximately PhP8.0 Million for international operations and PhP10.5 Million for Jollibee and local subsidiaries. For the 2011 audit, the aggregate fees for professional services rendered by the external auditors is approximately PhP17.1 Million, broken down as follows: approximately PhP7.5 Million for international operations and PhP9.6 Million for Jollibee and local subsidiaries. Tax Fees: In 2012 and 2011, fees for professional services rendered by the external auditors for tax accounting, compliance, advise and other tax services are included in the external audit fees. Other Fees: There are no other fees billed for 2012 and 2011 professional services rendered by external auditors other than those mentioned above.
7 See Note 26 of the Audited Financial Statements.
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The proposal of external auditors for professional services was submitted to, and reviewed by, the Audit Committee which, in turn, is endorsed to the Board of Directors for approval.
6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2012 The following Management Discussion and Analysis should be read in conjunction with the submitted Audited Consolidated Financial Statements for the years ended December 31 2012 and 2011.
Results of Operations Revenues and System Wide Sales (Amounts in Php Millions)
2012 2011 Amount PctSystem Wide Sales 92,271.2 82,170.1 10,101.1 12.3%
Revenues 71,059.0 62,554.9 8,504.1 13.6%
Years Ended December 31 Change
System Wide Sales, a measure of all sales to consumers, both from company-owned and franchised stores grew by 12.3% in 2012 compared to 2011 driven by new store additions, acquisitions and continued strong same base sales in the Philippines, United States, Southeast Asia and the Middle East. The Philippine business reported a 10.3% growth in systemwide sales while the foreign business grew by 21.7% with the China business growing by 27.1%, Southeast Asia and the Middle East business by 23.8% and the US business by 9.2%. Revenues, which pertain to sales of company-owned stores, commissary sales to franchised stores, franchised fees and royalty fees grew by 13.6% in the entire year due to store network expansion and strong same base sales. The Jollibee Group ended 2012 with 2,628 stores, 6.4% higher than a year ago. The Jollibee Group opened a total of 223 stores in 2012 worldwide: 135 in the Philippines and 88 overseas. It closed a total of 102 stores worldwide. The following table shows the total number of company-owned and franchised stores as at December 31, 2012 and 2011:
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2012 2011 % Growth% Growth ex‐acquisitions*
Domestic Company 863 818 5.5% 5.5%Franchised 1,211 1,183 2.4% 2.4%Total 2,074 2,001 3.6% 3.6%
Foreign Company 497 419 18.6% 8.4%Franchised 57 49 16.3% 16.3%Total 554 468 18.4% 9.2%
Worldwide Company 1,360 1,237 9.9% 6.5%Franchised 1,268 1,232 2.9% 2.9%Total 2,628 2,469 6.4% 4.7%
*Excludes San Pin Wang (40) and Chowfun (3) Cost of Sales Consolidated cost of sales increased by 13.7% or P7,030.7 million to P58,434.0 million. The following table summarizes the breakdown of the Jollibee Group’s cost of sales for the years ended December 31 and the percentage of each cost item to total revenues:
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Cost of inventories 33,898.2 29,809.1 4,089.1 13.7% 47.7% 47.7%Personnel costs:
Salaries, wages and benefits 7,772.0 6,896.7 875.2 12.7% 10.9% 11.0%Pension expense 56.5 82.5 (26.1) -31.6% 0.1% 0.1%
Rent 5,499.5 4,830.6 668.8 13.8% 7.7% 7.7%Electricity and water 3,245.1 2,738.8 506.3 18.5% 4.6% 4.4%Depreciation and amortization 2,477.4 2,188.1 289.3 13.2% 3.5% 3.5%Supplies 1,712.1 1,438.8 273.3 19.0% 2.4% 2.3%Contracted services and professional fees 1,237.4 1,034.8 202.7 19.6% 1.7% 1.7%Repairs and maintenance 666.2 605.9 60.3 10.0% 0.9% 1.0%Security and janitorial 294.7 295.1 (0.4) -0.1% 0.4% 0.5%Communication 119.5 109.8 9.7 8.8% 0.2% 0.2%Entertainment, amusement and recreational expenses (EAR) 31.0 27.2 3.8 13.8% 0.0% 0.0%Others 1,424.4 1,345.9 78.6 5.8% 2.0% 2.2%COST OF SALES 58,434.0 51,403.3 7,030.7 13.7% 82.2% 82.2%
Years Ended December 31 Change Pct to Rev
- The increase in cost of sales was largely due to higher cost of inventories resulting from
increase in sales volume due to increase in company-owned store network and the impact of consolidating new businesses such as Jollibee Foods Processing (JFP) and San Pin Wang, both in the People's Republic of China, Chowking in the United States of America, Burger King and the new logistic center in the Philippines.
- The store network expansion and new businesses also drove the increase in salaries and
wages, rent, electricity and water, depreciation, supplies, contracted services and professional fees, repairs and maintenance, communication and EAR.
- Pension expense decreased as a result of the actuarial valuation done in 2012.
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- Cost of sales - others increased mainly due to higher expenses related to the Jollibee Group’s
SEEDs (or Skills Enhancement and Educational Development for Students) program and increase in expenses pertaining to the delivery services.
Gross Profit Consolidated gross profit for 2012 increased by 13.2% or P1,473.5 million to P12.625.0 million, from P11,151.6 million in 2011. Gross profit margin for the year was maintained at 17.8%. Expenses Consolidated expenses increased by 14.2% or P1,029.1 million to P8,278.5 million. The following table summarizes the breakdown of the Jollibee Group’s expenses for the years ended December 31 and the percentage of each expense item to the total revenues:
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Personnel costs:Salaries, wages and benefits 3,104.7 2,828.7 276.0 9.8% 4.4% 4.5%Pension expense 44.4 74.8 (30.4) -40.6% 0.1% 0.1%Stock option expense 77.0 73.6 3.4 4.6% 0.1% 0.1%
Taxes and licenses 793.1 723.0 70.2 9.7% 1.1% 1.2%Rent 396.4 301.1 95.2 31.6% 0.6% 0.5%Transportation and travel 299.9 301.1 (1.2) -0.4% 0.4% 0.5%Professional fees 268.4 278.3 (9.9) -3.6% 0.4% 0.4%Depreciation and amortization 228.2 213.5 14.7 6.9% 0.3% 0.3%Provisions 140.1 39.7 100.3 252.5% 0.2% 0.1%Entertainment, amusement and recreational expenses 105.4 109.2 (3.8) -3.5% 0.1% 0.2%Communication 87.8 80.0 7.8 9.7% 0.1% 0.1%Training 71.3 40.3 31.0 76.7% 0.1% 0.1%Donation 68.2 37.1 31.1 83.7% 0.1% 0.1%Supplies 59.4 60.6 (1.2) -2.0% 0.1% 0.1%Electricity and water 58.7 57.1 1.5 2.7% 0.1% 0.1%Contracted Services 49.9 51.8 (1.8) -3.6% 0.1% 0.1%Repairs and maintenance 43.8 49.1 (5.4) -10.9% 0.1% 0.1%Security and janitorial 22.2 26.2 (4.0) -15.4% 0.0% 0.0%Insurance 10.3 15.4 (5.1) -33.1% 0.0% 0.0%Corporate events and others 979.6 578.6 401.1 69.3% 1.4% 0.9%Total General and Administrative Expenses 6,908.8 5,939.3 969.5 16.3% 9.7% 9.5%Advertising and promotions 1,369.7 1,310.1 59.6 4.5% 1.9% 2.1%
8,278.5 7,249.4 1,029.1 14.2% 11.7% 11.6%
Years Ended December 31 Change Pct to Rev
- Salaries and wages increased primarily due to performance-related increases in basic pay,
employee promotions, upgrades in employee benefits and additional accrual for stock option expense. The increase also reflected the impact of the consolidation of the new businesses. Pension expense decreased as a result of the actuarial valuation done in 2012.
- Taxes and licenses increased due to higher business-related taxes and license fees resulting from higher revenues.
- The increase in rent was driven by the China business, primarily Yonghe King due to its transfer in October 2011 to a new warehouse with higher rental fees.
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- Provisions increased due to impairment in value of receivables of P86.4 million, property, plant and equipment of P29.5 million, investment property of P21.2 million and security and other deposits of P3.0 million .
- The increase in communication was driven by JFC's domestic business arising from more
frequent coordination via domestic long distance and overseas calls from the head office to local and foreign stores and vice versa.
- The increase in contracted services was driven by the new logistics center in the Philippines. - The increase in training expenses was driven by increased external trainings of the domestic
business, particularly Jollibee and Fresh N' Famous, partially offset by the decline in the foreign business’ training expenses.
- The increase in donation pertained to donations made to the Mind Museum, the Jollibee
Foundation and other sponsorships made in the first half of 2012. - Corporate events and other expenses increased due to write-off of fixed and other assets
arising from store closures particularly in the United States and the People's Republic of China.
The increase in the above expenses was partially offset by lower rent expense, supplies, insurance, securities and janitorial expenses, professional fees and repairs and maintenance mainly due to reclassification to other accounts. - Rent expenses of the new logistics center, booked under operating expenses in 2011 was
reclassified to cost of sales in 2012. - Car plan insurance, booked as insurance expense in 2011 was reclassified to employee-
related expenses in 2012. - Professional fees likewise decreased due to the reclassification of services pertaining to the
new logistics center to contracted services. Security and janitorial was also reclassified to contracted services. These explain the increase in contracted services.
