2013 Definitive Information Statement

Transcription

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 20-IS
Information Statement Pursuant to Section 20 of The Securities Regulations Code
1.
Check the appropriate box:
Preliminary Information Statement
9
Definitive Information Statement
2.
Name of Company as specified in its charter: JOLLIBEE FOODS CORPORATION
3.
Province, country or other jurisdiction of incorporation or organization: MANILA, PHILIPPINES
4.
SEC Identification Number: 77487
5.
BIR Tax Identification Code: 000-388-771
6.
Address of principal office: 10/F JOLLIBEE PLAZA BLDG., EMERALD AVE., PASIG CITY
7.
Company’s telephone number, including area code: (632) 634-1111
8.
Date, time and place of the meeting of security holders:
JUNE 28, 2013 AT 2:00 PM, PSE AUDITORIUM, PSE BUILDING, EXCHANGE ROAD,
ORTIGAS CENTER, PASIG CITY
9.
Approximate date on which the Information Statement is first to be sent or given to security holders:
JUNE 5, 2013.
10.
In case of Proxy Solicitations:
Name of Person Filing the Statement/Solicitor: N/A
Address and Telephone Number: N/A
10.
Securities registered pursuant to Sections 4 and 8 of the RSA (information on number of shares and
amount of debt is applicable only to corporate registrants):
Number of shares of
Common stock outstanding
Title of each Class
Common
Treasury Shares:
Common
1,046,224,587
16,447,340
Note: Total outstanding common shares inclusive of 244,573 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. It also includes 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.
11.
Are any or all of Company's securities listed in the Philippine Stock Exchange?
Yes
9
No
2
GENERAL INFORMATION
NO SOLICITATION SHALL BE CONDUCTED AND NO PROXIES SHALL BE
SOLICITED FOR PURPOSES OF THE COMPANY’S REGULAR STOCKHOLDERS’
MEETING TO BE HELD ON JUNE 28, 2013.
DATE, TIME AND PLACE OF MEETING OF SECURITY HOLDERS
The Annual Stockholders’ Meeting of Jollibee Foods Corporation (the “Company”) will be held on June 28,
2013 at 2:00 p.m. at the PSE Auditorium, Pasig City (the “Meeting”). This Information Statement shall be
first distributed to the stockholders of record as of May 31, 2013 on or before June 5, 2013.
The Company’s mailing address is at the 10/F Jollibee Plaza Building, Emerald Avenue, Ortigas Center,
Pasig City, Metro Manila
DISSENTERS’ RIGHT OF APPRAISAL
There are no corporate matters or actions that will entitle dissenting stockholders to exercise their right of
appraisal as provided in Title X of the Corporation Code. In any event, the Company shall observe the
procedure set forth in Title X of the Corporation Code with respect to a dissenters’ right of appraisal. 1
INTERESTS OF PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
None of the directors or officers of the Company, or any nominee to the Board of Directors or any associate
of the foregoing persons have substantial interest, direct or indirect, by security holdings or otherwise, in any
matter to be acted upon during the Meeting. Likewise, there are no persons who have substantial interest,
directly or indirectly in any matter to be acted upon, other than elections to office.
There is no director who has informed the Company in writing that he or she intends to oppose any action to
be taken by the Company at the meeting.
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Section 82. How right is exercised. – The appraisal right may be exercised by any stockholder who shall have voted against the proposed
corporate action, by making a written demand on the corporation within thirty (30) days after the date on which the vote was taken for payment of the
fair value his shares: Provided, That failure to make the demand within such period shall be deemed a waiver of the appraisal right. If the proposed
corporate action is implemented or affected, the corporation shall pay to such stockholder, upon surrender of the certificate or certificates of stock
representing his shares, the fair value thereof as of the day prior to the date on which the vote was taken, excluding any appreciation or depreciation
in anticipation of such corporate action.
If within a period of sixty (60) days from the date the corporate action was approved by the stockholders, the withdrawing stockholder and
the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by three (3) disinterested persons, one of whom
shall be named by the stockholder, another by the corporation, and the third by the two thus chosen. The findings of the majority of the appraisers
shall be final, and their award shall be paid by the corporation within thirty (30) days after such award is made; Provided, That no payment shall be
made to any dissenting stockholder unless the corporation has unrestricted retained earnings in its books to cover such payment: and Provided,
further, That upon payment by the corporation of the agreed or awarded price, the stockholder shall forthwith transfer his shares to the corporation.
3
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
(a)
The Company has, as of the date of the preparation of this Report, 1,046,195,554 2
outstanding common shares of stock and each share is entitled to one vote.
(b)
Pursuant to the Resolution of the Board of Directors at a meeting held on May 14, 2013 the
Board fixed May 31, 2013 as the record date for purposes of determining stockholders
entitled to notice of and to vote at the Meeting.
(c)
Pursuant to Article III, Section 2 of the Company’s by-laws, a stockholder may vote during
the Meeting either in person or by proxy.
Applying Section 24 of the Corporation Code, each stockholder may vote in any of the
following manner:
1)
2)
He/she may vote such number of shares for as many persons as there are directors to
be elected;
He/she may cumulate said shares and give one candidate as many votes as the
number of directors to be elected multiplied by his shares; or
3)
He/she may distribute them on the same principle among as many candidates as he
shall see fit.
In any of the foregoing instances, the total number of votes cast by the shareholder shall not
exceed the number of shares owned by him/her as shown in the books of the Company
multiplied by the whole number of directors to be elected.
(d)
Security Ownership of Certain Record and Beneficial Owner and Management
Security Ownership of Certain Record and Beneficial Owners (as of April 30, 2013):
Title of
Class
Name and Address of Record
Owner
Common
Hyper Dynamic Corporation
6th Floor Jollibee Center
San Miguel Ave., Pasig City
Common
PCD Nominee Corporation
G/F Makati Stock Exchange
Name of Beneficial
Owner and
Relationship with
Record Owner
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.
Citizenship
Filipino
273,218,750
26.12
Approximately
646,528 scripless
NonFilipino
306,294,564 3
29.28
2
As of May 16, 2013.
3
Net of indirect shares of JFC directors and officers.
4
No. of Shares
Held
Percent
Title of
Class
Name and Address of Record
Owner
6767 Ayala Ave., Makati City
Common
Honeysea Corporation
6th Floor Jollibee Center
San Miguel Ave., Pasig City
Common
PCD Nominee Corporation
G/F Makati Stock Exchange
6767 Ayala Ave., Makati City
Winall Holding Corporation
Common
Jollibee Centre, San Miguel Avenue
Ortigas Center Pasig City
Name of Beneficial
Owner and
Relationship with
Record Owner
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.
in Hyper Dynamic
Corporation are
owned or controlled
by Tony Tan Caktiong
and certain relatives
within the second
degree of
consanguinity or
affinity.
in Winall Holding
Corporation are
owned or controlled
by certain relatives
within the fourth
degree of
consanguinity or
affinity.
Citizenship
No. of Shares
Held
Percent
Filipino
127,743,747
12.21
Filipino
76,460,055 4
7.31
Filipino
54,140,736
5.18
Security Ownership of Directors (as of April 30, 2013):
Name and Position
Tony Tan Caktiong
Chairman, President and
Chief Executive Officer
4
Citizenship
Filipino
Nature of
Beneficial
Ownership
Direct Indirect
(through
Deutsche)
Net of indirect shares of JFC directors and officers.
5
Number of
Shares
14,715,203
564,000
Percent of
Class
Total: 1.46%
Name and Position
Citizenship
Direct
Indirect
(through
Deutsche)
6,607,722
Filipino
Direct
Indirect
(through
Deutsche)
11
Total: 0.0%
Filipino
Direct
(Indirect
through
Honeyworth) 5
1
Total: 0.2%
Direct
0
Indirect
(through
Deutsche)
1
Direct
Indirect
(through
Deutsche)
1
Direct
Indirect
(through
Deutsche)
100
Direct
Indirect
(through
Deutsche)
1
William Tan Untiong
Filipino
Corporate Secretary and
Vice-President for Real
Estate
Director
Director
C.J. Artemio V.
Panganiban
Filipino
Director
Felipe B. Alfonso 6
Filipino
Director
Monico Jacob
Filipino
Director
Cezar P. Consing
Percent of
Class
4,178,951
Filipino
Antonio Chua Poe Eng
Number of
Shares
Direct
Indirect
(through
Deutsche)
Ernesto Tanmantiong
Treasurer, Executive VicePresident and Chief
Operating Officer
Ang Cho Sit
Nature of
Beneficial
Ownership
Filipino
Director
5
As disclosed in Antonio Chua Poe Eng’s SEC Form 23-B.
6
Mr. Alfonso passed away on April 5, 2013.
6
Total: 0.44%
457,019
Total: 0.66%
279,667
2,513,665
Total: 0.0%
Total: 0.0%
0
Total: 0.0%
0
0
Total: 0.0%
Security Ownership of Corporate Officers (as of April 30, 2013):
Name and Position
Ysmael V. Baysa
Citizenship
Nature of
Beneficial
Ownership
Filipino
Chief Finance Officer, Vice
President for Corporate Finance
John Victor R. Tence
Filipino
Vice President for Corporate
Human Resources
Daniel Rafael Ramon Gomez
Filipino
Vice President for Corporate
Marketing
Number of
Shares
Direct
Indirect
(through
Deutsche
511,667
Direct
Indirect
(through
Deutsche
100,000
Direct
Indirect
(through
Deutsche
0
Percent of Class
Total: 0.0%
0
Total: 0.0%
38,095
Total: 0.0%
0
The aggregate number of shares directly owned by all officers and directors as a group as of April 30, 2013
is 37,579,286 shares or approximately 3.6% of Company’s outstanding capital stock (net of treasury shares).
There is no voting trust agreement or any similar agreement for persons holding more than 5% of a class.
There is no arrangement that may result in a change in control of Company.
(e)
There has been no change in control of the Company since the beginning of its last fiscal
year.
DIRECTORS AND EXECUTIVE OFFICERS
(a)
Directors and Executive Officers
The Company’s directors are:
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
Director
Fresh N’Famous Foods, Inc.
Mang Inasal Phils., Inc.
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Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Coffeetap Corporation
BK Titans, Inc.
PFN Holdings, Corp.
Perf Restaurants, Inc.
Perf Trinoma, Inc.
Perf MOA Pasay, Inc.
RRB Holdings, Inc.
Red Ribbon Bakeshop, Inc.
Honeybee Foods Corp.
Red Ribbon Bakeshop Inc. (USA)
Doubledragon Properties Corp.
Honeystar Holdings Corp.
Chanceux, Inc.
Jollibee Worldwide Pte. Ltd.
Belmont Enterprises Ventures Ltd.
Jollibee International (BVI) Ltd.
WJ Investments Limited
JSF Investments Pte. Ltd.
Golden Plate Pte. Ltd.
Golden Beeworks Pte. Ltd.
SF Vung Tau Joing Stock Company
Blue Sky Holdings Ltd.
Southsea Binaries Limited
Jollibee Foods Processing Pte. Ltd.
Jollibee (China) Food & Beverage Management Co. Ltd.
Guangxi San Pin Wang Food & Beverage Co. Ltd.
Beijing New Hongzhuangyuan Food & Beverage
Management Co. Ltd.
Shanghai Yong He King Food & Beverage Management
Co. Ltd.
Hangzhou Yonghe Food and Beverage Co. Ltd.
Hangzhou Yongtong Food and Beverage Co. Ltd.
Tianjin Yong He King Food & Beverage Co. Ltd.
Beijing Yong He King Food and Beverage Co. Ltd.
Shenzhen Yong He King Food and Beverage Co. Ltd.
Wuhan Yonghe King Food and Beverage Co. Ltd.
Jollibee Foods Processing (Anhui) Co. Ltd.
Yong He Holdings Co. Ltd.
Centenary Ventures Limited
Colossus Global Limited
Granite Management Limited
Cosmic Resources Limited
All Great Resources Limited
Eastpower Resources Limited
Eaglerock Developments Limited
Shanghai Belmont Enterprises Management & Adviser
Co. Ltd.
Mainspring Resources Corporation
Mary’s Foods Corporation
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Director
Director
Director
Director
Board Member
Trustee
Trustee
Trustee
Member
Member
Founding Convenor
Queenbee Resources Corporation
First Gen Corporation
Centregold Corporation
Philippine Long Distance Telephone Company
Temasek Foundation
Asian Institute of Management
St. Luke’s Medical Hospital
Philippine Academy of Sakya, Inc.
Chief Executives Organization, Inc.
World Presidents’ Organization
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
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Coffeetap Copooration
BK Titans, Inc.
RRB Holdings, Inc.
Grandworth Resources Corporation
Zenith Foods Corp.
Doubledragon Properties Corp.
Chanceux, Inc.
JC Properties & Ventures Corporation
Jollimart Corporation
Beeguards Corporation
Honeyworth Corporation
Zenith Foods Corporation
Antares Holdings, Inc.
Kingsworth Corporation
Adgraphix, Inc.
9
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Co. Ltd.
Shenzhen Yong He King Food and Beverage Co. Ltd.
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.
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Commissioner
Director
Commissioner
BK Titans, Inc.
PFN Holdings, Corp.
Perf Restaurants, Inc.
Perf Trinoma, Inc.
Perf MOA Pasay, Inc.
Zenith Foods Corp.
Chanceux, Inc.
Adgraphix, Inc.
Grandworth Resources Corp.
Jollibee Worldwide Pte. Ltd.
Jollibee International (BVI) Ltd.
Jollibee Hong Kong Ltd.
Hanover Holdings Ltd.
P.T. Jollibee Indonesia
Jollibee Vietnam Co. Ltd.
P.T. Chowking Indonesia
10
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Golden Beeworks Pte. Ltd.
Co. Ltd.
All Great Resources Limited
Tutuban Chow Foods Corporation
Antares Holdings, Inc.
Mary’s Foods Corporation
Centergold Corporation
Winall Holdings Corporation
Beeguards 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.
Director
Director
Director
Director
Director
Director
Venice Corporation
Grandworth Resources Corporation
A-Star Holding Company
Longshore Corporation
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.
Chairman, President
11
Director
Director
Albany Resources 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
Independent Adviser
Senior Adviser
Chairman, Board of Advisers
Chairman, Board of Trustees
President
Adviser
Adviser
Adviser
Adviser
Adviser
Meralco
Petron Corporation
Bank of the Philippine Islands
First Philippine Holdings Corp.
Metro Pacific Tollways Corp.
Metro Pacific Investment Corp.
GMA Holdings
Asian Terminals
Robinsons Land Corp.
Philippine Long Distance Telephone Co.
(PLDT)
Metropolitan Bank and Trust Company
Metrobank Foundation
Foundation for Liberty and Prosperity; and
Philippine Dispute Resolution Center, Inc.
Manila Cathedral – Basilica Foundation
Mapua Blue Falcon Honor Society
Dela Salle University College of Law
Asian Institute of Management Corporate
Governance Center
World Bank
Johann Strauss Society
FELIPE B. ALFONSO
Mr. Alfonso, born in 1937, 7 76, Filipino, has been 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
7
Asian Institute of Management Scientific Research
Foundation, Inc.
Mr. Alfonso passed away on Friday, April 5, 2013.
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Director
Director
Director
Chairman, Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Director
Member
Co-Vice Chair, Executive
Committee
Chairman
Founding Governor and
Chairman
Trustee
Trustee
Trustee
President
Trustee
Trustee
AIG Global Fund, Inc.
Andorra Ventures Corporation
Bacnotan Consolidated Industries, Inc.
e-Meralco Ventures, Inc.
First Philippine Realty Corporation
First Private Power Corporation
Franklin Baker Company of the Philippines
Lopez Holdings Corporation
PHILAM Bond Fund, Inc.
PHILAM Dollar Bond Fund, Inc.
PHILAM Managed Income Fund, Inc.
PHILAM Fund, Inc.
Strategic Growth Fund, Inc.
Philippine Investment Management, Inc.
RP Thailand Business Council
Philippine Malaysia Business Council
STI, Inc.
STI – Information and Communications Technology
Academy
Coca-Cola Foundation of the Philippines
First Philippine Conservation, Inc.
Knowledge Channel Foundation, Inc.
Lopez Group Foundation, Inc.
Philippine Foundation for Global Concerns, Inc.
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.
President and Chief Executive Officer
Concurrent Chairman
Chairman
Chairman
Director
Director
Director
Director
Director
STI Education Services Group
Informations
and
Communications
Technology Academy (iAcademy)
PhilPlans First, Inc.
Philhealth First, Inc.
Global Resource for Outsourced Workers,
Inc.
Accent/STI Banawe Management, Inc.
Advent Capital and Finance Corporation
Mindanao Energy Systems
Phoenix Petroleum Philippines
Philippine Dealing Systems
STI-Universal Workers, Inc.
13
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 is the president of the Bank of the Philippine Islands effective. Before this, 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.
Director
Director
Director
Director
Director
Premier Development Bank
Bank of the Philippine Islands
CIMB Group Holdings
CIMB Group And. Berhad
First Gen Corporation
Attendance in Board Meetings in 2012
In 2012, the Board of Directors met six (6) times during the period from January to December. Mr. Tan
Caktiong, Mr. Tan Untiong, Mr. Chua Poe Eng and Mr. Consing each had one absence.
Independent Directors
In connection with SEC Memorandum Circular No. 9 (s. 2011), an independent director can serve for five
(5) consecutive years, provided that service for a period for at least six (6) months shall be equivalent to one
(1) year, regardless of the manner by which the position as relinquished or terminated. After completion of
the five-year period, an independent director shall be ineligible for election as such for two (2) years. After
serving as independent director for ten (10) years, he or she shall be perpetually barred from being elected as
such in the Company. This shall be applicable to all independent directors elected as of June 2012.
Independent Adviser – Board of Directors
Mr. Washington SyCip is an Independent Adviser to the JFC Board of Directors.
The Certifications of Independent Directors are attached hereto as Annex “E”
The Company’s directors were nominated and voted for by the stockholders during the Company’s Annual
Stockholders’ Meeting on June 22, 2012.
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 and Chief
Finance 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.
14
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.
SIGNIFICANT EMPLOYEES
Other than the mentioned directors and executive officers and the entire workforce of the Company, the
Company has no employees expected to make a significant contribution to the business.
INVOLVEMENT IN LEGAL PROCEEDINGS
None of the directors, executive officer or nominees for election as director or executive officer has been
involved for the past five (5) years in any litigation that would affect their integrity and ability to manage the
Company.
(b)
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.
The Company has no parent company.
The Company has no transaction with promoters.
(c)
No Director has resigned or declined to stand re-election to the Board of Directors since the date of
the last annual meeting.
NOMINATION AND ELECTION PROCEDURES
The Company’s By-laws provide:
Section 12. NOMINATION OF DIRECTORS. The Board shall constitute a Nomination Committee in
accordance with Article IV, Section 9 of these By-Laws.
15
Nomination to the Board of Directors (including the independent director) shall be submitted to the
Nominations Committee for consideration by the latter prior to the annual meeting of the stockholders or a
special meeting called for the purpose of electing the Corporation’s Directors. All such submissions shall be
signed by the stockholders nominating a particular nominee together with the written acceptance of such
nominee. The Nominations Committee shall review the qualifications of the nominees for directors and
prepare a final list of candidates. (As amended on June 27, 2008).
After such nomination process, the Nominations Committee shall prepare a Final List of Candidates
containing all information about all nominees for directors. All nominations for election of Directors by
stockholders must be submitted in writing to the Corporate Secretary at least Fifteen (15) Business Days
prior to the date of the relevant stockholders’ meeting.
The Final List of Candidates shall be made available to the Securities and Exchange Commission (“SEC”)
and to all stockholders through the Information or Proxy Statement. The name of the person or group of
persons who submitted a particular nominee’s name shall be identified in such report including any
relationship with the nominee.
Only nominees whose names appear on the Final List of Candidates shall be eligible for election as directors.
No other nominations shall be entertained or allowed on the floor during the annual stockholders meeting.
(As amended on June 27, 2008).
Section 13. ELECTION OF DIRECTORS. Subject to existing laws, rules and regulations of the SEC or
any stock exchange having jurisdiction over the Company, the conduct of election of directors shall be made
in accordance with the standard election procedures contained in these By-Laws.
It shall be the responsibility of the Chairman of the meeting to inform all stockholders of the requirement of
electing independent directors. The Chairman of the Meeting shall ensure that the independent director is
elected during the stockholders’ meeting.
Specific slots for independent Directors shall not be filled up by unqualified nominees. (As amended on June
27, 2008).
The nine (9) directors of the Corporation shall be elected by plurality vote at the annual meeting of the
stockholders for the year at which a quorum is present. At each election for directors every stockholder shall
have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as
there are directors to be elected, or to cumulate his votes by giving one candidate as may votes as the number
of such directors multiplied by the number of his shares shall equal, or by distributing such votes as the same
principle among any number of candidates. The persons receiving the first nine (9) highest number of votes
shall be the directors. (As amended on June 27, 2008).
In the event of a failure of election for independent directors, the Chairman of the Meeting shall call a
separate election during the same meeting to fill up the vacancy. (As amended on June 24, 2005)
NOMINEES FOR DIRECTORS
As of the preparation of this Report, all the above incumbent members of the Board of Directors, including
the independent directors, are the Management’s nominees for re-election in the next election for
membership in the Board. None of the nominating directors are related to the nominee for the independent
director.
16
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to Part IV, Paragraph (B) of Annex C of SRC Rule 12, below is a summary compensation table of
the Chief Executive Officer and the four (4) most highly compensated officers of the Company:
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
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
Jose Maria A. Minana
President – Jollibee Business Unit
All other officers and directors as a
group unnamed
* 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
17
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.
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.
18
The movements in the number of stock options outstanding and related weighted average exercise prices
(WAEP) are as follows:
2011
2012
Total options granted
as at end of year
Number of
Options
WAEP
Number of
Options
WAEP
Number of
Options
WAEP
29,808,694
P
=53.07
26,790,664
P
=46.89
23,273,694
P
=40.39
P
=52.39
15,904,997
P
=43.46
15,911,282
P
=39.43
107.9
3,516,970
89.90
3,172,744
57.77
41.8
(1,507,813)
43.07
(2,730,984)
36.78
80.52
(408,759)
62.03
(448,045)
42.36
Outstanding at beginning
of year
17,505,395
Options granted during
the year
3,018,030
Options exercised during
the year
(3,375,915)
Options forfeited during
the year
(359,454)
Outstanding at end
of year
16,788,056
Exercisable at end of
year
2010
10,367,798
P
=63.90
17,505,395
P
=52.39
15,904,997
P
=43.46
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 =
P71.74 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 =
P22.77, 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
1st
2nd
3rd
4th
5th
6th
7th
8th
9th
Year of
Grant
2004
2005
2006
2007
2008
2009
2010
2011
2012
Dividend
Yield
1.72%
1.72%
1.72%
1.70%
1.80%
2.00%
2.00%
2.00%
2.00%
Expected Stock Price
Life o on Grant
Expected Risk-free Inte
Date
the Option
Volatility
Rate
36.91%
6.20 5-7 years
=
P24.00
36.91%
6.20 5-7 years
29.00
36.91%
6.20 5-7 years
35.00
28.06%
6.41 3-4 years
52.50
26.79%
8.38 3-4 years
34.00
30.37%
5.28 3-4 years
48.00
29.72%
5.25 3-4 years
70.00
34.53%
4.18 3-4 years
89.90
28.72%
3.50 3-4 years
107.90
Exercise
Price
=20.00
P
27.50
32.32
50.77
39.85
45.45
57.77
89.90
107.90
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
19
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:
2011
2012
Total options given
as of end of year
Number of
Options
66,499,999
Outstanding at beginning
of year
27,674,569
Options granted during
the year
23,600,000
Options exercised during
the year
(12,962,905)
Options forfeited during
the year
(499,999)
Outstanding at end of
year
37,811,665
Exercisable at end of
year
7,411,665
WAEP
Number of
Options
P
=55.94
2010
WAEP
Number of
Options
WAEP
43,149,999
P
=29.38
42,399,999
P
=29.20
P
=32.52
30,661,735
P
=32.72
33,387,498
P
=31.53
105.00
750,000
39.85
250,000
39.85
24.19
(787,166)
20.00
39.85
(2,950,000)
39.85
–
–
P
=80.51
27,674,569
P
=32.52
30,661,735
P
=32.72
P
=39.85
10,224,570
P
=20.00
11,011,736
P
=20.00
20
(2,975,763)
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 =
P7.26 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
1st
2nd
3rd
Year
of Grant
2004
2008
2012
Dividend
y
1.72%
1.80%
2.00%
Expected
Risk-free
volatility interest rate
36.9
6.20%
26.79
8.38%
28.74
3.60%
Expected Stock price
on grant
life o
the option
5 years
=
P24.00
3-4 years
34.00
3-4 years
105.00
Exercise
p
=20.00
P
39.85
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 =
P77.0 million, P
=73.6 million and =
P65.7 million in 2012, 2011 and 2010, respectively. 8
Warrants Outstanding
There are no outstanding warrants held by the Chief Executive Officer, other officers and directors as a
group.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of SyCip Gorres and Velayo (“SGV”) with address at SGV Building, 6760 Ayala
Avenue, Makati City, has been the Company’s Auditors and Reporting Accountants for the past 35 years.