- Repairs and maintenance declined due to lower warehouse repairs and maintenance expenses
in 2012 compared to 2011. Operating Income Consolidated operating income for 2012 increased by 11.4% or P444.4 million to P4,346.5 million driven by strong revenue growth, partially offset by higher store and manufacturing costs and higher general and administrative expenses. Operating income margin for 2012 was 0.1% point lower at 6.1% compared to 6.2% in 2011 due to decline in gross profit margin. Finance Charges
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(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Interest income 270.1 179.8 90.4 50.3% 1.8% 1.9%Interest expense (206.0) (291.3) 85.3 -29.3% -0.2% -0.1%
64.1 (111.6) 175.7 -157.4% 1.6% 1.8%
Years Ended December 31 Change Pct to Rev
The increase in interest income was primarily due to higher interest income from short-term deposits and loans and advances to JFC's co-venturer. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. The decrease in interest expense was primarily due to lower bank loans in 2012 compared to 2011. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. Equity in Net Earnings (Losses) of Joint Ventures and Associate
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Equity in net earnings (losses) of joint ventures and associate (51.0) 0.3 (51.3) -17100.0% 1.8% 1.9%
Years Ended December 31 Change Pct to Rev
Equity in net losses of joint ventures pertain to JFC’s share in the 2012 net losses of SuperFoods Group and Coffeetap Corporation and net earnings of Entrek, the company that operates Jollibee stores in Brunei. Other Income Other income for 2012 was lower compared to 2011 due to the following:
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Write-off of other liabilities 292.1 409.6 (117.5) -28.7% 0.4% 0.7%Rebates and suppliers' incentives 76.1 103.5 (27.4) -26.5% 0.1% 0.2%Charges to franchisees 43.9 34.7 9.2 26.5% 0.1% 0.1%Pre-termination of operating leases 43.8 11.3 32.5 287.3% 0.1% 0.0%Foreign exchange gain (loss) (25.4) (63.6) 38.2 -60.1% 0.0% -0.1%Penalities and charges 16.1 16.1 (0.0) -0.2% 0.0% 0.0%Insurance claims 12.2 16.6 (4.4) -26.7% 0.0% 0.0%Other rentals 7.0 9.9 (2.9) -29.5% 0.0% 0.0%Miscellaneous income 37.8 28.7 9.1 31.7% 0.1% 0.0%
503.5 566.8 (63.3) -11.2% 0.7% 0.9%
Years Ended December 31 Change Pct to Rev
Income Taxes
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Current 1,277.2 1,187.6 89.6 7.5% 1.8% 1.9%Deferred (127.0) (83.7) (43.3) 51.8% -0.2% -0.1%
1,150.1 1,103.9 46.2 4.2% 1.6% 1.8%
Years Ended December 31 Change Pct to Rev
Provision for income tax for 2012 increased compared to 2011 due to higher operating income partially offset by higher deferred income tax resulting from NOLCO of PRC-based entities. The resulting effective tax rate for 2012 was 23.6%, lower compared to the 25.3% effective tax rate for 2011. See Note 24 of the accompanying Audited Consolidated Financial Statements for details.
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Net Income Consolidated net income for 2012 was P3,713.1 million, 14.1% higher than last year’s consolidated net income of P3,253.8 million. Net income margin (net income as a percent of revenues) was maintained at 5.2%. Net Income Attributable to the Equity Holders of the Parent Company was P3,728.2 million, 15.4% higher than last year while Earnings per Share amounted to P3.578, 14.0% higher year-on-year. Financial Condition The Jollibee Group’s consolidated total assets as of December 31, 2012 stood at P41,990.8 million, 8.0% higher than the P38,881.7 million balance at end of 2011. The following explain the significant movements in the asset accounts: - The Jollibee Group’s cash balance increased by P2,193.3 million or 33.0% to P8,848.6
million coming from the JFC Group’s profit for year. The movements in the Jollibee Group’s cash will be explained further in the cash flow discussion.
- Accounts receivables amounted to P2,750.3 million at the end of 2012 and P2,388.6 million
at the end of 2011. These are primarily receivables from franchisees for royalty payments and commissary purchases which increased by 17.7% or P369.0, from P2,085.7 million in 2011 to P2,454.6 million in 2012. The Jollibee Group’s days receivables was maintained at 13 days.
- Inventories decreased by P230.4 million or 8.1% to P2,629.7 million from P2,860.1 million
at the end of 2011 on account of higher base due to higher cost per unit of major raw materials in 2011. The JFC Group’s day inventory was 30 days 2012 compared to 31 days in 2011.
- Other current assets amounted to P1,394.5 million, higher by P39.6 million or 2.9%
compared to the year-end 2011 balance of P1,354.9 million. The increase was primarily due to higher prepaid rent and taxes which increased by P56.2 million and P72.2 million, respectively, offset by the decline in deposits to suppliers and others by P86.6 million.
The Jollibee Group’s current ratio as of December 31, 2012 was 0.94:1.00, lower than the current ratio as of December 2011 of 1.10:1.00 due to significant increase in bank loans maturing in 2013. - Available-for-sale (AFS) financial assets consists of unquoted investment in shares of public
utility companies. The increase pertains to a club membership acquired in 2012. See Note 9 of the accompanying Audited Consolidated Financial Statements for more information.
- The increase in interests and advances in joint ventures, co-venturers and associate of P3,008.3 million pertains to investments of JFC’s foreign subsidiary to SuperFoods Group, WJ Investments Limited and Entrek offset by equity in net losses of SuperFoods Group. This was presented under "Other noncurrent assets" in the 2011 Audited Consolidated Financial Statements. See Note 11 of the accompanying Audited Consolidated Financial Statements for more information.
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- Operating lease receivables decreased by P4.3 million or 15.9% to P22.6 million resulting from the termination of some lease contracts of a subsidiary of the Parent Company. The decrease of P4.3 million is the difference of rent income recognized under the straight-line method and the rent amounts in accordance with the terms of the lease agreements
- Deferred tax assets decreased by P62.6 million or 6.5% to P1,030.2 million due to the
following:
(Amounts in Php Millions) 2012 2011 Amount Pct
Operating lease payables 401.4 375.5 25.9 6.9%NOLCO:
PRC-based entities 275.5 178.4 97.1 54.4%Philippine-based entities 44.0 88.5 (44.5) -50.3%
Pension liability and other benefits 97.6 93.3 4.3 4.6%Excess of MCIT over RCIT 12.1 67.2 (55.1) -82.0%Unamortized past service costs 50.2 58.7 (8.5) -14.5%Allowance for impairment loss on receivables 52.0 40.5 11.5 28.4%Unaccreted discount on security deposits and employee car plan receivables 23.6 25.8 (2.2) -8.5%Accumulated impairment loss in value of property, plant & equipment, investment properties and other non- financial assets 23.4 14.9 8.5 57.0%Provisions of legal claims and restructuring costs 9.1 9.1 - 0.0%Allowance for inventory obsolescence 2.2 6.8 (4.6) -67.6%Unrealized foreign exchange loss 32.1 1.6 30.5 1906.3%Others 7.0 7.3 (0.3) -4.1%
1,030.2 967.6 62.6 6.5%
Year Ended December 31 Change
Consolidated current liabilities amounted to P16,571.1 million, P4,468.8 million or 36.9% higher than the 2011 year-end balance of P12,102.4 million. The following explain the significant movements in current liabilities: - Trade payables and other current liabilities increased due to higher employee-related
accruals, higher accrual for local taxes, advertising and promotions, rent, utilities, freight, store operations, corporate events and others. Deposits likewise increased.
- Income tax payable decreased by P75.8 million or 49.0% due JFC's tax savings arising from
the write-off of intercompany advances. - Short-term debt as of December 31, 2011, which consists of unsecured short-term bank loans
of the Parent Company was paid in full, including accrued interest, on April 17, 2012. - The current portion of liability for acquisition of businesses increased by P61.5 million or
58.7% to P166.3 million due to reclassification of maturing liability from non-current to current liabilities.
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- Current portion of long-term debt increased by P3,795.5 million to P4,572.8 million as of December 31, 2012. The increase pertains to bank loans which will mature in 2013. The amount includes three loans obtained by JWPL from a local bank in 2012 (March 1, March 9 and May 29) with a term of 2 years and will originally mature on February 28, March 7 and May 24, 2014. Said loans were preterminated by the Jollibee Group and paid in full, including accrued interest, in February 2013.
Consolidated non-current liabilities amounted to P3,526.3 million, 46.2% or P3,030.6 million lower than the December 31, 2011 balance of P6,556.9 million, due to reclassification of bank loans maturing in 2013 to current liabilities as well as the pretermination of JWPL's 2-year loans. See Note 18 to the accompanying Audited Consolidated Financial Statements for details.
- The derivative liability of P22.8 million pertains to the PHP-denominated loan of PERF Restaurants, Inc. (PERF). The five-year P149.2 million (originally US$3.4 million) availed on December 20, 2011 and bearing fixed interest rate of 5.32% per annum was converted into a deliverable cross-currency swap transaction to hedge in full the foreign currency risk and interest rate risk on its floating rate. Under the cross-currency swap, the PERF received at inception Philippine Peso (PHP) notional amount of P=149.2 million and paid US$ notional amount of US$3.4 million based on the PHP/US$ spot reference rate of P=43.87.
Effectively, the cross-currency swap transformed the floating rate US$ loan into a fixed rate PHP loan.
Since the critical terms of the hedged loan and cross-currency swap match, the hedge was assessed to be highly effective. As such, there was no ineffectiveness recognized in the profit or loss for the period ended December 31, 2012 and 2011. The foreign exchange revaluation of the hedged loan amounting to P=9.7 million was recognized in other comprehensive loss on derivative liability.
For the period ended December 31, 2012, the fair value change of the cross-currency swap amounted to a loss of P=13.1 million and was recognized under other comprehensive loss on derivative liability. As of December 31, 2012, the value of the derivative liability amounted to P=22.8 million.
- Liability for acquisition of businesses (net of current portion) decreased by P99.4 million or
55.5% to P79.6 million due to partial settlement of liabilities to Mang Inasal and Fortune Capital.
- Operating lease payables increased by P116.9 million or 8.7% to P1,460.2 million, arising from increase in number of company-owned stores. The increase of P116.9 million is the difference of rent expense recognized under the straight-line method and the rent amounts due in accordance with the terms of the lease agreements.
Consolidated stockholders’ equity increased by P1,670.9 million or 8.3% to P21,893.3 million primarily due to the net income (attributable to equity holders of the Parent) realized during the year, which amounted to P3,728.2 million, increase in additional paid in capital of P369.7 million for the stock option expense and issuance of new shares in relation to the management stock option plan, offset by cash dividends declared during the year amounting to P2,294.0 million and the unfavorable change of P164.2 million in cumulative translation. The change in translation loss of P164.2 million was mainly due to the appreciation of the Philippine Peso versus RMB and
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USD from December 31, 2011 compared to December 31, 2012, which decreased the value of the Jollibee Group's net assets as of the end of the year. On February 15, 2012, the Board of Directors of JFC approved the appropriation of additional P3,800.0 million for future expansion. This increased the appropriated retained earnings of JFC to P5,000.0 million, from P1,200.0 million. Liquidity and Capital Resources Net cash provided by operating activities in 2012 was P8,138.0 million, 38.4% or P2,257.4 million higher compared to net cash provided by operating activities of P5,880.6 million in 2011 mainly due to stronger operating results, higher depreciation and lower working capital requirements. Net cash used in investing activities was P3,783.7 million in 2012, 47.1% or P3,373.1 million lower compared to net cash used for investing activities in 2011 of P7,156.8 million on account of higher base arising from long-term loans receivable and deposit for future business transaction in 2011. Net cash used in financing activities amounted to P2,169.0 million in 2012, primarily due to the return of operating cash flow to our shareholders through dividend payments of P2,274.4 million and loans and interest payments for the bank loans of JFC and its foreign subsidiaries. This was partially offset by proceeds from long-term debt of P1,700.8 million and issuance of new shares in relation to the JFC’s stock option program. Overall, net cash and cash equivalents increased by P2,185.3 million to P8,848.6 million for the year 2012.