SGV is expected to be represented in the coming Annual Stockholder’s Meeting with an opportunity to make
any statements, if they so desire, and will be available to respond to appropriate questions.
The current engagement partner of SGV has performed the audit of the Company’s accounts for five (5)
years as of 2012 year-end audit and due for rotation for the 2013 year-end audit. The rotation of engagement
partners is done in compliance with SEC Memo Circular No. 8, Series of 2003.
During the Annual Stockholders’ Meeting on June 28, 2013, it shall be proposed that SGV be appointed the
Company’s independent public accountant.
COMPENSATION PLANS
There is no action to be taken with respect to any plan to which cash or non-cash compensation may be paid
or distributed.
8
See Note 26 of the Audited Financial Statements.
21
ISSUANCE AND EXCHANGE OF SECURITIES
There are no actions to be taken with respect to the authorization or issuance of any securities otherwise than
for exchange for outstanding securities of the Company, or with respect to the modification of any class of
securities of the Company.
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.
RESTATEMENT OF ACCOUNTS
There are no actions to be taken with respect to the restatement of any asset, capital or surplus account.
ACTION WITH RESPECT TO REPORTS
The following are included in the Agenda for the Annual Stockholders’ Meeting for the approval of the
stockholders:
1.
2.
3.
4.
Call to Order;
Certification by the Corporate Secretary on Notice and Quorum;
Reading and Approval of the Minutes of the last Annual Stockholders’ Meeting;
President’s Report;
22
5.
4.
Approval of the 2012 Audited Financial Statements and Annual Report;
Proposed Resolution: RESOLVED, that the stockholders of Jollibee Foods
Corporation approve, as they hereby approve, the Audited Financial Statements for the
year ended December 31, 2012 prepared by SyCip Gorres Velayo & Co., and the Annual
Report for the year ended December 31, 2012.
Ratification of Actions by the Board of Directors and Officers of the Corporation;
Proposed Resolution: RESOLVED, that the stockholders of Jollibee
Foods Corporation (the “Corporation”) approve, as they hereby confirms,
ratifies and approves the actions taken by the Board of Directors and Officers
of the Corporation, since the last annual stockholders’ meeting held on June
22, 2012.
5.
6.
Election of Directors;
Appointment of External Auditors;
Proposed Resolution: RESOLVED, that the stockholders of Jollibee
Foods Corporation (the “Corporation”) approve, as they hereby approve, the
re-appointment of the firm of SyCip, Gorres, Velayo & Company as independent
external auditors of the Corporation.
7.
8.
Other matters; and
Adjournment.
MATTERS NOT REQUIRED TO BE SUBMITTED
There is no action to be taken with respect to any matter which is not required to be submitted to a vote of
security holders.
OTHER PROPOSED ACTIONS
There are no other actions to be taken with respect to any other matter not specifically referred to above.
VOTING PROCEDURES
a)
Voting Requirement
1)
For election of Directors
Pursuant to Section 24 of the Corporation Code, candidates receiving the highest number of
votes shall be declared elected.
2)
For election of External Auditors
The nominee receiving the highest number of votes shall be declared as elected.
3)
For approval and ratification of all the acts of Management and the Board of Directors for
the period from June 25, 2012 to June 27, 2013.
23
Majority vote of the stockholders present or represented at the 2013 Meeting shall carry the
vote.
b)
Voting Method
Counting of the Ayes and Nays or showing of hands shall be the method by which votes will
be counted unless a stockholder requests balloting, in which case, the votes of the
stockholders shall be cast by ballot. Votes shall be counted by SGV and the Corporate
Secretary who shall serve as members of the Committee on Elections.
24
ANNEX “A”
MANAGEMENT REPORT
26
MANAGEMENT REPORT
AUDITED FINANCIAL STATEMENTS AND INTERIM FINANCIAL STATEMENTS
The audited financial statements of the Company for the year ended December 31, 2012 is attached herein as
Annex “C” while the results of the operations for the quarter ended March 31, 2013 is attached herein as
Annex “D.”
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.
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.
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)
Years Ended December 31
Change
2012
2011
Amount
Pct
System 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%
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
27
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:
% Growth ex‐
2012 2011 % Growth 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
Franchised
Total
497
57
554
419
49
468
18.6%
16.3%
18.4%
8.4%
16.3%
9.2%
Worldwide
Company
Franchised
Total
1,360
1,268
2,628
1,237
1,232
2,469
9.9%
2.9%
6.4%
6.5%
2.9%
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:
Cost of inventories
Personnel costs:
Salaries, wages and benefits
Pension expense
Rent
Electricity and water
Depreciation and amortization
Supplies
Contracted services and professional fees
Repairs and maintenance
Security and janitorial
Communication
Entertainment, amusement and recreational expenses (EAR)
Others
COST OF SALES
-
2012
2011
Change
Amount
Pct
Pct to Rev
2012
2011
33,898.2
29,809.1
4,089.1
13.7%
47.7%
47.7%
7,772.0
56.5
5,499.5
3,245.1
2,477.4
1,712.1
1,237.4
666.2
294.7
119.5
31.0
1,424.4
58,434.0
6,896.7
82.5
4,830.6
2,738.8
2,188.1
1,438.8
1,034.8
605.9
295.1
109.8
27.2
1,345.9
51,403.3
875.2
(26.1)
668.8
506.3
289.3
273.3
202.7
60.3
(0.4)
9.7
3.8
78.6
7,030.7
12.7%
-31.6%
13.8%
18.5%
13.2%
19.0%
19.6%
10.0%
-0.1%
8.8%
13.8%
5.8%
13.7%
10.9%
0.1%
7.7%
4.6%
3.5%
2.4%
1.7%
0.9%
0.4%
0.2%
0.0%
2.0%
82.2%
11.0%
0.1%
7.7%
4.4%
3.5%
2.3%
1.7%
1.0%
0.5%
0.2%
0.0%
2.2%
82.2%
The increase in cost of sales was largely due to higher cost of inventories resulting from increase in sales
28
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.
-
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:
Personnel costs:
Pension expense
Stock option expense
Taxes and licenses
Rent
Transportation and travel
Professional fees
Provisions
Entertainment, amusement and recreational expenses
Communication
Training
Donation
Supplies
Contracted Services
Insurance
Corporate events and others
Total General and Administrative Expenses
Advertising and promotions
-
2012
2011
3,104.7
44.4
77.0
793.1
396.4
299.9
268.4
228.2
140.1
105.4
87.8
71.3
68.2
59.4
58.7
49.9
43.8
22.2
10.3
979.6
6,908.8
1,369.7
8,278.5
2,828.7
74.8
73.6
723.0
301.1
301.1
278.3
213.5
39.7
109.2
80.0
40.3
37.1
60.6
57.1
51.8
49.1
26.2
15.4
578.6
5,939.3
1,310.1
7,249.4
Change
Amount
Pct
276.0
(30.4)
3.4
70.2
95.2
(1.2)
(9.9)
14.7
100.3
(3.8)
7.8
31.0
31.1
(1.2)
1.5
(1.8)
(5.4)
(4.0)
(5.1)
401.1
969.5
59.6
1,029.1
9.8%
-40.6%
4.6%
9.7%
31.6%
-0.4%
-3.6%
6.9%
252.5%
-3.5%
9.7%
76.7%
83.7%
-2.0%
2.7%
-3.6%
-10.9%
-15.4%
-33.1%
69.3%
16.3%
4.5%
14.2%
Pct to Rev
2012
2011
4.4%
0.1%
0.1%
1.1%
0.6%
0.4%
0.4%
0.3%
0.2%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.0%
0.0%
1.4%
9.7%
1.9%
11.7%
4.5%
0.1%
0.1%
1.2%
0.5%
0.5%
0.4%
0.3%
0.1%
0.2%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.1%
0.0%
0.0%
0.9%
9.5%
2.1%
11.6%
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.
29
-
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.
-
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.
30
Finance Charges
Interest income
Interest expense
2012
2011
270.1
(206.0)
64.1
179.8
(291.3)
(111.6)
Amount
Change
Pct
90.4
85.3
175.7
50.3%
-29.3%
-157.4%
Pct to Rev
2012
2011
1.8%
-0.2%
1.6%
1.9%
-0.1%
1.8%
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
2012
2011
Equity in net earnings (losses) of joint ventures
and associate
(51.0)
0.3
Amount
Change
Pct
(51.3) -17100.0%
Pct to Rev
2012
2011
1.8%
1.9%
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:
Write-off of other liabilities
Rebates and suppliers' incentives
Charges to franchisees
Pre-termination of operating leases
Foreign exchange gain (loss)
Penalities and charges
Insurance claims
Other rentals
Miscellaneous income
2012
2011
292.1
76.1
43.9
43.8
(25.4)
16.1
12.2
7.0
37.8
503.5
409.6
103.5
34.7
11.3
(63.6)
16.1
16.6
9.9
28.7
566.8
Change
Amount
Pct
Pct to Rev
2012
2011
(117.5)
(27.4)
9.2
32.5
38.2
(0.0)
(4.4)
(2.9)
9.1
(63.3)
0.4%
0.1%
0.1%
0.1%
0.0%
0.0%
0.0%
0.0%
0.1%
0.7%
-28.7%
-26.5%
26.5%
287.3%
-60.1%
-0.2%
-26.7%
-29.5%
31.7%
-11.2%
0.7%
0.2%
0.1%
0.0%
-0.1%
0.0%
0.0%
0.0%
0.0%
0.9%
Income Taxes
Current
Deferred
2012
2011
1,277.2
(127.0)
1,150.1
1,187.6
(83.7)
1,103.9
Change
Amount
89.6
(43.3)
46.2
Pct
7.5%
51.8%
4.2%
Pct to Rev
2012
2011
1.8%
-0.2%
1.6%
1.9%
-0.1%
1.8%
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.
Net Income
31
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.
-
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:
32
Year Ended December 31
2012
2011
Change
Amount
Pct
401.4
375.5
275.5
178.4
97.1
54.4%
44.0
88.5
(44.5)
-50.3%
Pension liability and other benefits
97.6
93.3
4.3
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%
23.6
25.8
(2.2)
-8.5%
23.4
14.9
8.5
57.0%
9.1
9.1
2.2
6.8
(4.6)
32.1
1.6
30.5
Operating lease payables
25.9
6.9%
NOLCO:
PRC-based entities
Philippine-based entities
4.6%
Unaccreted discount on security deposits and
employee car plan receivables
Accumulated impairment loss in value of property, plant &
equipment, investment properties and other nonfinancial assets
Provisions of legal claims and restructuring costs
Allowance for inventory obsolescence
Unrealized foreign exchange loss
Others
7.0
7.3
1,030.2
967.6
-
0.0%
-67.6%
1906.3%
(0.3)
-4.1%
62.6
6.5%
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.
-
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
33
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$3.4 million) availed on December 20, 2011 and
bearing fixed interest rate of 5.32% per annum was converted into a deliverable cross-currency swap
transaction to hedge in full the foreign currency risk and interest rate risk on its floating rate. Under the
cross-currency swap, the PERF received at inception Philippine Peso (PHP) notional amount of =
P149.2
million and paid US$ 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
=9.7 million was recognized in other comprehensive loss on derivative liability.
P
For the period ended December 31, 2012, the fair value change of the cross-currency swap amounted to a
loss of =
P13.1 million and was recognized under other comprehensive loss on derivative liability. As of
December
31,
2012,
the
value
of
the
derivative
liability
amounted
to
=22.8 million.
P
-
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 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
34
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.
System Wide Sales
% Growth vs LY
As of end Dec 2012
P92,271.2 million
12.3%
As of end Dec 2011
P82,170.1 million
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.
Revenues
% Growth vs LY
As of end Dec 2012
P71,059.9 million
13.6%
As of end Dec 2011
P62,554.9 million
17.2%
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.
Net Income
% to Revenues
As of end Dec 2012
P3,713.1 million
5.2%
As of end Dec 2011
P3,253.8 million
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.
EPS (Basic)
As of end Dec 2012
P3.578
35
As of end Dec 2011
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.
Return on Equity
As of end Dec 2012
18.3%
36
As of end Dec 2011
17.6%
Financial Soundness Indicators
Dec-12
Formula:
Dec-11
Liquidity Ratios
Current Assets
Current Liabilities
0.94
1.10
Total Assets
Total Equity attributable to equity holders of
the Parent Company
1.98
1.99
Total Debt
Total Debt + Equity attributable to equity
holders of the Parent Company
48.7%
48.9%
Net Debt Ratio
Total Debt - Cash and cash equivalents
(Total debt - Cash and cash equivalents) +
equity attibutable to equity holders of the
Parent Company
34.7%
38.1%
Interest Coverage Ratio
Earnings before Interest and Taxes
YTD Interest Expense
23.30
15.34
Solvency Ratio
Net income + depreciation
Total liabilities
0.32
0.30
Debt-Service Coverage
Ratio
Net income
Total liabilities
0.18
0.17
Current Ratio
Financial Leverage Ratios
Asset to Equity 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. 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.
37
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
Acquisition of businesses
Capital expenditures
Timeline
Amount (in Pesos)
2013‐2018 2,600,000,000
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.
38
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:
2012
2011
29,809.1
24,900.0
6,896.7
82.5
Rent
Change
Pct to Rev
Pct
2012
2011
4,909.1
19.7%
47.7%
46.7%
6,515.8
380.9
5.8%
11.0%
12.2%
78.5
4.0
5.1%
0.1%
0.1%
4,830.6
3,903.7
927.0
23.7%
7.7%
7.3%
2,738.8
2,491.7
247.1
9.9%
4.4%
4.7%
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%
605.9
515.4
90.5
17.6%
1.0%
1.0%
Cost of inventories
Amount
Personnel costs:
Pension expense
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%
0.0%
27.2
22.1
5.1
23.3%
0.0%
1,345.9
649.8
696.1
107.1%
2.2%
1.2%
51,403.3
43,254.8
8,148.5
18.8%
82.2%
81.0%
Entertainment, amusement and recreational expenses (EAR)
Others
COST OF SALES
-
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.
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.
39
-
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:
40
2012
2011
Change
Amount
Pct to Rev
Pct
2012
2011
Personnel costs:
2,828.7
2,477.5
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%
723.0
625.6
97.4
15.6%
1.2%
1.2%
Taxes and licenses
351.2
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%
213.5
176.7
36.8
20.8%
0.3%
0.3%
39.7
56.3
(16.6)
252.5%
0.1%
0.1%
109.2
84.8
24.4
28.8%
0.2%
0.2%
Provisions
Entertainment, amusement and recreational expenses
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%
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%
49.1
35.3
13.8
39.2%
0.1%
0.1%
26.2
35.9
(9.7)
-27.0%
0.0%
0.1%
9.8
15.4
5.6
578.6
590.9
Total General and Administrative Expenses
5,939.3
Advertising and promotions
1,310.1
7,249.4
Insurance
Corporate events and others
174.2%
0.0%
0.0%
(12.3)
-2.1%
0.9%
1.1%
5,271.1
668.2
12.7%
9.5%
9.9%
1,246.6
63.5
5.1%
2.1%
2.3%
6,517.7
731.7
11.2%
11.6%
12.2%
-
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.
41
-
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 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
42
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 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.
43
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.
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.
44
-
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.
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.
45
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.
System Wide Sales
% Growth vs LY
As of end Dec 2011
P82,170.1 million
17.0%
As of end Dec 2010
P70,254.3 million
10.2%
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 JFC Group’s property division; and, (4)
revenues from services rendered by the in-house Construction and Service Groups.
Revenues
% Growth vs LY
As of end Dec 2011
P62,554.9 million
17.2%
As of end Dec 2010
P53,371.7 million
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.
46
Net Income
% to Revenues
As of end Dec 2011
P3,253.8 million
5.2%
As of end Dec 2010
P3,212.5 million
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.
EPS (Basic)
% Growth vs LY
As of end Dec 2011
P3.138
0.6%
As of end Dec 2010
P3.118
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.
Return on Equity
As of end Dec 2011
17.6%
47
As of end Dec 2010
19.1%
Financial Soundness Indicators
Dec-11
Formula:
Dec-10
Liquidity Ratios
Current Assets
Current Liabilities
1.10
0.99
Total Assets
Total Equity attributable to equity holders of
the Parent Company
1.99
1.97
Total Debt
Total Debt + Equity attributable to equity
holders of the Parent Company
48.9%
48.4%
Net Debt Ratio
Total Debt - Cash and cash equivalents
(Total debt - Cash and cash equivalents) +
equity attibutable to equity holders of the
Parent Company
38.1%
31.6%
Interest Coverage Ratio
Earnings before Interest and Taxes
YTD Interest Expense
15.34
21.82
Solvency Ratio
Net income + depreciation
Total liabilities
0.30
0.32
Debt-Service Coverage
Ratio
Net income
Total liabilities
0.17
0.20
Current Ratio
Financial Leverage Ratios
Asset to Equity 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. 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.
48
5. All of the Jollibee Group’s income arose from its continuing operations.
6. Events after Reporting Date:
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.
BUSINESS DESCRIPTION
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
49
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 Group 9 and, most recently, “12 Sabu.”10
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 onsite 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 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
9
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.
10
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.
50
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
Beverages
COCA-COLA BOTTLERS PHILIPPINES, INC.
1890 Paz Guazon Street, Otis, Paco, Manila
Sauces and
Beverages
DEL MONTE PHILIPPINES, INC.
Bugo, Cagayan De Oro City
Beverages
NESTLE PROFESSIONALS
Nestle Center, Rockwell Center, Makati City
Dressings
UNILEVER PHILIPPINES
UN Avenue, Paco, Manila
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 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. 11
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.
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.
11
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.
51
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.
Customer comments and concerns are valued by the Company. Comments, suggestions and concerns may
be coursed through the Company’s website (www.jollibee.com.ph).
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
2011
2012
PhP70,923,150.00
PhP56,762,832.00
Percentage to Systemwide
Sales of Jollibee Brand
.17%
.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
52
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.
JFC directors and management periodically review the effectiveness of the Company’s risk management
system.
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 companyowned 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.
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.
53
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.”
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.
54
Burger King
Burger King made its presence felt in 2012 with the launch of the thematic campaign featuring the worldfamous 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 flamegrilled 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.
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 wellreceived by consumers. The beef brisket rice noodle joined other beef noodle favorites – beef tendon rice
noodle and beef rice noodle.
55
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. 12
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.
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’
12
In January 2013, the Securities and Exchange Commission approved the change of name from Jollibee
Foundation, Inc. to the Jollibee Group Foundation, Inc.