Discussion of the Jollibee Group's Top Five (5) Key Performance Indicators System Wide Sales System Wide Sales is a measure of all sales to consumers both from company-owned and franchised stores.
As of end Dec 2012 As of end Dec 2011System Wide Sales P92,271.2 million P82,170.1 million% Growth vs LY 12.3% 17.0%
Revenues Revenues is a measure of (1) all sales made by the Jollibee Group’s owned stores (both food and novelty sales); (2) Commissary sales to franchised stores; (3) rental revenues of the Jollibee Group’s property division; and (4) revenues from services rendered by the in-house Construction and Service Groups.
As of end Dec 2012 As of end Dec 2011Revenues P71,059.9 million P62,554.9 million% Growth vs LY 13.6% 17.2%
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Net Income Margin Net Income Margin is the ratio of the Jollibee Group's earnings after interest and tax. This is computed by dividing net income by total revenues. The quotient is expressed in percentage. This measures the Jollibee Group’s return for every peso of revenue earned, after deducting cost of sales, operating expenses, interests and taxes.
As of end Dec 2012 As of end Dec 2011Net Income P3,713.1 million P3,253.8 million% to Revenues 5.2% 5.2%
Basic Earnings Per Share (EPS) EPS is the portion of the Jollibee Group’s profit allocated to each outstanding share of common stock. This is computed by dividing the net income for the year attributable to the equity holders of the Jollibee Group by the weighted average outstanding shares during the year, after considering the retroactive effect of stock dividends declaration, if any. This serves as an indicator of the Jollibee Group’s profitability.
As of end Dec 2012 As of end Dec 2011EPS (Basic) P3.578 P3.138% Growth vs LY 14.0% 0.6%
Return on Equity (ROE) ROE is the ratio of the Jollibee Group’s net income (attributable to equity holders of the parent) to equity (before non-controlling interests). It is computed by dividing net income by average equity. Average equity is calculated by adding the equity at the beginning of the year to the equity at year end and dividing the result by two. ROE is a measure of return for every peso of invested equity. The Jollibee Group also uses ROE for comparing its profitability to that of other firms in the same industry.
As of end Dec 2012 As of end Dec 2011Return on Equity 18.3% 17.6%
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Financial Soundness Indicators
Formula: Dec-12 Dec-11Liquidity Ratios
Current Assets 0.94 1.10 Current Liabilities
Financial Leverage Ratios
Asset to Equity Ratio Total Assets 1.98 1.99 Total Equity attributable to equity holders of the Parent Company
Total Debt 48.7% 48.9%Total Debt + Equity attributable to equity holders of the Parent Company
Net Debt Ratio Total Debt - Cash and cash equivalents 34.7% 38.1%(Total debt - Cash and cash equivalents) + equity attibutable to equity holders of the Parent Company
Interest Coverage Ratio Earnings before Interest and Taxes 23.30 15.34 YTD Interest Expense
Solvency Ratio Net income + depreciation 0.32 0.30 Total liabilities
Debt-Service Coverage Net income 0.18 0.17 Ratio Total liabilities
Current Ratio
Debt Ratio
Discussion and Analysis of Material Events and Uncertainties 1. There were no events during the period that will trigger direct or contingent financial
obligation that is material to the Jollibee Group. 2. There were no material off-balance sheet transactions, arrangements, obligations created
during the reporting period. 3. Consolidated actual capital expenditures in 2012 amounted P3,755.9 million, higher by 1.5%
than the 2011 actual expenditures of P3,700.4 million and 35.2% lower than the 2012 budgeted expenditures.
The Jollibee Group’s capital expenditures budget was principally used to finance its store expansions and major renovations, major repairs and upgrades of existing commissaries, improvements in head office and investments in information technology.
4. Food service operations have both peak and lean seasons. Historically, sales in the second
and fourth quarters are strong due to the summer and the Christmas seasons, respectively.
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Demand during the first and third quarters usually slackens. The material financial impact of this seasonality has been considered in the Jollibee Group’s financial forecast.
5. All of the Jollibee Group’s income arose from its continuing operations. 6. Events after the Reporting Period:
Dividend Declaration On April 11, 2013, the Board of Directors (BOD) of JFC approved a regular cash dividend of P0.65 a share of common stock to all stockholders of record as of May 7, 2013. Consequently, the cash dividend is expected to be paid out by May 30, 2013. The cash dividend is 12.1% higher than the P0.58 regular cash dividend a share declared on April 12, 2012. Appropriation of Retained Earnings On April 11, 2013, the BOD approved the appropriation of additional retained earnings amounting to P5,200.0 million to be used for future expansion and support the Company's growth strategy. Projects Timeline Amount (in Pesos)Acquisition of businesses 2013‐2018 2,600,000,000 Capital expenditures 2013‐2018 2,600,000,000
5,200,000,000
MANAGEMENT DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION FOR 2011 Results of Operations Revenues and System Wide Sales Revenues of Jollibee Foods Corporation (JFC) expanded by 17.2% in 2011 compared to 2010 as System wide sales, a measure of all sales to consumers both from company-owned and franchised stores rose by 17.0% in 2011 to P 82,170.1 million compared with sales in 2010. System wide sales in the Philippines grew by 16.7% while those abroad increased by 18.3% led by China with a growth of 25.8% and Southeast Asia and the Middle East with 25.2%.
In the Philippines, the acquisition of Mang Inasal and Burger King contributed 8.9% of the 17.0% sales growth while the rest of the brands grew by 8.1%. Sales per store across all brands grew strongly versus year ago driven by higher transaction count, a measure of volume of customer purchases. The Jollibee Group ended 2011 with 2,469 stores, 6.6% higher than a year ago. The JFC Group opened a total of 260 stores in 2011 worldwide: 167 in the Philippines and 93 overseas. It closed a total of 130 stores worldwide.
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Cost of Sales Consolidated cost of sales increased by 18.8% or P8,148.6 million to P51,403.4 million. The following table summarizes the breakdown of the JFC Group’s cost of sales for the years ended December 31 and the percentage of each cost item to total revenues:
(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Cost of inventories 29,809.1 24,900.0 4,909.1 19.7% 47.7% 46.7%Personnel costs:
Salaries, wages and benefits 6,896.7 6,515.8 380.9 5.8% 11.0% 12.2%Pension expense 82.5 78.5 4.0 5.1% 0.1% 0.1%
Rent 4,830.6 3,903.7 927.0 23.7% 7.7% 7.3%Electricity and water 2,738.8 2,491.7 247.1 9.9% 4.4% 4.7%Depreciation and amortization 2,188.1 1,801.3 386.8 21.5% 3.5% 3.4%Supplies 1,438.8 1,244.8 194.0 15.6% 2.3% 2.3%Contracted services and professional fees 1,034.8 783.7 251.1 32.0% 1.7% 1.5%Repairs and maintenance 605.9 515.4 90.5 17.6% 1.0% 1.0%Security and janitorial 295.1 244.0 51.1 21.0% 0.5% 0.5%Communication 109.8 104.0 5.8 5.6% 0.2% 0.2%Entertainment, amusement and recreational expenses (EAR) 27.2 22.1 5.1 23.3% 0.0% 0.0%Others 1,345.9 649.8 696.1 107.1% 2.2% 1.2%COST OF SALES 51,403.3 43,254.8 8,148.5 18.8% 82.2% 81.0%
Years Ended December 31 Change Pct to Rev
- Cost of inventories increased as a result of increase in sales volume as well as increases in
prices of some raw materials such as beef, sugar, fats and dairy products particularly during the first half of the year. The Jollibee Group’s raw material prices were higher by about 5.4% in 2011 over 2010.
- Personnel costs increased due to additional headcount from newly opened company-owned stores, particularly of the China business which reported a 25.8% year-on-year growth in store network as well as the inclusion of Mang Inasal that was acquired in November 2010. Performance-related increases, employee promotions and upgrade in employees’ car plan also contributed to the increase. As a percent of revenues, personnel costs were lower in 2011 compared to 2010 as a result of lower headcount of Fresh N’ Famous in 2011 over 2010 due to cessation of operations of Manong Pepe Karinderia in April 2011, sale of Delifrance in December 2010 and closure of 26 company-owned stores of Chowking and Greenwich in 2011. The closure of 11 company-owned stores of Red Ribbon also contributed to lower personnel costs as a percentage of revenues.
- Rent increased on account of higher sales, increase in store network, new acquisitions,
annual rent escalation and the mix effect from faster growth in foreign business. A subsidiary of JFC also increased its pallet and warehouse rental. Rent, as a percent of revenues increased from 7.3% in 2010 to 7.7% in 2011, reflecting the impact of the new acquisitions.
- Electricity and water increased relative to the increase in company-owned stores of the
Jollibee Group’s existing brands and new acquisitions (Mang Inasal’s 43 company-owned stores and Chowking USA’s 19 company-owned stores) as well as the increase in power and water rates this year versus 2010.
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The closure of several owned stores, particularly of Fresh N’ Famous and Red Ribbon contributed to the decline in electricity and water as a percent of revenues.
- Depreciation and amortization increased due to the consolidation of the new acquisitions
(Mang Inasal and Chowking USA) and the growing asset base of the Jollibee Group's business units such as Jollibee, Red Ribbon and the foreign businesses.
- Operating supplies increased primarily due to the higher cost of Liquified Petroleum Gas
(LPG) arising from the increase in sales volume and higher cost of LPG. - Contracted services increased primarily due to higher fees for contracted services of the
Jollibee business and Zenith Foods Corporation.
- Repairs and maintenance increased primarily due to the consolidation of the new acquisitions and the higher repair and maintenance costs of the foreign businesses.