56
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:
Total Sales
Foreign Sales
Percentage
2012
67,493,953,521
15,534,109,102
23.01%
2011
59,266,444,340
12,353,833,195
20.8%
2010
50,506,967,113
9,852,053,490
19.5%
2009
45,344,123,164
8,307,292,922
18.3%
The percentage of foreign sales to net income is as follows:
Net Income
Foreign Sales
Percentage
2012
3,713,062,706
15,534,109,102
418.4%
2011
3,253,802,924
12,353,833,195
379.7%
2010
3,212,535,996
9,852,053,490
306.7%
2009
2,666,899,745
8,307,292,922
311.5%
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
Application
No
Application
Date
57
Registration
No
Registration Date
Status
Class/es
Country
Trademark
TM Logo
Application
No
1997309
Application
Date
29 Aug
1995
Registration
No
Registration Date
Status
Class/es
1,652,377
03 Dec
1997
Registered
42
Argentina
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
Australia
JOLLIBEE
MASCOT DEVICE
654121
24 Feb
1995
654121
24 Feb
1995
Registered
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
Bahrain
BEE HEAD
DEVICE (Black &
White) - MAIN
91758
24 Apr
2012
Pending
43
42
58
Country
Trademark
TM Logo
Application
No
91759
Application
Date
24 Apr
2012
91760
24 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
43
Bahrain
CHICKENJOY
WORD MARK MAIN
Bahrain
CHICKENJOY
WORD MARK MAIN
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
Bahrain
JOLLIBEE LOGO &
DEVICE
80975
15 Apr
2010
80975
15 Apr
2010
Registered
29
59
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
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
8190526
12
16 Feb
1996
819052612
30 Nov
1999
Registered
29
Brazil
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN
8189353
59
15 Dec
1995
818935359
30 Nov
1999
Registered
38
60
Country
Trademark
TM Logo
Application
No
42,856
Application
Date
26 Apr
2012
Brunei
Darussalam
BEE HEAD
DEVICE (Black &
White) - MAIN
Brunei
Darussalam
CHICKENJOY
WORD MARK MAIN
42,855
26 Apr
2012
Brunei
Darussalam
JOLLIBEE
36,341
24 Jun
2004
Brunei
Darussalam
JOLLIBEE WORD
MARK - MAIN
42,857
26 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
29
Registered
43
Pending
29
43
43
36,341
24 Jun
2004
43
61
Country
Trademark
Cambodia
TM Logo
Application
No
46001
Application
Date
11-May12
46002
Registration
No
Registration Date
Status
Class/es
Pending
29
11-May12
Pending
43
46003
11-May12
Pending
29
46004
11-May12
Pending
43
BEE HEAD
DEVICE (Black &
White) - MAIN
Cambodia
Cambodia
Cambodia
BEE HEAD
DEVICE (Black &
White) - MAIN
CHICKENJOY
WORD MARK MAIN
CHICKENJOY
WORD MARK MAIN
Cambodia
JOLLIBEE WORD
MARK - MAIN
45999
11-May12
Pending
29
Cambodia
JOLLIBEE WORD
MARK - MAIN
BEE HEAD
DEVICE
46000
11-May12
Pending
43
1324318
16 Nov
2006
Registered
43
1563176
08 Feb
2012
Pending
29
Canada
Canada
BEE HEAD
DEVICE
62
761468
11 Mar
2010
Canada
CHICKENJOY
Application
No
1563177
Canada
JOLLIBEE
1324317
Country
Trademark
TM Logo
Application
Date
08 Feb
2012
16 Nov
2006
Registration
No
Registration Date
Status
Class/es
Pending
29
Registered
43
43
761476
11 Mar
2010
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
9505401
7
03 May
1995
971757
28 Mar
1997
Registered
42
China
JOLLIBEE
MASCOT DEVICE
9506675
5
01 Jun
1995
951389
21 Feb
1997
Registered
29
China
JOLLIBEE
MASCOT DEVICE
9505401
6
03 May
1995
955790
28 Feb
1997
Registered
42
63
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
7-May-08
Registered
21
May 7 2009
Registered
20
28-May-10
Registered
18
7-Mar-08
Registered
33
7-Mar-08
Registered
31
7-Feb-09
Registered
36
4740571
China
4740572
China
4740573
China
4740574
China
4740575
China
4740576
64
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
7-Feb-09
Registered
36
21-Feb-09
Registered
40
May 7 2009
Registered
16
21-Feb-09
Registered
41
7-Feb-09
Registered
28
Processing
11
4740577
China
4740578
China
4740579
China
4740580
China
4740590
China
5149228
65
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
21-Mar-09
Registered
10
21-Mar-09
Registered
9
21-Nov-09
Registered
8
14-Jan-09
Registered
7
21-Mar-09
Registered
6
28-Nov-09
Registered
5
5149229
China
5149230
China
5149231
China
5149232
China
5149233
China
5149234
66
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
7-Jun-09
Registered
4
Processing
3
7-Jun-09
Registered
2
21-Dec-09
Registered
21
7-Aug-10
Registered
20
21-Jun-09
Registered
19
5149235
China
5149236
China
5149237
China
5149238
China
5149239
China
5149240
67
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
Processing
18
21-Jun-09
Registered
17
21-Jun-09
Registered
18
7-Jun-09
Registered
15
7-Aug-10
Registered
14
21-Mar-09
Registered
13
China
5149241
China
5149242
China
5149243
China
5149244
China
5149245
China
5149246
68
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
14-Jan-09
Registered
12
28-Jun-09
Registered
30
21-Mar-09
Registered
29
9-Aug-10
Registered
28
7-Jan-10
Registered
27
7-Jul-09
Registered
26
5149247
China
5149248
China
5149249
China
5149250
China
5149251
China
5149252
69
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
Processing
25
28-Jan-10
Registered
25
14-Jan-10
Registered
24
7-Jun-09
Registered
23
28-Jun-09
Registered
22
21-Aug-09
Registered
38
China
5149253
China
5149254
China
5149255
China
5149256
China
5149257
China
5149258
70
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Aug-09
Registered
37
28-Aug-09
Registered
36
28-Aug-09
Registered
35
28-May-09
Registered
35
Processing
35
Registered
34
5149259
China
5149260
China
5149261
China
5149262
China
5149263
21-Mar-09
China
5149264
71
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
21-Mar-09
Registered
33
21-Mar-09
Registered
32
21-Mar-09
Registered
31
21-Mar-09
Registered
1
7-Jun-09
Registered
45
28-Aug-09
Registered
44
5149265
China
5149266
China
5149267
China
5149268
China
5149269
China
5149270
72
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Aug-09
Registered
43
Processing
42
5149271
China
5149272
28-Aug-09
China
Registered
5149273
43
21-Jun-09
China
Registered
5149274
China
42
21-Jun-09
Registered
41
28-Aug-09
Registered
40
5149275
China
5149276
73
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-May-09
Registered
39
28-Dec-09
Registered
10
28-Feb-10
Registered
9
21-Feb-10
Registered
8
14-May-10
Registered
7
6-Jan-10
Registered
6
5149277
China
6173242
China
6173243
China
6173244
China
6173245
China
6173246
74
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Feb-10
Registered
5
21-Feb-10
Registered
4
14-Feb-10
Registered
3
28-Feb-10
Registered
2
28-Feb-10
Registered
1
28-Jan-10
Registered
20
6173247
China
6173248
China
6173249
China
6173250
China
6173251
China
6173252
75
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
21-Feb-10
Registered
19
28-Mar-10
Registered
18
28-Mar-10
Registered
17
14-Feb-10
Registered
16
14-Jan-10
Registered
15
14-Jan-10
Registered
14
6173253
China
6173254
China
6173255
China
6173255
China
6173257
China
6173258
76
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
21-Jan-10
Registered
13
7-Jan-10
Registered
12
28-Feb-10
Registered
11
14-Jan-10
Registered
30
7-Sep-09
Registered
29
28-Mar-10
Registered
28
6173259
China
6173260
China
6173261
China
6173262
China
6173263
China
6173264
77
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Mar-10
Registered
27
28-Mar-10
Registered
26
28-Mar-10
Registered
25
28-Mar-10
Registered
24
28-Mar-10
Registered
23
14-May-10
Registered
22
6173265
China
6173266
China
6173267
China
6173268
China
6173269
China
6173270
78
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
7-Feb-10
Registered
21
7-Feb-10
Registered
40
7-Jun-10
Registered
39
21-Mar-10
Registered
38
21-Mar-10
Registered
37
21-Mar-10
Registered
36
6173271
China
6173322
China
6173323
China
6173324
China
6173325
China
6173326
79
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
7-Jun-10
Registered
35
7-Sep-09
Registered
34
14-Jan-10
Registered
32
7-Sep-09
Registered
31
7-Jun-10
Registered
41
28-Mar-10
Registered
45
6173327
China
6173328
China
6173330
China
6173331
China
6173332
China
6173343
80
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Mar-10
Registered
44
28-Mar-10
Registered
43
7-Jun-10
Registered
42
28-May-07
Registered
29
21-Jan-10
Registered
30
28-Jan-10
Registered
29
6173344
China
6173345
China
6173346
China
1019097
China
1356544
China
1359132
81
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
China
Registration Date
Status
Class/es
28-Feb-10
Registered
42
14-Apr-07
Registered
32
28-Mar-07
Registered
42
03 Jan
1997
Registered
30
1369995
China
980654
China
1019874
Czech
Republic
JOLLIBEE &
DEVICE
104009
19 Sep
1995
196474
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
82
Country
Trademark
TM Logo
Application
No
95740
Application
Date
18 May
1995
Registration
No
Registration Date
Status
Class/es
95740
14 Feb
2001
Registered
42
Egypt
JOLLIBEE &
DEVICE
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)
9453778
1
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
Hong Kong
JOLLIBEE
3003520
25
83
09 Jan
2002
10613/2003
09 Jan
2002
Registered
42
11 Jan
2005
300352025
11 Jan
2005
Registered
43
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
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
Country
Trademark
Hong Kong
TM Logo
84
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration 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
Registered
30
1367743
29 Jun
2005
1367743
29 Jun
2005
29
India
JOLLIBEE &
DESIGN
1356313
10 May
2005
India
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
737457
India
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
737458
85
1356313
10 May
2005
Registered
42
13 Mar
1997
Pending
16
13 Mar
1997
Pending
29
Indonesia
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
Application
No
D002012022535
Indonesia
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
J002012022539
11 May
2012
Pending
43
Indonesia
CHICKENJOY
WORD MARK MAIN
J002012022547
11 May
2012
Pending
43
Indonesia
CHICKENJOY
WORD MARK MAIN
D002012022543
11 May
2012
Pending
29
Indonesia
JOLLIBEE
R0020020831708322
22 Oct
1992
IDM00007491
6
06 Jan
1995
Lapsed
29
Indonesia
JOLLIBEE &
DEVICE
V0020021021010216
22 Oct
2002
IDM00000461
8
30 Sep
2003
Registered
43
Country
Trademark
TM Logo
Application
Date
11 May
2012
Registration
No
Registration Date
Status
Class/es
Pending
43
29
86
Country
Trademark
TM Logo
Application
No
R00200500443
Application
Date
20 Apr
2005
Registration
No
Registration Date
Status
Class/es
367408
20 Apr
1995
Registered
42
368310
24 Sep
1996
Registered
29
Indonesia
JOLLIBEE
BEEFBURGER
GREAT BURGERS
GREAT CHICKEN
& DEVICE
Indonesia
JOLLIBEE
BEEFBURGER
GREAT BURGERS
GREAT CHICKEN
& DEVICE
Indonesia
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
O954544
20 Mar
1995
Pending
29
Indonesia
JOLLIBEE WORD
MARK - MAIN
D0020120022546
11 May
2012
Pending
43
Indonesia
JOLLIBEE WORD
MARK - MAIN
D0020120022546
11 May
2012
Pending
43
Israel
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
100922
20 Sep
1995
Registered
29
24 Apr
1995
29
87
100922
20 Sep
2002
Country
Israel
Italy
Trademark
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
BEE HEAD
DEVICE (Black &
White) - MAIN
TM Logo
Application
No
100923
Application
Date
20 Sep
1995
MI2012C
004989
Registration
No
100923
Registration Date
Status
Class/es
20 Sep
2002
Registered
42
Pending
29
Pending
29
Pending
29
15-May12
43
Italy
CHICKENJOY
WORD MARK MAIN
MI2012C
004988
15-May12
43
Italy
JOLLIBEE WORD
MARK - MAIN
MI2012C
004987
15-May12
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
45-20120002341
07 May
2012
Pending
29
CHICKENJOY
WORD MARK MAIN
45-20120002342
07 May
2012
Pending
43
43
43
Korea Republic of
(South)
29
88
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration 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
95048721
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
45-20120002340
07 May
2012
Pending
29
43
89
Country
Trademark
TM Logo
Application
No
112416
Application
Date
13 Jun
2010
Registration
No
Registration Date
95849
Status
Class/es
Registered
43
Kuwait
JOLLIBEE LOGO
AND DEVICE
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
90
Country
Trademark
TM Logo
Application
No
129540
Application
Date
23 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
43
Kuwait
CHICKENJOY
WORD MARK MAIN
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
91
Country
Trademark
TM Logo
Application
No
32461
Application
Date
26-Nov95
Registration
No
Registration Date
Status
Class/es
29947
25-Nov-05
Registered
30
Kuwait
JOLLIBEE (WORD)
AND DEVICE
Kuwait
JOLLIBEE (WORD)
AND DEVICE
32462
26-Nov95
29403
25-Nov-05
Registered
32
Kuwait
JOLLIBEE DEVICE
& JOLLIBEE
FOODS
CORPORATION
32463
26-Nov95
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
Registered
42
66960
20 Sep
1995
29
92
Country
Trademark
TM Logo
Application
No
2012052
508
Application
Date
23 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Malaysia
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
Malaysia
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
2012052
510
23 Apr
2012
Pending
43
Malaysia
CHICKENJOY
WORD MARK MAIN
2012052
511
23 Apr
2012
Pending
29
Malaysia
CHICKENJOY
WORD MARK MAIN
2012052
512
23 Apr
2012
Pending
43
Malaysia
JOLLIBEE
20002359
03 Mar
2000
2000-2359
03 Mar
2000
Registered
43
Malaysia
JOLLIBEE (word)
and Device
9500317
1
08 Apr
1995
95003171
08 Apr
1995
Registered
29
29
93
Country
Trademark
TM Logo
Application
No
200002358
Application
Date
03 Mar
2000
Registration
No
2000-02358
Registration Date
Status
Class/es
03 Mar
2000
Registered
43
Pending
29
Malaysia
JOLLIBEE
MASCOT (SERIES
OF 3)
Malaysia
JOLLIBEE WORD
MARK - MAIN
2012052
507
23 Apr
2012
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
94
254484
06 Oct
1995
Registered
42
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration 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
95
Country
Trademark
TM Logo
Application
No
69399
Application
Date
20 Jul
2011
Registration
No
Registration Date
Status
Class/es
Pending
43
Registered
29
Oman
JOLLIBEE (WORD
MARK)
Oman
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
11660
29 May
1995
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
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
59021
11 Sep
1995
59021
11 Sep
1995
Registered
42
11660
29 May
2005
29
Papua New
Guinea
42
96
Country
Trademark
Philippines
1/3 POUND PATTY
CHAMP EXTRA
BIG LOGO &
DEVICE
TM Logo
Application
No
4-2010004210
Application
Date
20 Apr
2010
Registration
No
4-2010004210
Registration Date
Status
Class/es
03 Dec
2010
Registered
35
29
Philippines
1/3 POUND PATTY
CHAMP EXTRA
BIG LOGO &
DEVICE (IN
COLOUR)
4-2010004235
21 Apr
2010
4-2010004235
28 Jan
2011
Registered
29
35
Philippines
AFFORDELICIOUS
4-2010010083
15 Sep
2010
4-2010010083
07 Apr
2011
Registered
35
Philippines
AMAZING ALOHA
& PINEAPPLE
SLICE DEVICE
4-1996106351
04 Mar
1996
4-1996108683
04 Nov
2002
Registered
8
Philippines
BEE HAPPY
4-2012003129
12 Mar
2012
Pending
35
97
Country
Philippines
Trademark
BEE HEAD
DEVICE
TM Logo
Application
No
4-2005007557
Application
Date
05 Aug
2005
Registration
No
4-2005007557
Registration Date
Status
Class/es
19 Feb
2007
Registered
18
28
24
9
21
20
25
16
Philippines
BEE HEAD
DEVICE
4-2004006570
23 Jul
2004
Philippines
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
4-2012004771
19 Apr
2012
Philippines
CHAMP
4-2010004236
21 Apr
2010
4-2004006570
4-2010004236
06 Jan
2006
28 Jan
2011
Registered
43
Pending
29
Registered
29
35
Philippines
CHICKEN
TORPEDO
4-2004011637
08 Dec
2004
98
4-2004011637
15 Jan
2007
Registered
29
Application
No
4-2004006569
Application
Date
23 Jul
2004
CHICKENJOY
WORD MARK MAIN
4-2012004770
19 Apr
2012
Philippines
COMBEE
4-2006005919
05 Jun
2006
4-2006005919
Philippines
CONE TWIRL
4-2010010089
15 Sep
2010
4-2010010089
Philippines
CRISPYLICIOUS
(WORD MARK)
4-2012000563
Philippines
EVERYDAY
DESERVES A
SUNDAE
4-2011010765
Country
Trademark
Philippines
CHICKENJOY
WORD MARK MAIN
Philippines
TM Logo
99
Registration
No
Registration Date
Status
Class/es
26 May
2006
Registered
29
Pending
43
19 Feb
2007
Registered
43
07 Apr
2011
Registered
29
16 Jan
2012
Pending
29
08 Sep
2011
Pending
30
4-2004006569
Country
Trademark
Philippines
HAPPYPLUS
CASHLESS
PAYMENTS WITH
REWARDS LOGO
AND DEVICE (IN
BLACK & WHITE)
TM Logo
Application
No
4-2011002977
Application
Date
15 Mar
2011
Registration
No
Registration Date
Status
Class/es
Pending
35
16
36
9
Philippines
HAPPYPLUS
CASHLESS
PAYMENTS WITH
REWARDS LOGO
AND DEVICE (IN
COLOR)
4-2011009245
05 Aug
2011
4-2011009245
05 Jan
2012
Registered
36
9
35
16
Philippines
HETTY MASCOT
DESIGN
4-2008007563
25 Jun
2008
4-2008007563
23 Jul 2009
Registered
16
24
27
41
28
21
18
20
25
Philippines
HETTY MASCOT
HOUSE DEVICE
(IN BLACK &
WHITE)
4-2010005365
20 May
2010
4-2010005365
21 Oct
2010
Registered
18
28
16
41
25
100
Country
Philippines
Trademark
HETTY MASCOT
HOUSE DEVICE
(IN COLOR)
TM Logo
Application
No
4-2010005368
Application
Date
20 May
2010
Registration
No
4-2010005368
Registration Date
Status
Class/es
14 Oct
2010
Registered
25
41
28
16
18
Philippines
Ice Craze Coffee
Jelly
4-2005003299
12 Apr
2005
4-2005003299
05 May
2007
Registered
30
Philippines
jk
4-2005008738
05 Sep
2005
4-2005008738
23 Jul 2007
Registered
25
26
16
18
Philippines
JOLLIBEE
4-2005007558
05 Aug
2005
4-2005007558
19 Feb
2007
Registered
20
18
25
24
21
9
Philippines
JOLLIBEE
4-2000004772
08 Jun
2000
4-2000004772
10 Mar
2006
Registered
42
32
30
29
101
Country
Trademark
TM Logo
Application
No
4-2000007421
Application
Date
31 Aug
2000
Registration
No
Registration Date
Status
Class/es
4-2000007421
24 Sep
2005
Registered
16
Philippines
JOLLIBEE
Philippines
JOLLIBEE
BREAKFAST
JOYS
4-2009006901
13 Jul
2009
4-2009006901
24 Dec
2009
Registered
29
Philippines
JOLLIBEE CHAMP
4-2009006900
13 Jul
2009
4-2009006900
12 Nov
2009
Registered
35
Philippines
JOLLIBEE
CHAMP. BIG
BURGER
GOODNESS LIKE
NO OTHER.
4-2009006905
13 Jul
2009
4-2009006905
12 Nov
2009
Registered
35
Philippines
JOLLIBEE
CHICKEN
BARBECUE
DELICIOUS
INSIDE AND OUT
INSIDE A
RECTANGULAR
DEVICE
4-2010004237
21 Apr
2010
4-2010004237
22 Mar
2012
Registered
35
28
35
29
29
102
Country
Philippines
Trademark
JOLLIBEE
CHICKEN
BARBECUE
DELICIOUS
INSIDE AND OUT
INSIDE A
RECTANGULAR
DEVICE (IN
COLOUR)
TM Logo
Application
No
4-2010004233
Application
Date
21 Apr
2010
Registration
No
4-2010004233
Registration Date
Status
Class/es
13 Jan
2011
Registered
29
35
Philippines
JOLLIBEE
CHICKEN
BARBECUE
INSIDE A
RECTANGULAR
DEVICE
4-2010004204
20 Apr
2010
4-2010004204
13 Jan
2011
Registered
29
35
Philippines
JOLLIBEE
CHICKEN
BARBECUE
INSIDE A
RECTANGULAR
DEVICE (IN
COLOUR)
4-2010004234
21 Apr
2010
4-2010004234
28 Jan
2011
Registered
29
35
Philippines
JOLLIBEE
GRILLED PORK
TENDERS (Word
Mark)
4-2012000614
17 Jan
2012
4-2012000614
03 May
2012
Registered
29
Philippines
JOLLIBEE IN
TRAPEZOID AND
BEE HEAD
DEVICE
4-2011003560
29 Mar
2011
4-2011003560
15 Sep
2011
Registered
43
103
Country
Trademark
TM Logo
Application
No
4-2011003613
Application
Date
30 Mar
2011
Registration
No
Registration Date
Status
Class/es
4-2011003613
27 Oct
2011
Registered
43
Philippines
JOLLIBEE IN
TRAPEZOID AND
BEE HEAD
DEVICE (IN
COLOR)
Philippines
JOLLIBEE IN
TRAPEZOID
DEVICE
4-2011003561
29 Mar
2011
4-2011003561
04 Aug
2011
Registered
43
Philippines
JOLLIBEE IN
TRAPEZOID
DEVICE (IN
COLOR)
4-2011003543
28 Mar
2011
4-2011003543
27 Oct
2011
Registered
43
Philippines
JOLLIBEE KIDS
CLUB INSIDE A
CIRCLE DEVICE
WITH A GRAPHIC
DESIGN OF
FACES OF KIDS
4-2010005155
17 May
2010
4-2010005155
31 Dec
2010
Registered
16
35
Philippines
JOLLIBEE KIDS
CLUB INSIDE A
CIRCLE DEVICE
WITH A GRAPHIC
DESIGN OF
FACES OF KIDS
(IN COLOUR)
4-2010005303
20 May
2010
4-2010005303
23 Dec
2010
Registered
16
35
104
Country
Trademark
Philippines
JOLLIBEE KIDS
CLUB INSIDE A
CIRCLE DEVICE
WITH A GRAPHIC
DESIGN OF
FACES OF KIDS
AND JOLLIBEE
CHARACTER ON
THE UPPER LEFT
SIDE
TM Logo
Application
No
4-2010005156
Application
Date
17 May
2010
Registration
No
4-2010005156
Registration Date
Status
Class/es
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)
4-2010005302
20 May
2010
4-2010005302
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
4-2010005153
17 May
2010
4-2010005153
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)
4-2010005307
20 May
2010
4-2010005307
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
4-2010005154
17 May
2010
105
4-2010005154
31 Dec
2010
Registered
16
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration 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)
4-2010005304
20 May
2010
4-2010005304
16 Dec
2010
Registered
16
35
Philippines
JOLLIBEE KIDS
TV AND DEVICE
WITH JOLLIBEE
CHARACTER ON
THE LEFT SIDE
4-2010005151
17 May
2010
4-2010005151
31 Dec
2010
Registered
35
16
41
Philippines
JOLLIBEE KIDS
TV AND DEVICE
WITH JOLLIBEE
CHARACTER ON
THE LEFT SIDE
(IN COLOUR)
4-2010005305
20 May
2010
4-2010005305
16 Dec
2010
Registered
16
35
41
Philippines
JOLLIBEE KIDS
TV INSIDE A
SQUARE DEVICE
4-2010005152
17 May
2010
106
4-2010005152
31 Dec
2010
Registered
41
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
35
16
Philippines
JOLLIBEE KIDS
TV INSIDE A
SQUARE DEVICE
(IN COLOUR)
4-2010005306
20 May
2010
4-2010005306
16 Dec
2010
Registered
35
16
41
Philippines
JOLLIBEE LOGO
AND DEVICE
4-2010002055
24 Feb
2010
4-2010002055
22 Jul 2010
Registered
43
30
29
Philippines
JOLLIBEE MAAGA
ANG PASKO
LOGO (BLACK &
WHITE)
4-2012001250
Philippines
JOLLIBEE
MASCOT DESIGN
4-2008007562
01 Feb
2012
4-2012001250
11 May
2012
Registered
36
25 Jun
2008
4-2008007562
23 Jul 2009
Registered
18
28
24
25
20
16
21
27
41
107
Country
Philippines
Trademark
JOLLIBEE
MASCOT HOUSE
DEVICE (IN
COLOR)
TM Logo
Application
No
4-2010005367
Application
Date
20 May
2010
Registration
No
4-2010005367
Registration Date
Status
Class/es
21 Oct
2010
Registered
25
41
18
28
16
Philippines
JOLLIBEE
MASCOT HOUSE
DEVICE( IN
BLACK & WHITE)
4-2010005366
20 May
2010
4-2010005366
21 Oct
2010
Registered
16
25
41
28
18
Philippines
JOLLIBEE SUPER
MEALS
4-2005002450
15 Mar
2005
4-2005002450
18 Dec
2006
Registered
43
Philippines
JOLLIKIDS
4-2005000388
13 Jan
2005
4-2005000388
08 Jun
2006
Registered
26
16
18
25
Philippines
JOLLITOWN
4-2008005395
08 May
2008
108
4-2008005395
25 Mar
2010
Registered
16
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
25
24
18
20
27
28
41
Philippines
Jolly Cheezy Fries
4-2005006933
22 Jul
2005
4-2005006933
05 Nov
2007
Registered
29
Philippines
JOLLY CRISPY
FRIES
4-2009006965
14 Jul
2009
4-2009006965
15 Apr
2010
Registered
35
Philippines
JOLLY CRISPY
FRIES (WORD
MARK)
4-2004006392
20 Jul
2004
4-2004006392
09 Feb
2009
Registered
29
Philippines
JOLLY CRISPY
FRIES. BEST
FRIENDS FRIES.
4-2009006907
13 Jul
2009
4-2009006907
19 Nov
2009
Registered
35
Philippines
JOLLY HOTDOG
4-2009006903
13 Jul
2009
4-2009006903
24 Dec
2009
Registered
29
35
109
Country
Trademark
TM Logo
Application
No
4-2009006906
Application
Date
13 Jul
2009
Registration
No
Registration Date
Status
Class/es
4-2009006906
19 Nov
2009
Registered
35
Philippines
JOLLY HOTDOG.