- Security and janitorial increased relative to the increase in company-owned stores of the Jollibee Group’s existing brands and new acquisitions as well as higher outsourcing costs of Red Ribbon for pan-washing activities in its commissaries in Libis and Tarlac.
- Professional fees increased primarily due to higher expenses incurred by Zenith Foods Corporation in relation to the construction of the logistics center in the Philippines.
- Communication increased due to higher expenses incurred by the foreign businesses as well
as the impact of the new acquisitions.
- Entertainment, amusement and recreational expenses increased mainly due to the consolidation of the new acquisitions and higher expenses incurred by the foreign businesses.
- Cost of sales - others increased mainly due to higher expenses related to the Company’s SEEDs (or Skills Enhancement and Educational Development for Students) program and increase in expenses pertaining to delivery services.
Gross Profit Consolidated gross profit for 2011 increased by 10.2% or P1,034.6 million to P11,151.6 million, from P10,117.0 million in 2010. Gross profit margin for the year was however lower by 1.1% points compared to 2010 as cost of inventories increased faster than revenues. The price adjustments implemented by the Jollibee business in the first half of 2011 and the cost improvement initiatives of the Jollibee Group were not sufficient to cover the increase in the prices of raw materials and other costs of operations. Expenses Consolidated expenses increased by 11.2% or P731.8 million to P7,249.4 million. The following table summarizes the breakdown of the Jollibee Group’s expenses for the years ended December 31 and the percentage of each expense item to the total revenues:
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(Amounts in Php Millions) 2012 2011 Amount Pct 2012 2011
Personnel costs:Salaries, wages and benefits 2,828.7 2,477.5 351.2 14.2% 4.5% 4.6%Pension expense 74.8 77.6 (2.8) -3.6% 0.1% 0.1%Stock option expense 73.6 65.6 8.0 12.2% 0.1% 0.1%
Taxes and licenses 723.0 625.6 97.4 15.6% 1.2% 1.2%Rent 301.1 189.1 112.0 59.2% 0.5% 0.4%Transportation and travel 301.1 250.5 50.6 20.2% 0.5% 0.5%Professional fees 278.3 326.0 (47.7) -14.6% 0.4% 0.6%Depreciation and amortization 213.5 176.7 36.8 20.8% 0.3% 0.3%Provisions 39.7 56.3 (16.6) 252.5% 0.1% 0.1%Entertainment, amusement and recreational expenses 109.2 84.8 24.4 28.8% 0.2% 0.2%Communication 80.0 65.9 14.1 21.4% 0.1% 0.1%Training 40.3 47.7 (7.4) -15.4% 0.1% 0.1%Donation 37.1 26.7 10.4 39.0% 0.1% 0.1%Supplies 60.6 46.7 13.9 29.7% 0.1% 0.1%Electricity and water 57.1 52.1 5.0 9.7% 0.1% 0.1%Contracted Services 51.8 34.6 17.2 49.6% 0.1% 0.1%Repairs and maintenance 49.1 35.3 13.8 39.2% 0.1% 0.1%Security and janitorial 26.2 35.9 (9.7) -27.0% 0.0% 0.1%Insurance 15.4 5.6 9.8 174.2% 0.0% 0.0%Corporate events and others 578.6 590.9 (12.3) -2.1% 0.9% 1.1%Total General and Administrative Expenses 5,939.3 5,271.1 668.2 12.7% 9.5% 9.9%Advertising and promotions 1,310.1 1,246.6 63.5 5.1% 2.1% 2.3%
7,249.4 6,517.7 731.7 11.2% 11.6% 12.2%
Years Ended December 31 Change Pct to Rev
- Salaries and wages increased primarily due to increase in headcount of JFC and China
corporate offices as well as the inclusion of Mang Inasal’s personnel costs. Performance-related increases in basic pay, employee promotions and upgrades in employee benefits and the additional accrual for stock option expense also contributed to the increase.
- Taxes and licenses increased due to higher business-related taxes and license fees resulting
from higher revenues. - Rent expense increased due to additional office spaces in the Jollibee Group’s corporate
office, additional warehouse rental and deferred rent for the logistics center which is currently being constructed.
- Professional fees declined this year due to lower legal and tax service fees, in relation to
JFC's business acquisitions and other special projects and lower broker’s commissions relative to stock options exercised during the year.
- Transportation and travel expenses were higher this year versus last year due to higher fuel
consumption and travel expenses, particularly of the foreign businesses and Fresh N’ Famous, as well as the impact of the consolidation of Mang Inasal’s expenses.
- Depreciation and amortization for 2011 was higher compared to last year because of the
impact of the China business’ new corporate office and the inclusion of Mang Inasal’s depreciation expenses.
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- Entertainment, amusement and recreational expenses increased primarily due to higher representation expenses of the foreign businesses.
- Communication increased mainly resulting from the increase in expenses of the Jollibee
business as well as the impact of the new acquisitions. - Electricity and water increased mainly due to the increase in consumption resulting from
additional office spaces and increase in power and water rates this year versus last year. - Repairs and maintenance for 2011 was higher compared to 2010 mainly due to higher
expenses of the foreign businesses and Red Ribbon as well as the impact of the new acquisitions.
- Training decreased as a result of the significant decline in the training expenses of Fresh N’
Famous, from P8.7 million in 2010 to P1.2 million in 2011. - Provisions of P39.8 million in 2011 pertained to provisions for impairment in value of
receivables. The decrease was mainly due to lower provision for uncollectible receivables. See Notes 7 and 8 to the accompanying Audited Consolidated Financial Statements for more information.
- Supplies increased mainly due to the increase in volume and purchase prices of various office
supplies. - Contracted services increased primarily due to the consolidation of Mang Inasal.
- Donation increased in 2011 compared 2010 due to higher net income (which was the basis for
the donation made).
- Security and janitorial decreased due to lower expenses incurred by the domestic and foreign businesses.
- Insurance expense increased due to higher property insurance premium rate, increase in number of stores, upgrade in employees’ car plan and higher number of motor vehicles insured in 2011 compared to 2010.
- Advertising and promotions for 2011 increased slightly by 5.1% compared to 2010, but was
lower as a percent of revenues, from 2.3% in 2010 to 2.1% in 2011 as a result of an action being taken by the Jollibee Group to be more conservative in its marketing spending.
Operating Income Considering the factors discussed above, operating income for 2011 increased by 8.4% or P302.8 million to P3,902.1 million. However, operating income margin for 2011 was -0.5% points lower at 6.2% compared to 6.7% in 2010 as higher raw material costs decreased gross profit margin. Finance Charges The increase in interest income was primarily due to interests on loans and advances to the Parent Company’s co-venturer, offset by lower interest income from placements and short term deposits
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due to the decline in the Jollibee Group’s cash balance. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. The increase in interest expense was primarily due to loans acquired in the fourth quarter of 2010 and the first semester of 2011 for business acquisitions. See Note 23 of the accompanying Audited Consolidated Financial Statements for more information. Other Income Other income for the year was P566.8 million, 8.4% or P52.1 million lower than last year’s other income of P618.9 million. The decrease was mainly due to foreign exchange loss of P63.6 million in 2011 compared to foreign exchange gain of P37.1 million in 2010, lower income from pre-termination of operating leases, partially offset by write-off of other liabilities. Income Taxes The Jollibee Group’s provision for income tax increased by P130.5 million or 13.4% due to higher taxable income. Effective tax rate for 2011 was 25.3% compared to the 2010 rate of 23.3% primarily due to the mix of earnings among the Jollibee Group's foreign operations. See Note 24 of the accompanying Audited Consolidated Financial Statements for details. Net Income Net Income Attributable to Equity Holders of the Parent and Earnings Per Share grew versus last year by 1.1% and 0.6%, respectively. Net Income Attributable to the Equity Holders of the Parent reached P3,231.7 million while Earnings per Share amounted to P3.138, just slightly above the amounts in 2010 of P3,197.8 million and P3.118, respectively. The Net Income margin for the year of 5.2%, however, was lower than the 6.0% registered last year, primarily due to lower Gross Profit margin, caused by raw material cost increases, partly offset by lower operating expenses. Financial Condition The Jollibee Group’s consolidated total assets as of December 31, 2011 amounted to P38,881.7 million, an increase of 15.2% from P33,746.0 million. The following explain the significant movements in the asset accounts: - The JFC Group’s cash balance decreased by P1,515.2 million or 18.5% to P6,655.3 million
mainly due to capital investments in new stores and logistics center and settlement of bank loans, partially offset by proceeds from bank loans. The movements in the Jollibee Group’s cash will be explained further in the cash flow discussion.
- Receivables increased by P289.7 million or 13.8% to P2,388.6 million. The increase was
primarily due to higher receivables of Mang Inasal which increased by P247.6 million compared to 2010, directly attributable to higher sales volume arising from expanded store network. Mang Inasal opened 84 stores in 2011, of which 80 are franchised. Receivable days improved from 14 days in 2010 to 13 days in 2011.
- Inventories increased by P725.6 million or 34.0% to P2,860.1 million on account of higher
sales volume, higher cost per unit of major raw materials and higher inventory target level in
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2011 compared to 2010. The Jollibee Group’s inventory days increased from 29 days in 2010 to 31 days in 2011.
- Other current assets increased by P186.3 million or 15.9% to P1,354.9 million primarily due
to higher deposits to suppliers and receivables from customers and higher prepaid rent and other prepayments partially offset by the decline in supplies.
The Jollibee Group’s current ratio as of December 31, 2011 was 1.10:1.00, slightly higher than year-ago current ratio of 0.99:1.00 - Available-for-sale (AFS) financial assets decreased by P55.6 million or 31.6% to P120.6
million mainly due to the derecognition of AFS resulting from additional acquisitions of controlling interests. See Note 9 of the accompanying Audited Consolidated Financial Statements for more information.
- Interest in and advances in joint ventures, co-venturers and associate of P3.2 million
pertained to the remaining investment of JFC to Coffeetap Corporation. - Property, plant and equipment net of depreciation and retirement amounted to P10,580.4
million from P8,770.5 million due to capital investments in new stores, logistics center in the Philippines and manufacturing plant in China. See Note 12 to the accompanying Audited Consolidated Financial Statements for details.
- Goodwill and other intangible assets amounted to P8,534.6 million, higher by P544.0 million
or 6.8% than the 2010 balance of P7,990.6 million. The increase was mainly due to goodwill acquired through business combinations related to the following food restaurant concepts:
(Amounts in Million Pesos)
Goodwill acquired in 2011 Business Combinations: Chowking US Operations 383.9 Chow Fun 154.9
Burger King 5.2 544.0
(For more information on goodwill, see Note 14 to the accompanying Audited Consolidated Financial Statements)
- Operating lease receivables decreased by P6.2 million or 18.9% due to pre-termination of lease contracts of investment properties of the Jollibee Group.
- Deferred tax assets for 2011 amounted to P967.6 million, arising from tax losses of entities based in the Philippines and the People’s Republic of China (PRC) which may be carried forward to future periods, operating lease payables, pension liabilities, excess of Minimum Corporate Income Tax over Regular Corporate Income Tax and others. See Note 24 to the accompanying Audited Consolidated Financial Statements for details.
- Other noncurrent assets increased by P3,133.5 million or 211.2% to P4,617.0 million primarily due to advances to Viet Thai International Joint Stock Co. (Viet Thai) which amounted to P2,903.5 million. For additional information regarding advances to Viet Thai, see Note 15 to the accompanying Audited Consolidated Financial Statements.
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Consolidated current liabilities amounted to P12,102.4 million, P1,591.4 million or 11.6% lower than the 2010 year-end balance of P13,693.8 million. The following explain the significant movements in current liabilities: - Trade payables and other current liabilities increased by P992.9 million or 10.8% to
P10,165.6 million primarily due to higher trade payables and other current liabilities, offset by lower accruals for salaries, wages and employee benefits, advertising and promotions and decrease in dividends payable.
- Income tax payable decreased by P13.0 million or 7.8% due to the availment of Optional
Standard Deduction by Zenith, Grandworth and Red Ribbon Holdings in the computation of regular income tax.
- Short-term debt decreased by P942.0 million or 51.1% to P900.0 million. Of JFC’s short
term loan of P1,800.0 million acquired in the 4th quarter of 2010, P342.0 million has been paid in 2011; the remaining balance of P1,500.0 million was converted to long-term debt. On April 12 2011, JFC entered into an agreement to borrow P900.0 million from The Bank of Tokyo Mitsubishi, UFC, Ltd. to be paid in one year from drawdown at a fixed interest rate. For more information, see Note 18 to the accompanying Audited Consolidated Financial Statements.
- The current portion of liability for acquisition of businesses decreased by P65.4 million or
38.4% to P104.8 million due to the settlement of half of the 10% hold-out amount (current portion) for the Mang Inasal acquisition.
- Current portion of long-term debt decreased by P1,563.8 million or 66.8% primarily due to
the settlement of the Parent Company’s 350 million RMB-denominated loan, offset by loans maturing in 2012.
Consolidated noncurrent liabilities amounted to P6,556.9 million, 176.6% or P4,186.1 million higher than the December 31, 2010 balance of P2,370.8 million, mainly due to the following: - Long-term debt increased by P3,891.2 million to P3,942.7 million due to bank loans acquired
during the year. On April 12, 2011, JFC’s wholly-owned subsidiary, Jollibee Worldwide Pte. Ltd. entered into agreements to borrow money from Citibank, N.A. and The Bank of Tokyo Mitsubishi UFC, Ltd. (Singapore Branch) for US$40 million and US$30 million, respectively. On December 16, 2011, JFC acquired a 2-year unsecured loan from a local bank amounting to P1,500.0 million to refinance its loan obligation which was used for the acquisition of a business.
- Pension liability increased by P66.6 million or 31.4% to P278.7 million due to adjustments in
actuarial estimates and fair valuation of plan assets. - Operating lease payables increased by P176.3 million or 15.1% to P1,343.3 million, arising
from the increase in number of owned stores. - Liability for acquisition of a business (net of current portion) increased by P71.1 million or
50.3%. The increase pertains to the remaining balance for the acquisition of 20 Chowking USA stores by Tokyo Teriyaki Corporation to the Fortune Group.
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Consolidated stockholders’ equity increased by P2,541.0 million or 14.4% primarily due to the net income (attributable to equity holders of the Parent) realized in 2011, which amounted to P3,231.7 million, increase in additional paid in capital by P140.8 million for the stock option expense and issuance of new shares in relation to the management stock option plan, and the favorable change of P129.8 million in cumulative translation. This was partially offset by cash dividends declared during the year which amounted to P1,100.0 million. Non-controlling interests pertained to the share in net income or loss attributable to the minority shareholders of various majority owned subsidiaries of JFC. For 2011, non-controlling interests were higher by P141.8 million or 25.2% compared to 2010 arising from the acquisition of Burger King and Chow Fun, additional investments of Jollibee Food Processing in 2011 as well as the share in 2011 net income. Liquidity and Capital Resources Cash flows provided by operating activities amounted to P5,880.6 million and P5,504.2 million for the years ended December 31, 2011 and 2010, respectively. The increase in cash flows from operating activities was primarily the result of higher income before income tax and favorable adjustments for non-cash items, partially offset by higher working capital requirements. Income taxes paid in 2011 compared to 2010 were P138.4 million higher, primarily due to higher taxable income in 2011. Cash flows used in investing activities increased by P2,032.5 million or 39.7% to P7,156.8 million in 2011 from P5,124.2 million in 2010. The increase was primarily due to the P2,849.6 million advances to Viet Thai and higher capital expenditures (P3,700.4 million in 2011 and P2,553.4 million in 2010), offset by lower cash paid for acquisitions. Cash flows used in financing activities amounted to P238.6 million in 2011 primarily due to payments of cash dividends and bank debts amounting to P1,196.6 million and P2,721.9 million, respectively, partially offset by proceeds from the issuance of short term and long-term debts amounting to P900.0 million and P3,131.0 million, respectively. Overall, net cash and cash equivalents decreased by P1,515.2 million to P6,655.3 million for the year ended December 31, 2011. Discussion of the Jollibee Group's Top Five (5) Key Performance Indicators System Wide Sales System Wide Sales is a measure of all sales to consumers both from company-owned and franchised stores.
As of end Dec 2011 As of end Dec 2010System Wide Sales P82,170.1 million P70,254.3 million% Growth vs LY 17.0% 10.2%
Revenues Revenues is a measure of (1) all sales made by the Jollibee Group’s owned stores (both food and novelty sales);
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(2) Commissary sales to franchised stores; (3) rental revenues of the JFC Group’s property division; and, (4) revenues from services rendered by the in-house Construction and Service Groups.
As of end Dec 2011 As of end Dec 2010Revenues P62,554.9 million P53,371.7 million% Growth vs LY 17.2% 11.3%
Net Income Margin Net Income Margin is the ratio of the Jollibee Group’s earnings after interest and tax. This is computed by dividing net income by total revenues. The quotient is expressed in percentage. This measures the JFC Group’s return for every peso of revenue earned, after deducting cost of sales, operating expenses, interests and taxes.
As of end Dec 2011 As of end Dec 2010Net Income P3,253.8 million P3,212.5 million% to Revenues 5.2% 6.0%
Basic Earnings Per Share (EPS) EPS is the portion of the Jollibee Group’s profit allocated to each outstanding share of common stock. This is computed by dividing the net income for the year attributable to the equity holders of the Jollibee Group by the weighted average outstanding shares during the year, after considering the retroactive effect of stock dividends declaration, if any. This serves as an indicator of the Jollibee Group’s profitability.
As of end Dec 2011 As of end Dec 2010EPS (Basic) P3.138 P3.118% Growth vs LY 0.6% 19.5%
Return on Equity (ROE) ROE is the ratio of the Jollibee Group’s net income (attributable to equity holders of the parent) to equity (before non-controlling interest). It is computed by dividing net income by average equity. Average equity is calculated by adding the equity at the beginning of the year to the equity at year end and dividing the result by two. ROE is a measure of return for every peso of invested equity. The Jollibee Group also uses ROE for comparing its profitability to that of other firms in the same industry.
As of end Dec 2011 As of end Dec 2010Return on Equity 17.6% 19.1%
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Financial Soundness Indicators
Formula: Dec-11 Dec-10Liquidity Ratios
Current Assets 1.10 0.99 Current Liabilities
Financial Leverage Ratios
Asset to Equity Ratio Total Assets 1.99 1.97 Total Equity attributable to equity holders of the Parent Company
Total Debt 48.9% 48.4%Total Debt + Equity attributable to equity holders of the Parent Company
Net Debt Ratio Total Debt - Cash and cash equivalents 38.1% 31.6%(Total debt - Cash and cash equivalents) + equity attibutable to equity holders of the Parent Company
Interest Coverage Ratio Earnings before Interest and Taxes 15.34 21.82 YTD Interest Expense
Solvency Ratio Net income + depreciation 0.30 0.32 Total liabilities
Debt-Service Coverage Net income 0.17 0.20 Ratio Total liabilities
Current Ratio
Debt Ratio
Discussion and Analysis of Material Events and Uncertainties 1. There were no events during the period that will trigger direct or contingent financial
obligation that is material to the Jollibee Group. 2. There were no material off-balance sheet transactions, arrangements, obligations created
during the reporting period. 3. Consolidated actual capital expenditures in 2011 amounted to P3,700.4 million, 44.9% higher
than the 2010 actual expenditures of P2,553.4 million and -26.0% lower than the 2011 budgeted expenditures due to delay in construction of the Jollibee Group’s planned logistic plant.
The Jollibee Group’s capital expenditures budget was principally used to finance its store expansions and major renovations, major repairs and upgrades of existing commissaries, improvements in head office and investments in information technology.
4. Food service operations have both peak and lean seasons. Historically, sales in the second
and fourth quarters are strong due to the summer and the Christmas seasons, respectively.
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Demand during the first and third quarters usually slackens. The material financial impact of this seasonality has been considered in the Jollibee Group’s financial forecast.
5. All of the Jollibee Group’s income arose from its continuing operations. 6. Events after Reporting Date:
Dividend Declaration On April 12, 2012, the Board of Directors (BOD) of JFC approved a regular cash dividend of P0.58 a share of common stock to all stockholders of record as of May 9, 2012. The cash dividend is expected to be paid out by May 31, 2012. The cash dividend is 16.0% higher than the P0.50 regular cash dividend a share declared on April 13, 2011. Completion of Acquisition of San Pin Wang
On March 9, 2012, Jollibee Worldwide Pte. Ltd. (JWPL), completed its acquisition of 55% of Guangxi San Pin Wang Food and Beverage Management Company Limited, which operates the San Pin Wang beef noodle business in South China. The remaining 45% is held by Guangxi Zong Kai Food Beverage Investment Company Limited (GZK). This acquisition is pursuant to the framework agreement which was signed on April 30, 2010 and the share purchase agreement signed on October 26, 2010. JWPL is investing RMB30 million for its stake in San Pin Wang. As joint venture partners, JWPL and GZK will also place additional investments totaling RMB 20 million into this fast food chain in anticipation of its expansion.