SARAP ON-THEMOVE.
Philippines
JOLLY KRUNCHY
TWIRL
4-2005001998
02 Mar
2005
4-2005001998
18 Sep
2006
Registered
30
Philippines
JOLLY SHAKES
WRITTEN IN
COLORS RED
AND ORANGE
ENCLOSED BY A
RECTANGLE
SHADED IN BLUE
4-2003001019
05 Feb
2003
4-2003001019
20 Nov
2006
Registered
30
Philippines
JUICYLICIOUS
(WORD MARK)
4-2012000564
16 Jan
2012
Pending
29
Philippines
LANGHAP SARAP
4-2009003033
23 Mar
2009
4-2009003033
12 Nov
2009
Registered
29
Philippines
MAAGA ANG
PASKO (WORD
MARK)
4-2012001251
01 Feb
2012
4-2012001251
11 May
2012
Registered
36
Philippines
POPO MASCOT
DESIGN
4-2008007564
25 Jun
2008
4-2008007564
23 Jul 2009
Registered
18
29
29
30
110
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
21
24
41
20
27
16
25
28
Philippines
POPO MASCOT
HOUSE DEVICE
(IN BLACK &
WHITE)
4-2010005364
20 May
2010
4-2010005364
21 Oct
2010
Registered
18
16
28
25
41
Philippines
POPO MASCOT
HOUSE DEVICE
(IN COLOR)
4-2010005369
20 May
2010
4-2010005369
14 Oct
2010
Registered
18
16
28
41
25
Philippines
SPAGHETTIEST
4-2009003358
31 Mar
2009
Pending
32
29
30
Philippines
SWIRLY-BITZ
(STYLIZED)
4-2000000424
20 Jan
2000
4-2000000424
13 Nov
2003
Registered
30
32
111
Country
Trademark
Philippines
TWIRLIE MASCOT
DESIGN
TM Logo
Application
No
4-2008007561
Application
Date
25 Jun
2008
Registration
No
4-2008007561
Registration Date
Status
Class/es
23 Jul 2009
Registered
41
24
21
27
18
25
28
16
20
Philippines
TWIRLIE MASCOT
HOUSE DEVICE
(IN BLACK &
WHITE)
4-2010005363
20 May
2010
4-2010005363
21 Oct
2010
Registered
25
18
41
28
16
Philippines
TWIRLIE MASCOT
HOUSE DEVICE
(IN COLOR)
4-2010005370
20 May
2010
4-2010005370
14 Oct
2010
Registered
18
16
28
41
25
Philippines
YUM (WORD
MARK)
4-2003008177
04 Sep
2003
4-2003008177
11 Nov
2010
Registered
43
29
112
Country
Trademark
Philippines
YUM MASCOT
DESIGN
TM Logo
Application
No
4-2008007565
Application
Date
25 Jun
2008
Registration
No
4-2008007565
Registration Date
Status
Class/es
23 Jul 2009
Registered
20
21
41
25
27
18
24
16
28
Philippines
YUM MASCOT
HOUSE DEVICE
(IN BLACK &
WHITE)
4-2010005362
20 May
2010
4-2010005362
06 Jan
2011
Registered
16
18
25
28
41
Philippines
YUM MASCOT
HOUSE DEVICE
(IN COLOR)
4-2010005371
20 May
2010
4-2010005371
14 Oct
2010
Registered
18
25
28
41
16
Qatar
BEE DEVICE
80980
15 Apr
2010
113
80980
15 Apr
2010
Registered
43
Country
Trademark
TM Logo
Application
No
74466
Application
Date
30 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Qatar
BEE HEAD
DEVICE (Black &
White) - MAIN
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
Qatar
JOLLIBEE
CHARACTER AND
DEVICE
57955
08 Jul
2009
Pending
30
114
Country
Trademark
TM Logo
Application
No
57956
Application
Date
08 Jul
2009
Registration
No
Registration Date
Status
Class/es
Pending
42
Qatar
JOLLIBEE
CHARACTER AND
DEVICE
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
Qatar
JOLLIBEE LOGO &
DEVICE
57953
08 Jul
2009
Pending
42
115
Country
Trademark
TM Logo
Application
No
74464
Application
Date
30 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
43
Qatar
JOLLIBEE WORD
MARK - MAIN
Qatar
JOLLIBEE WORD
MARK - MAIN
74465
30 Apr
2012
Romania
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
13511
08 Mar
1995
29524
08 Mar
2005
Registered
29
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
Saudi
Arabia
BEE HEAD
DEVICE (Black &
White) - MAIN
182343
21 May
2012
Pending
43
42
116
Country
Trademark
TM Logo
Application
No
182346
Application
Date
21 May
2012
Saudi
Arabia
CHICKENJOY
WORD MARK MAIN
Saudi
Arabia
CHICKENJOY
WORD MARK MAIN
182347
21 May
2012
Saudi
Arabia
JOLLIBEE & Bee
Device (word &
device mark)
122600
01 Oct
2007
Saudi
Arabia
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
43
1038/92
21 Jan
2009
Registered
43
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
Saudi
Arabia
JOLLIBEE WORD
MARK - MAIN
182345
21 May
2012
Pending
43
117
Country
Trademark
TM Logo
Application
No
T120598
1F
Application
Date
26 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
43
Singapore
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
Singapore
CHICKENJOY
WORD MARK MAIN
T120574
8A
20 Apr
2012
Singapore
JOLLIBEE &
DEVICE
T93/0347
3H
11 May
1993
T93/03473H
11 May
1993
Registered
42
Singapore
JOLLIBEE &
DEVICE
T93/0891
2E
15 Nov
1993
T93/08912E
15 Nov
1993
Registered
32
Singapore
JOLLIBEE &
DEVICE
T93/0347
1A
11 May
1993
T93/03471A
11 May
1993
Registered
29
Singapore
JOLLIBEE
CHARACTER AND
DEVICE
T090826
1F
24 Jul
2009
T0908261F
24 Jul 2009
Registered
29
43
29
30
43
118
Country
Singapore
Trademark
JOLLIBEE LOGO
AND DEVICE
TM Logo
Application
No
T090826
0H
Application
Date
24 Jul
2009
Registration
No
T0908260H
Registration Date
Status
Class/es
24 Jul 2009
Registered
30
43
29
Singapore
JOLLIBEE WORD
& DEVICE
3473/93
Singapore
JOLLIBEE WORD
& DEVICE
3472/93
Singapore
JOLLIBEE WORD
MARK - MAIN
T120574
7C
11 May
1993
Registered
42
11 May
1993
Registered
30
Pending
29
20 Apr
2012
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
Spain
BEE HEAD
DEVICE (Black &
White)
3012444
05 Jan
2012
Pending
43
29
119
Spain
CHICKENJOY
WORD MARK
Application
Date
05 Jan
2012
Spain
JOLLIBEE WORD
MARK
05 Jan
2012
3012443
21 May
2012
Registered
29
Sri Lanka
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
01 Jun
1997
81591
15 Aug
2000
Registered
42
Syria
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
56344
05 Oct
1995
Registered
30
Country
Trademark
TM Logo
Application
No
Registration
No
Registration Date
Status
Class/es
3012445
21 May
2012
Registered
43
29
43
81591
29
42
Syria
56345
JOLLIBEE
MASCOT DEVICE
23 Oct
1995
Registered
42
29
30
Thailand
JOLLIBEE &
THREE BEE
DEVICE
(JOLLIBEE
MASCOT)
284093
19 Apr
1995
BOR4134
19 Apr
1995
Registered
43
Thailand
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
284091
19 Apr
1995
KOR41802
19 Apr
1995
Registered
29
43
120
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
29
JOLLIBEE GREAT
BURGERS GREAT
CHICKEN &
DEVICE
284092
19 Apr
1995
Registered
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
Registered
43
Thailand
BOR4135
19 Apr
1995
43
121
126847
23 Aug
2012
Application
No
126844
Application
Date
10 Mar
2009
Registration Date
Status
Class/es
126844
23 Aug
2012
Registered
29
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
Country
Trademark
United Arab
Emirates
JOLLIBEE
CHARACTER AND
DEVICE
United Arab
Emirates
TM Logo
122
Registration
No
Application
No
126840
Application
Date
10 Mar
2009
JOLLIBEE LOGO &
DEVICE
126842
10 Mar
2009
126842
United Arab
Emirates
JOLLIBEE LOGO &
DEVICE
126841
10 Mar
2009
United Arab
Emirates
JOLLIBEE LOGO &
DEVICE
126843
United Arab
Emirates
JOLLIBEE
MASCOT DEVICE
16345
Country
Trademark
United Arab
Emirates
JOLLIBEE LOGO &
DEVICE
United Arab
Emirates
TM Logo
123
Registration
No
Registration Date
Status
Class/es
Registered
29
23 Aug
2012
Registered
32
126841
23 Aug
2012
Registered
30
10 Mar
2009
126843
23 Aug
2012
Registered
43
27 May
1996
14694
25 Apr
1998
Registered
42
Country
Trademark
TM Logo
Application
No
173867
Application
Date
20 May
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
Pending
43
United Arab
Emirates
JOLLIBEE WORD
MARK - MAIN
United Arab
Emirates
JOLLIBEE WORD
MARK - MAIN
173868
20 May
2012
United
Kingdom
Jollibee (Stylised) &
Device
2572105
14 Feb
2011
2572105
14 Feb
2011
Registered
43
United
States of
America
AMAZING ALOHA
78/77348
3
14 Dec
2005
3399726
18 Mar
2008
Registered
29
United
States of
America
BEE HAPPY
76/35592
0
07 Jan
2002
2,830,503
06 Apr
2004
Registered
43
United
States of
America
BEE HEAD
DEVICE (Black &
White)
85/51390
0
11 Jan
2012
Pending
43
29
United
States of
America
CHICKENJOY
78/77349
0
14 Dec
2005
United
States of
America
CHICKENJOY
85/52481
4
25 Jan
2012
124
3949145
19 Apr
2011
Registered
29
Pending
43
Country
Trademark
TM Logo
Application
No
7429498
0
Application
Date
17 Jul
1992
Registration
No
Registration Date
Status
Class/es
1758539
16 Mar
1993
Registered
42
United
States of
America
CHOWKING
United
States of
America
HEAVYWEIGHT
YUMBURGER
78/77351
7
14 Dec
2005
3349865
04 Dec
2007
Registered
30
United
States of
America
JOLLIBEE
78/68390
6
02 Aug
2005
3196017
09 Jan
2007
Registered
43
United
States of
America
JOLLIBEE
78/54642
7
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
2074116
JOLLIBEE &
DESIGN
125
24 Jun
1997
Registered
29
Country
United
States of
America
Trademark
JOLLIBEE &
DEVICE
TM Logo
Application
No
74/40999
2
Application
Date
07 Jul
1993
Registration
No
2074116
Registration Date
Status
Class/es
24 Jun
1997
Registered
29
42
30
32
United
States of
America
JOLLIBEE
BURGER STEAK
78/77347
7
14 Dec
2005
United
States of
America
JOLLIBEE WORD
MARK
85/52488
6
25 Jan
2012
United
States of
America
JOLLY
SPAGHETTI
78/77347
6
14 Dec
2005
3374063
United
States of
America
PALABOK FIESTA
78/77347
0
14 Dec
2005
United
States of
America
YUM
78773,415
United
States of
America
YUMBURGER
78/77338
3
126
3562559
13 Jan
2009
Registered
29
Pending
29
22 Jan
2008
Registered
29
3393101
04 Mar
2008
Registered
29
14 Dec
2005
3,363,459
01 Jan
2008
Registered
30
14 Dec
2005
3349864
04 Dec
2007
Registered
30
Country
Vietnam
Trademark
BEE HEAD
DEVICE (BLACK &
WHITE) - MAIN
TM Logo
Application
No
Application
Date
4201208
039
24 Apr
2012
Registration
No
Registration Date
Status
Class/es
Pending
29
43
43
29
Vietnam
CHICKENJOY
WORD MARK MAIN
4201208
038
24 Apr
2012
Pending
29
29
43
43
Vietnam
JOLLIBEE
4200502
046
25 Feb
2005
89304
20 Sep
2007
Registered
43
43
Vietnam
JOLLIBEE and
Device
4-199313733
04 Jun
1993
11429
02 Apr
1994
Registered
29
42
30
32
127
Country
Vietnam
Trademark
JOLLIBEE
MASCOT
TM Logo
Application
No
4200825
172
Application
Date
25 Nov
2008
Registration
No
153633
Registration Date
Status
Class/es
28 Oct
2010
Registered
29
43
43
29
Vietnam
JOLLIBEE
MASCOT DEVICE
4-199522456
08 Apr
1995
18932
08 Apr
1995
Registered
42
42
Vietnam
JOLLIBEE
MASCOT DEVICE
4-199522974
18 May
1995
19997
10 Feb
1996
Registered
29
29
Vietnam
JOLLIBEE
STACKED LOGO
4-200825170
25 Nov
2008
153631
28 Oct
2010
Registered
43
29
43
29
Vietnam
JOLLIBEE WORD
MARK - MAIN
4201208
037
24 Apr
2012
Pending
29
29
43
128
Country
Trademark
TM Logo
Application
No
Application
Date
Registration
No
Registration Date
Status
Class/es
43
Vietnam
PEEKING BEE
4200825
171
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.