Appropriation of Retained Earnings On February 15, 2012, the BOD of the Parent Company approved the appropriation of additional P3,800.0 million for future expansion. Consequently, the appropriated retained earnings of the Parent Company will increase from P1,200.0 million to P5,000.0 million. Completion of Acquisition of Coffee, Asian Food Business On January 20, 2012, the Parent Company, through its wholly owned subsidiary, Jollibee Worldwide, completed the acquisition of 50% share of the business of the SuperFoods Group. This consists of a 49% share in SF Vung Tau Joint Stock Company, organized in Vietnam, and a 60% share in Blue Sky Holding Limited in HongKong. The acquisition is an implementation of the Framework Agreement made on May 20, 2011 between the Parent Company and its partner, Viet Thai International Joint Stock Company (“VTI”). The Framework Agreement provided for the Parent Company investing a total of P1,096.0 million for 50% share of the SuperFoods Group. Total investment and advances made in 2011 amounted to P2,830.0 million (See Note 15).
CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company and all its subsidiaries have adopted and are now fully compliant with the Philippine Financial Reporting Standards. There is no disagreement with accountants on accounting and financial disclosure.
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PART III. CONTROL AND COMPENSATION INFORMATION 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE ISSUER The following Directors of the Company were elected during the stockholders meeting on June 22, 2012, and shall continue to be such until their successors have been elected, and have qualified: TONY TAN CAKTIONG Mr. Tan Caktiong, born in 1953, 60, Filipino, is the Chairman of the Board of Directors of the Company. He has been a member of the Board since 1978, and is the President and Chief Executive Officer. He is also a member of the Executive Committee of the Board of Directors. Other directorships and trusteeships are:
Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc. Director Coffeetap Corporation Director BK Titans, Inc. Director PFN Holdings, Corp. Director Perf Restaurants, Inc. Director Perf Trinoma, Inc. Director Perf MOA Pasay, Inc. Director RRB Holdings, Inc. Director Red Ribbon Bakeshop, Inc. Director Honeybee Foods Corp. Director Red Ribbon Bakeshop Inc. (USA) Director Doubledragon Properties Corp. Director Honeystar Holdings Corp. Director Chanceux, Inc. Director Jollibee Worldwide Pte. Ltd. Director Belmont Enterprises Ventures Ltd. Director Jollibee International (BVI) Ltd. Director WJ Investments Limited Director JSF Investments Pte. Ltd. Director Golden Plate Pte. Ltd. Director Golden Beeworks Pte. Ltd. Director SF Vung Tau Joing Stock Company Director Blue Sky Holdings Ltd. Director Southsea Binaries Limited Director Jollibee Foods Processing Pte. Ltd. Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Guangxi San Pin Wang Food & Beverage Co. Ltd. Director Beijing New Hongzhuangyuan Food & Beverage
Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management
Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Hangzhou Yongtong Food and Beverage Co. Ltd.
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Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Shenzhen Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Jollibee Foods Processing (Anhui) Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director All Great Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited Director Shanghai Belmont Enterprises Management & Adviser
Co. Ltd. Director Honeysea Corporation Director Hyper Dynamic Corporation Director Mainspring Resources Corporation Director Mary’s Foods Corporation Director Queenbee Resources Corporation Director First Gen Corporation Director Centregold Corporation Director Philippine Long Distance Telephone Company Board Member Temasek Foundation Trustee Asian Institute of Management Trustee St. Luke’s Medical Hospital Trustee Philippine Academy of Sakya, Inc. Member Chief Executives Organization, Inc. Member World Presidents’ Organization Founding Convenor Philippine Business for Education
WILLIAM TAN UNTIONG Mr. Tan Untiong, born in 1953, 60, Filipino, has been the Corporate Secretary of the Company since 1994, and a member of the Board since 1993. He is a member of the Executive, Audit and Finance Committees of the Board of Directors. Mr. Tan Untiong has also been the Vice President for Real Estate since 1989. Other directorships are:
Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc. Director Coffeetap Copooration Director BK Titans, Inc. Director RRB Holdings, Inc. Director Red Ribbon Bakeshop, Inc. Director Honeybee Foods Corp. Director Grandworth Resources Corporation Director Zenith Foods Corp. Director Red Ribbon Bakeshop Inc. (USA)
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Director Doubledragon Properties Corp. Director Honeystar Holdings Corp. Director Chanceux, Inc. Director JC Properties & Ventures Corporation Director Jollimart Corporation Director Beeguards Corporation Director Honeyworth Corporation Director Mainspring Resources Corporation Director Queenbee Resources Corporation Director Zenith Foods Corporation Director Antares Holdings, Inc. Director Hyper Dynamic Corporation Director Kingsworth Corporation Director Honeysea Corporation Director Adgraphix, Inc. Director Belmont Enterprises Ventures Ltd. Director Golden Plate Pte. Ltd. Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management
Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Shenzhen Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited
ERNESTO TANMANTIONG Mr. Tanmantiong, born in 1958, 55, Filipino, has been a member of the Board since 1987, and is presently the Treasurer of the Company. He is also a member of the Executive, Nomination and Compensation Committees of the Board of Directors. Mr. Tanmantiong is the Executive Vice-President and Chief Operating Officer (“COO”), JFC Philippines. The heads of the Jollibee, Chowking, Greenwich and Red Ribbon brands in the Philippines report to Mr. Tanmantiong in his capacity as COO. Mr. Tanmantiong is also the point person for the joint ventures (Mang Inasal and Burger King). Additionally, Mr. Tanmantiong has responsibilities over the Corporate Functions. Other directorships are:
Director Fresh N’Famous Foods, Inc. Director Mang Inasal Phils., Inc. Director BK Titans, Inc. Director PFN Holdings, Corp. Director Perf Restaurants, Inc.
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Director Perf Trinoma, Inc. Director Perf MOA Pasay, Inc. Director Red Ribbon Bakeshop, Inc. Director Zenith Foods Corp. Director Honeybee Foods Corp. Director Red Ribbon Bakeshop Inc. (USA) Director Honeystar Holdings Corp. Director Chanceux, Inc. Director Adgraphix, Inc. Director Grandworth Resources Corp. Director Jollibee Worldwide Pte. Ltd. Director Belmont Enterprises Ventures Ltd. Director Jollibee International (BVI) Ltd. Director Jollibee Hong Kong Ltd. Director Hanover Holdings Ltd. Commissioner P.T. Jollibee Indonesia Director Jollibee Vietnam Co. Ltd. Commissioner P.T. Chowking Indonesia Director Golden Plate Pte. Ltd. Director Golden Beeworks Pte. Ltd. Director Jollibee (China) Food & Beverage Management Co. Ltd. Director Shanghai Yong He King Food & Beverage Management
Co. Ltd. Director Hangzhou Yonghe Food and Beverage Co. Ltd. Director Tianjin Yong He King Food & Beverage Co. Ltd. Director Beijing Yong He King Food and Beverage Co. Ltd. Director Wuhan Yonghe King Food and Beverage Co. Ltd. Director Yong He Holdings Co. Ltd. Director Centenary Ventures Limited Director Colossus Global Limited Director Granite Management Limited Director Cosmic Resources Limited Director All Great Resources Limited Director Eastpower Resources Limited Director Eaglerock Developments Limited Director Kingsworth Corporation Director Tutuban Chow Foods Corporation Director Antares Holdings, Inc. Director Hyper Dynamic Corporation Director Mary’s Foods Corporation Director Centergold Corporation Director Honeysea Corporation Director Queenbee Resources Corporation Director Winall Holdings Corporation Director Beeguards Corporation Director Mainspring Resources Corporation
ANG CHO SIT Mr. Ang, born in 1950, 63, Filipino, has been a member of the Board since 1978. He is a member of the Nomination Committee of the Board of Directors.
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Other directorships are:
Director Venice Corporation Director Grandworth Resources Corporation Director A-Star Holding Company Director Longshore Corporation Director Hyper Dynamic Corporation Director Freemont Foods Corp.
ANTONIO CHUA POE ENG Mr. Chua Poe Eng, born in 1948, 65, Filipino, has been a member of the Board since 1978. He is a member of the Audit Committee of the Board of Directors. Other directorships are:
Chairman, President Honeyworth Corporation Director Albany Resources Corporation Director Hyper Dynamic Corporation
RET. CHIEF JUSTICE ARTEMIO V. PANGANIBAN Mr. Panganiban, born in 1936, 76, was elected to the Board of Directors in 2012. Mr. Panganiban was the Chief Justice of the Philippine Supreme Court from 2005 to 2006. Concurrent with his position as Chief Justice, he was also the Chairperson of the Presidential Electoral Tribunal, the Judicial and Bar Council and the Philippine Judicial Academy. Mr. Panganiban is a member of the Executive and Compensation Committees and is the Chairman of the Nomination Committee. Other directorships and affiliations are:
Independent Director Meralco Independent Director Petron Corporation Independent Director Bank of the Philippine Islands Independent Director First Philippine Holdings Corp. Independent Director Metro Pacific Tollways Corp. Independent Director Metro Pacific Investment Corp. Independent Director GMA Holdings Independent Director Asian Terminals Independent Director Robinsons Land Corp. Independent Adviser Philippine Long Distance Telephone Co.
(PLDT) Senior Adviser Metropolitan Bank and Trust Company Chairman, Board of Advisers Metrobank Foundation Chairman, Board of Trustees Foundation for Liberty and Prosperity; and
Philippine Dispute Resolution Center, Inc. President Manila Cathedral – Basilica Foundation Adviser Mapua Blue Falcon Honor Society Adviser Dela Salle University College of Law
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Adviser Asian Institute of Management Corporate Governance Center
Adviser World Bank Adviser Johann Strauss Society
FELIPE B. ALFONSO Mr. Alfonso, born in 1937,8 76, Filipino, has been was a member of the Board since 1995, and was an Independent Director of the Company. Mr. Alfonso was a member of the Executive and Audit Committees of the Board of Directors and chairs the Compensation Committee. Mr. Alfonso was Vice Chairman of the Board of Trustees of the Asian Institute of Management. Other directorships, trusteeships and affiliations were:
Vice Chairman, Board of Trustees, Executive Director
Asian Institute of Management Scientific Research Foundation, Inc.
Director AIG Global Fund, Inc. Director Andorra Ventures Corporation Director Bacnotan Consolidated Industries, Inc. Chairman, Director e-Meralco Ventures, Inc. Director First Philippine Realty Corporation Director First Private Power Corporation Director Franklin Baker Company of the Philippines Director Lopez Holdings Corporation Director PHILAM Bond Fund, Inc. Director PHILAM Dollar Bond Fund, Inc. Director PHILAM Managed Income Fund, Inc. Director PHILAM Fund, Inc. Director Strategic Growth Fund, Inc. Director Philippine Investment Management, Inc. Member RP Thailand Business Council Co-Vice Chair, Executive Committee
Philippine Malaysia Business Council
Chairman STI, Inc. Founding Governor and Chairman
STI – Information and Communications Technology Academy
Trustee Coca-Cola Foundation of the Philippines Trustee First Philippine Conservation, Inc. Trustee Knowledge Channel Foundation, Inc. President Lopez Group Foundation, Inc. Trustee Philippine Foundation for Global Concerns, Inc. Trustee STI Foundation
MONICO JACOB Mr. Jacob, born in 1945, 68, Filipino, has been a member of the Board since 2001. Mr. Jacob is an Independent Director and is a member of the Finance of the Board of Directors. He is also the chair of the Audit Committee. 8 Mr. Alfonso passed away on Friday, April 5, 2013.
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Other directorships are:
President and Chief Executive Officer STI Education Services Group Concurrent Chairman Informations and Communications
Technology Academy (iAcademy) President and Chief Executive Officer PhilPlans First, Inc. President and Chief Executive Officer Philhealth First, Inc. Chairman Global Resource for Outsourced Workers,
Inc. Chairman Accent/STI Banawe Management, Inc. Director Advent Capital and Finance Corporation Director Mindanao Energy Systems Director Phoenix Petroleum Philippines Director Philippine Dealing Systems Director STI-Universal Workers, Inc.
CEZAR P. CONSING Mr. Consing, born in 1960, 52, Filipino, was elected as an Independent Director of the Company in 2010. He is the chair of the Finance Committee of the Board of Directors. Mr. Consing was appointed president of the Bank of the Philippine Islands effective April 18, 2013. Mr. Consing was a partner with The Rohatyn Group, a New York-based investment management company, and was an investment banker with J.P. Morgan & Co. from 1985 to 2004. Other directorships are:
Director Premier Development Bank Director Bank of the Philippine Islands Director CIMB Group Holdings Director CIMB Group And. Berhad Director First Gen Corporation
Independent Adviser – Board of Directors Mr. Washington SyCip is an Independent Adviser to the JFC Board of Directors. CORPORATE OFFICERS Effective January 1, 2013, the Corporate Officers are Messrs. Tony Tan Caktiong, Ernesto Tanmantiong, William Tan Untiong, Ysmael V. Baysa, John Victor Tence and Daniel Rafael Ramon Z. Gomez. YSMAEL V. BAYSA Mr. Baysa, born in 1956, 58 Filipino, is the Company’s Vice-President for Corporate Finance, Chief Finance Officer and Compliance Officer. He joined the Company in 2003. Previously, Mr. Baysa was Senior Vice-President for Financial Comptrollership, Human Resources and Corporate Planning of Union Bank. He was also Finance Director of Procter & Gamble from 1993 to 2001.
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JOHN VICTOR R. TENCE Mr. Tence, born in 1954, 59, Filipino, is the Vice-President for Corporate Human Resources. He joined the Company in 2003. He was formerly the Global HR Director of ON (formerly Motorola) Semiconductor for 20 years. DANIEL RAFAEL RAMON GOMEZ Mr. Gomez, born in 1972, 40, Filipino, is the Vice-President for Corporate Marketing and Chief Marketing Officer. He joined the Company in July 2008. He was previously Managing Director for Skin, Deodorants and Home Care of Unilever Philippines and prior to that, Category Director for Skin & Deodorants in the same company. VALERIE FERIA AMANTE Ms. Amante, born in 1974, 38, Filipino is the Assistant Corporate Secretary of the Company. She is also Assistant Vice-President and Head of Corporate Legal. She joined the Company in January 2007. She was previously connected with Ayala Land, Inc. and previous to that, SyCip Salazar Hernandez & Gatmaitan. HEADS OF LOCAL BUSINESS UNITS Following are the heads of the Company’s local business units: JOSE MA. A. MINANA, JR. Mr. Minana, born in 1964, 48, Filipino, is the President of Jollibee Business Unit (Philippines). He joined the Company in 2000 and was previously the National Business Unit Head of the Jollibee Business Unit. JOSEPH TANBUNTIONG Mr. Tanbuntiong, born in 1963, 50, Filipino joined the Company in 1993. Mr. Tanbuntiong was previously Head of the Jollibee Business Unit’s Restaurant Systems and Quality Management. He was appointed President of the Red Ribbon Philippines Business Unit effective April 16, 2008. FERNANDO S. YU, JR. Mr. Yu, born in 1967, 45, Filipino, is the General Manager of the Chowking Business Unit effective as of October 16, 2011. He joined the Company in 2004. He was previously the President of the Greenwich Business Unit and, before that, Head of the Metro Manila-South Regional Business Unit of the Jollibee Business Unit. FRANCIS ALDWIN FLORES Mr. Flores, born in 1976, 36, Filipino, is the General Manager of the Greenwich Business Unit effective as of October 1, 2011. He joined the Company in 2007. Prior to his designation as General Manager of the Greenwich Business Unit, Mr. Flores was Assistant Vice-President for Marketing of Jollibee USA and, before that, Marketing Head of Greenwich Business Unit.
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JUSTO S. ALANO III Mr. Alano, born in 1965, 47, Filipino, is the General Manager of the Mang Inasal Business Unit effective as of February 1, 2012. He joined the Company in 2006 and was formerly the Head of the Metro Manila-North Regional Business Unit of the Jollibee Business Unit. LEILA F. ACOSTA Ms. Acosta, born in 1967, 46, Filipino, is the Managing Director of the Burger King Business Unit effective as of May 28, 2012. She joined the Company in 1999 and was formerly one of the Operations Directors of the Jollibee Business Unit. HEADS OF INTERNATIONAL BRANDS Following are the officers of the Company’s international brands: ANDREW TAN Mr. Tan, born in 1956, 58, was President and Chief Executive Officer of the Company’s Yonghe King brand in China from June 2007 until August 2012. Mr. Tan was previously connected with McDonald’s Singapore as Operations Manager of McDonald’s Nanjing in 1995, General Manager in 1997, Regional Manager for East China in 1999, and finally, Vice President and General Manager of the North Region in 2005. RAYMOND SU Mr. Su, born in 1968 born in 1956, 45, took over as President of the Yonghe King brand in China in August 2012. Mr. Su was previously the Executive Vice-President of TESCO, East Region and, prior to that, was connected with Procter & Gamble. DR. POLLY YANG (CHUAN HUA YANG) Dr. Yang, born in 1967, 46, is the Vice President for Research and Development since 2008. Prior to this, Dr. Yang was a Professor in the Department of Restaurant, Hotel and Institutional Management in Fu Jen Catholic University. MAGGIE ZHANG Ms. Zhang, born in 1970, 42, was the General Manager of the Hongzhuangyuan brand which the Company acquired in 2008. She was previously the Market Director of Yonghe King brand. PAUL LAI Mr. Lai, born in 1964, 48, took over as President of the Hongzhuangyuan brand in China in June 2012. Prior to this, Mr. Lai was the General Manager of the SSP Shanghai Co. Ltd from 2001 to 2012.
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FRANKIE TAN CHIEWKUANG Mr. Tan, born in 1956, 56, is currently the President of Jollibee Foods Processing Pte. Ltd.9 Mr. Tan was previously the Chief Executive Officer of Country Foods Hongkong in 2009 and, concurrently, Senior Vice President (Special Projects) of SATS Limited. DU HAN Mr. Du, born in 1964, 49, is currently the President of Guangxi San Pin Wang Food and Beverage Management Co. Ltd.10 Mr. Du was previously the President and General Manager of Nanning San Pin Wang Food and Beverage Management Co., Ltd. HEADS OF CORPORATE SERVICES BENIGNO M. DIZON Mr. Dizon, born in 1957, 56, Filipino, has been Vice-President for Corporate Engineering since 2004. He was previously Assistant Vice-President for Engineering, and manager of the Construction and Design Department. WILLIAM S. LORENZANA, JR. Mr. Lorenzana, born in 1957, 56, Filipino, is the President of the Zenith Business Unit (commissary). He joined the Company in 2005 and was previously the Assistant Vice President for Logistics and Physical Distribution of United Laboratories, Inc. ANASTACIA S. MASANCAY Ms. Masancay, born in 1954, 59, Filipino, is the Vice-President for Corporate Audit and Other Businesses. Prior to this, Ms. Masancay held the positions of Vice-President for Comptrollership and Tax Management, Assistant Vice-President for Corporate Accounting, and Corporate Accounting Manager. SUSANA K. TANMANTIONG Ms. Tanmantiong, born in 1958, 55, Filipino, is the Purchasing Vice-President of the Company. She joined the Company in 1984, and previously held the positions of Assistance Vice-President for Purchasing, Purchasing Manager and Purchasing Assistant Manager. LAURO C. MATIAS Mr. Matias, born in 1962, 50, Filipino, is the head of Information Management and Chief Information Officer. He joined the Company in November 2010. Prior to this, Mr. Matias held leadership roles in the Sinarmas Group as Vice President and Chief IT Advisor. LIWAYWAY T. MATEO Ms. Mateo, born in 1966, 46, is the Vice-President for Corporate Quality Management.