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
FTI Sunshine Mall
Tanay Uptown
Ortigas Roosevelt
C5 Libis
SM Mall of Asia
TriNoma
E. Rodriguez
Shell SLEX
1)Northbound
2)Southbound
Ever Ortigas
Robinsons
Luisita
(former Lessor Luisita
Tarlac)
Paseo de Sta. Rosa
Lucena Grand Central
Zamboanga Camins
Naga
La Union SFE
Makro Cainta
Site Owner
Shoppers Paradise FTI Corporation
Fidel Melendres
Alben Holdings Corp.
SM Prime Holdings
Ayala Land Inc.
Linkage Real Estate & Management
Corp.
Pilipinas Shell Petroleum Corp.
Robinsons Land Corp. (former
Lessor Luisita Realty Corp.)
Greenfield Dev’t. Corp.
Lucena Grand Central Terminal
Inc.
24k Property Ventures Inc.
Leonardo Sia
Cash & Carry Makro Philippines
129
Type of Lease
Building lease
Building lease
Land lease
Land lease
Building lease
Building lease
Land lease
Land lease
Land lease
Land lease
Building lease
Land lease
Building lease
Building lease
Building lease
Building lease
Building lease
Land lease
Store Location
Dolores Junction
Pioneer United
Zamboanga Veterans
Katipunan
Site Owner
Inc.
Jolly Palate Foods Corp.
Mr. & Mrs. Benito Valencia
Annabelle Santos Adriano
V.M. Belizario & Sons Dev’t. Corp.
Type of Lease
Land lease
Land lease
Land lease
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 7,719square 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.
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.
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
130
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.”
MARKET PRICE OF AND DIVIDENDS ON COMPANY’S COMMON EQUITY
MARKET INFORMATION
Shares traded at the Philippine Stock Exchange
st
1 Quarter
2nd Quarter
3rd Quarter
4th Quarter
2012
HIGH
119.50
118.00
107.90
109.80
Low
89.20
100.00
94.00
99.70
2011
High
90.00
98.50
92.00
95.00
Low
68.05
83.00
81.95
82.00
Source: Philippine Stock Exchange
The high and low daily closing prices as of May 15, 2013 are PhP 139.10 and PhP_104.20
respectively.
131
HOLDERS
There are approximately 3,281 holders as of May 15, 2013.
shareholders as of this date are:
The Company’s top 20
Jollibee Foods Corporation
Top 20 Stockholders
As of May 15, 2013
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
Total Direct
% of Ownership
& Indirect Shares
Issued & Outstanding
PCD Nominee Corporation (Non-Filipino)
PCD Nominee Corporation (Filipino)
Winall Holding Corporation
Gemma Tanbuntiong
Venice Corporation
A-Star Holding Corporation
Tony Tan Caktiong
Azucena T. King
Longshore Corporation
William Tan Untiong
Ernesto Tanmantiong
Paul Rosenberg
Great Pacific Life Assurance Corp.
Sysmart Corporation
Susana Tanmantiong
Total
Others
307,962,677
273,218,750
127,743,747
75,215,013
54,140,736
42,905,713
29,168,935
27,430,964
21,910,601
18,920,382
16,920,393
15,279,203
10,491,199
8,260,184
6,887,389
4,635,970
1,299,340
925,000
759,374
698,857
1,044,774,427
1,421,127
29.44%
26.12%
12.21%
7.19%
5.18%
4.10%
2.79%
2.62%
2.09%
1.81%
1.62%
1.46%
1.00%
0.79%
0.66%
0.44%
0.12%
0.09%
0.07%
0.07%
99.86%
0.14%
Total Issued and Outstanding
Treasury Shares ( per SEC 11-C)
Total Issued and Outstanding*
*(net of Treasury Shares)
1,062,642,894
16,447,340
1,046,195,554
1.57%
100.00%
Source: JFC Masterlist submitted by RCBC.
132
EQUITY OWNERSHIP OF FOREIGNERS
The foreign ownership percentage as of May 15, 2013 is as follows:
Citizenship
(1)
French
Korean
Other Alien
Singaporean
British
American
Chinese
900
20,000
308,192,461
18,000
1,250
1,226,033
2,000
% over Total
Issued and
Outstanding
Shares
0.00%
0.00%
29.46%
0.00%
0.00%
0.12%
0.00%
Total
309,460,644
29.58%
Number of
Shares Held
Dividends
The Company declares dividends on a semi-annual basis and upon approval by the Board of
Directors. Dividends of up to 33% of each year’s net income is declared during the year.
Below are the cash dividend declarations of the Company for the years 2012, 2011 and 2010:
Cash Dividend
PhP1.43
Php0.82
PhP0.50
PhP0.57
PhP0.58
PhP0.62
PhP1.00
(Special
Cash
Dividend)
(2)
Declaration Date
April 12, 2010
November 10, 2010
April 13, 2011
November 4, 2011
April 12, 2012
November 12, 2012
November 12, 2012
Record Date
Ex-Date
May 04, 2010
November 22, 2010
May 2, 2011
November 17, 2011
May 4, 2012
November 27, 2012
November 27, 2012
Payment Date
May 07, 2010
November 25, 2010
May 5, 2011
November 22, 2011
May 9, 2012
December 3, 2012
December 3, 2012
June 03, 2010
December 21, 2010
May 31, 2011
December 16, 2011
May 31, 2012
December 19, 2012
December 19, 2012
Recent Sales of Unregistered Securities
There are no recent sales of unregistered securities.
DISCUSSION ON
GOVERNANCE
COMPLIANCE
WITH
LEADING
PRACTICES
ON
CORPORATE
a. Evaluation System to Determine Compliance with Manual of Corporate Governance
The Company has adopted a Manual of Corporate Governance (“Manual”) which was filed with and
133
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.
The Company also adopts the Corporate Governance Self-Rating Form as an evaluation system for the
Company to measure or determine the level of compliance of the Board of Directors and top
management with its Manual of Corporate Governance. The evaluation is conducted, as much as
practicable, every start of the year.
b. Measures Undertaken to Comply with Leading Practices on Corporate Governance
The result of the Corporate Governance Self-Rating Form and other submissions on Corporate
Governance are analyzed and the results are presented to the Board of Directors. Areas where
compliance is not perfect is explained and ways are discussed on how to have full compliance with all
the leading practices on corporate governance. The Board keeps abreast of latest practices on good
corporate governance.
c. Deviations from the Company’s Manual of Corporate Governance
There has been no major deviation from the Company’s Manual of Corporate Governance.
d. Plan to Improve Corporate Governance
In line with SEC Circular No. 6-2009, continuous monitoring of compliance with the Manual of
Corporate Governance and keeping abreast with the developing leading practices on corporate
governance will give the Company the opportunity to improve corporate governance.
UNDERTAKING TO PROVIDE ANNUAL REPORT
The Company shall furnish the stockholders a copy of SEC Form 17-A, free of charge, upon a written
request addressed to:
Office of the Corporate Secretary
Jollibee Foods Corporation
7/F Jollibee Plaza Building
Emerald Avenue, Pasig City
134
ANNEX “B”
SUMMARY OF RESOLUTIONS OF THE
BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
SINCE THE LAST ANNUAL STOCKHOLDERS’ MEETING
135
Date
Resolutions
June 22, 2012
Organizational Meeting of
the Board of Directors
Certification of Election of Directors for the year 2012-2013
Election of Officers for the year 2012-2013
Designation of Members of Board Committees
Conversion to Equity of Receivables from Subsidiaries; Additional
Investment to Jollibee Worldwide Pte. Ltd.
Write-off of Receivables from Subsidiaries
Independent Adviser; Appointment of Assistant Corporate Secretary
Approval of amended resolutions for the request for refund from the
Philippine Deposit Insurance Corporation
Designation of Regional Business Unit Heads – Jollibee brand
Oppositions to trademark applications
Presentation and Approval of the 2nd Quarter 2012 Results
Presentation of Updates from the Chowking Business Unit
Introduction of Heads of International Business Units
Presentation on proposed joint venture. Approval of delegation to the
Executive Committee to approve the joint venture.
Approval of the proposed joint venture with Hoppime Ltd. to establish a
joint venture company to own and operate the 12 Sabu brand in the People’s
Republic of China, Hong Kong and Macau. The Executive Committee was
authorized by the Board of Directors to approve the proposed joint venture
upon the recommendation of management.
Designation of authorized representatives in a Supreme Court case.
Designation of authorized representatives to request for refund from the
Manila Electric Company
Oppositions to trademark applications.
Renewal of accreditation as meat importer
Designation of authorized signatory for lease and real estate contracts
Approval of proposed changes to the Senior Management Stock Option and
Incentive Plan
Designation of authorized representative for a deed of sale
Opposition to trademark applications
July 3, 2012
Meeting of the Executive
Committee of the Board of
Directors
August 13, 2012
Meeting of the Board of
Directors
August 22, 2012
Minutes of Action of the
Executive Committee of the
Board of Directors
September 3, 2012
Directors
October 19, 2012
Directors
November 5, 2012
Directors
November 12, 2012
Directors
January 7, 2013
February 4, 2013
Directors
February 11, 2013
Presentation and Approval of the 3rd Quarter 2012 Results
Presentation and Approval of the 2013 Budget
Ratification of Actions Approved by the Executive Committee from January
1 to November 5, 2012
Designation of authorized representative for telco transactions
Assignment of country club share
Presentation and Approval of the 4th Quarter 2012 Results
136
Date
Directors
March 4, 2013
Directors
April 1, 2013
Directors
April 11, 2013
Directors
April 22, 2013
Minutes of Action of the
Executive Committee of the
Board of Directors
May 14, 2013
Directors
Resolutions
Approval of Continuing Guarantees
Renewal of ICare permits
Designation of authorized representatives for litigation cases
Assignment of country club shares
Application for copyright
Approval of closure of store; retirement of permits
Designation of authorized signatory for lease and real estate contracts
Presentation and Approval of the 2012 Audited Financial Statements
Appropriation of Additional Retained Earnings
Donation to the Jollibee Group Foundation, Inc.
Approval of Additional Capital Infusions into Jollibee Worldwide Pte. Ltd.
Renewal of accreditation as meat importer
Designation of authorized representative for the waiver of statute of
limitations for the Bureau of Internal Revenue
Presentation and Approval of the 1st Quarter 2013 Results
Designation of Record Date
137

2013 Definitive Information Statement

Transcription

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