9 Please see notes on commissary, infra page 5. 10 Please see notes on page 3.
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ERLINDA F. CASTRO Ms. Castro, born in 1957, 56, Filipino, is the branch head of Jollibee Worldwide Services, the Company’s shared services arm. She joined the Company in March 2006. Prior to this, she was an Associate Director in the Manila Service Center of Procter & Gamble’s Shared Services in Asia where she headed various accounting service functions. GRACE A. TAN CAKTIONG Ms. Tan Caktiong, born in 1949, 63, Filipino, is the President of the Jollibee Group Foundation, Inc. since 2004. She was previously connected with the Company as head of the Information Technology Division. Ms. Tan Caktiong brings to the Foundation her extensive experience in business management and leadership in socio-civil activities. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Tony Tan Caktiong, Ernesto Tanmantiong, William Tan Untiong and Joseph Tanbuntiong are brothers. Ang Cho Sit is the brother-in-law of Tony Tan Caktiong. Susana K. Tanmantiong is the wife of Ernesto Tanmantiong, and sister-in-law of Tony Tan Caktiong and William Tan Untiong. Antonio Chua Poe Eng is the brother-in-law of Tony Tan Caktiong, Ernesto Tanmantiong and William Tan Untiong. Grace A. Tan is the wife of Tony Tan Caktiong. Some of the Company’s directors own franchises or have minority interests in companies which own and operate franchised stores of the Company. All such franchises are subject to contracts which have been entered into in on an arms-length basis and on terms similar to those granted to other franchisees. INVOLVEMENT IN LEGAL PROCEEDINGS Neither the Company nor any of its directors or officers were involved in any bankruptcy petition, or have been convicted by final judgment by any court, or have been subject to any order, judgment or decree or have violated a securities or commodities law within the past five (5) years.
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10. Executive Compensation
Name and Position Year Salary (PhP) Bonus (PhP) Total (PhP)
Tony Tan Caktiong Chairman, President and Chief Executive Officer
Ernesto Tanmantiong Treasurer, Executive Vice-President and Chief Operating Officer
2011
65,145,940
24,162,295
89,308,235
Joseph Tanbuntiong President – Red Ribbon Business
2012
51,672,391
28,307,475
79,979,866
Ysmael V. Baysa Chief Finance Officer
2013*
55,759,040
32,242,806
88,001,846
Jose Maria A. Minana President – Jollibee Business Unit
All other officers and directors as a group unnamed
2011
205,961,663
69,968,749
275,930,411
2012 203,384,384 76,411,441 279,795,825 2013* 218,686,566 93,285,778 311,972,344 * Estimate COMPENSATION OF DIRECTORS Standard Arrangements Directors of the Company receive a per diem of PhP60,000.00 for attendance in a Board meeting. Board meetings are scheduled quarterly. A director who attends all regular meetings earns a total of PhP240,000.00 annually. In addition, the Company instituted a performance-based incentive for its directors. The incentive shall be determined by the Compensation Committee.
Other Arrangements The Company has no other arrangements pursuant to which a director is compensated or to be compensated, directly or indirectly. Employment Contracts The Company maintains standard employment contracts with executive officers. The contracts provide for annual salary increases and bonuses. Other than these employment contracts, there are no special compensatory plans or arrangements which results from the resignation, retirement or any other termination of employment of executive officers other than the Company’s retirement plan which is made applicable to all of the Company’s employees.
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Senior Management Stock Option and Incentive Plan [Please see page 89]
Outstanding Warrants There are no outstanding warrants held by the Chief Executive Officer, other officers and directors as a group. 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) SECURITY OWNERSHIP OF CERTAIN RECORD AND BENEFICIAL OWNERS
Title of Class
Name and Address of Record Owner
Name of Beneficial Owner and Relationship with Record Owner
Citizenship No. of Shares Held
Percent
Common Hyper Dynamic Corporation 6th Floor Jollibee Center San Miguel Ave., Pasig City
Majority of the shares in Hyper Dynamic Corporation are owned or controlled by Tony Tan Caktiong and certain relatives within the second degree of consanguinity or affinity.
Filipino 273,218,750 26.14
Common PCD Nominee Corporation G/F Makati Stock Exchange 6767 Ayala Ave., Makati City
Approximately 646,528 scripless shares lodged with Deutsche Regis Partners Inc. are owned by Queenbee Resources Corporation, a special purpose vehicle which is the issuer of warrants over such shares.
Non-Filipino
305,311,83011
29.21
Common Honeysea Corporation 6th Floor Jollibee Center San Miguel Ave., Pasig City
Majority of the shares in Hyper Dynamic Corporation are owned or controlled by Tony Tan Caktiong and certain relatives within the second degree of consanguinity or affinity.
Filipino 127,743,747 12.22
11 Net of indirect shares of JFC directors and officers.
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Title of Class
Name and Address of Record Owner
Name of Beneficial Owner and Relationship with Record Owner
Citizenship No. of Shares Held
Percent
Common PCD Nominee Corporation G/F Makati Stock Exchange 6767 Ayala Ave., Makati City
Filipino 73,113,73012
6.99
Common Winall Holding Corporation
Majority of the shares in Winall Holding Corporation are owned or controlled by certain relatives within the fourth degree of consanguinity or affinity.
Filipino 54,140,736 5.18
(B) Security Ownership of Management The common shares of the Company owned by its directors are as follows
Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Tony Tan Caktiong
Filipino
Direct -
14,715,203
Total: 1.46%
Chairman, President and Chief Executive Officer
Indirect (through Deutsche)
564,000
Ernesto Tanmantiong
Filipino
Direct
4,178,951
Total: 0.44%
Treasurer, Executive Vice-President and Chief Operating Officer
Indirect (through Deutsche)
457,019
William Tan Untiong
Filipino
Direct
6,607,722
Total: 0.66%
Corporate Secretary and Vice-President for Real Estate
Indirect (through Deutsche)
279,667
Ang Cho Sit
Filipino
Direct
11
Total: 0.0%
Director Indirect (through Deutsche)
Antonio Chua Poe Eng
Filipino
Direct
1
Total: 0.3%
12 Net of indirect shares of JFC directors and officers.
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Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Director (Indirect through Honeyworth)13
2,713,815
C.J. Artemio V. Panganiban
Filipino
Direct
0
Director Indirect (through Deutsche)
1 Total: 0.0%
Felipe B. Alfonso
Filipino
Direct
1
Total: 0.0%
Director Indirect (through Deutsche)
0
Monico Jacob
Filipino
Direct
100
Total: 0.0%
Director Indirect (through Deutsche)
0
Cezar P. Consing
Filipino
Direct
1
Total: 0.0%
Director Indirect (through Deutsche)
0
The common shares of the Company’s corporate officers are:
Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Ysmael V. Baysa
Filipino
Direct
511,667
Total: 0.1%
Chief Finance Officer, Vice President for Corporate Finance
Indirect (through Deutsche
0
John Victor R. Tence
Filipino
Direct
100,000
Total: 0.0%
Vice President for Corporate Human Resources
Indirect (through Deutsche
38,095
Daniel Rafael Ramon Gomez
Filipino
Direct
0
Total: 0.0%
Vice President for Indirect 13 As disclosed in Antonio Chua Poe Eng’s SEC Form 23-B.
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Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Corporate Marketing (through Deutsche
0
The common shares of the Heads of the Local Business Units are: Name and Position Citizenship Nature of
Beneficial Ownership
Number of Shares
Percent of Class
Jose Ma. A. Minana Jr.
Filipino
Direct
102,398
Total: 0.0%
President, Jollibee Philippines
Indirect (through Deutsche
114,000
Joseph Tanbuntiong
Filipino
Direct
14,630
Total: 0.0%
President, Red Ribbon Business Unit
Indirect (through Deutsche
0
Fernando S. Yu, Jr.
Filipino
Direct
0
Total: 0.0%
General Manager, Chowking Business Unit
Indirect (through Deutsche
0
Francis Aldwin E. Flores
Filipino
Direct
0
Total: 0.0%
General Manager, Greenwich Business Unit
Indirect (through Deutsche
0
Justo S. Alano III
Filipino
Direct
0
Total: 0.0%
General Manager, Mang Inasal Business Unit
Indirect (through Deutsche
0
Leila F. Acosta
Filipino
Direct
6,197
Total: 0.0%
Managing Director, Burger King Business Unit
Indirect (through Deutsche
0
The common shares of the Heads of Corporate Services are:
Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Benigno M. Dizon
Filipino
Direct
52,514
Total: 0.0%
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Name and Position Citizenship Nature of Beneficial
Ownership
Number of Shares
Percent of Class
Vice President for Engineering
Indirect (through Deutsche
0
William S. Lorenzana Jr.
Filipino
Direct
83,334
Total: 0.0%
Vice President for Corporate Supply Chain
Indirect (through Deutsche
0
Anastacia S. Masancay
Filipino
Direct
300,000
Total: 0.0%
Vice-President for Corporate Audit
Indirect (through Deutsche
186,000
Susana K. Tanmantiong
Filipino
Direct
560,857
Total: 0.1%
Vice-President for Corporate Purchasing
Indirect (through Deutsche
138,000
Lauro C. Matias
Filipino
Direct
0
Total: 0.0%
Vice President for Corporate Information Management
Indirect (through Deutsche
0
Liwayway Mateo
Filipino
Direct
4,500
Total: 0.0%
Vice President for Corporate Quality Management
Indirect (through Deutsche
0
Erlinda F. Castro
Filipino
Direct
0
Total: 0.0%
Branch Head, Jollibee Worldwide Services; Head – Shared Services
Indirect (through Deutsche
0
(C) VOTING TRUST AGREEMENTS
There are no voting trust agreements granting any person the right to exercise the voting rights of a holder of 5% or more of a class of shares.
(D) CHANGES IN CONTROL There are no arrangements which may result in a change in control of the Company.
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12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Some of the Company’s directors own franchises or have minority interests in companies which own and operate franchised stores of the Company. All such franchises are subject to contracts which have been entered into on an arms-length basis and on terms similar to those granted to other franchisees. The Company has no parent company. The Company has no transaction with promoters. PART IV. CORPORATE GOVERNANCE 13. CORPORATE GOVERNANCE The Company has adopted a Manual of Corporate Governance (“Manual”) which was filed with and duly approved by the SEC. Under the terms of the Manual, the Company is required to measure compliance by the Board of Directors and management with the terms of the Manual. Pursuant to the Manual, the Compliance Officer is required annually to prepare a self-rating report on the extent of the Company’s compliance with the Manual, explaining reasons for deviation, if any. On April 1, 2013, the Company submitted its duly-accomplished Disclosure Template for the Corporate Governance Guidelines for Listed Companies to the Philippine Stock Exchange. PART V. EXHIBITS AND SCHEDULES Please see annexes hereto.