COVER SHEET 0 0 0 0 1 0 8 4 7 6 S.E.C Registration Number P H I L I P P I N E S E V E N C O R P O R A T I O N (Company’s full Name) 7 t h F l r . T h e C o l u m b i a T o w e r O r t i g a s A v e. M a n d a l u y o n g C i t y (Business Address: No. Street City / Town / Province) 724-44-41 to 51 Atty. Evelyn S. Enriquez Corporate Secretary Company Telephone Number Contact Person 1 2 3 1 1 7 . A 0 7 3rd Thursday Month Day FORM TYPE Month Day Fiscal Year Annual Meeting ANNUAL REPORT Secondary License Type, if Applicable Dept. Requiring this Doc. Amended Articles Number/Section Total Amount of Borrowings Total No. of Stockholders Domestic Foreign -------------------------------------------------------------------------------------------------------------------------------- ---------- To be accomplished by SEC personnel concerned File Number LCU Document I.D. Cashier STAMPS Remarks = pls. use black ink for scanning purposes 0 SECURITIES AND EXCHANGE COMMISSION SEC FORM 17-A ANNUAL REPORT PURSUANT TO SECTION 17 OF THE SECURITIES REGULATION CODE AND SECTION 141 OF CORPORATION CODE 1. For the fiscal year ended 2014 2. SEC Identification Number 108476 3. BIR Tax Identification No . 000-390-189-000 4. Exact name of registrant as specified in its charter PHILIPPINE SEVEN CORPORATION 5. Philippines Province, Country or other jurisdiction of Incorporation or Organization 6. (SEC Use Only) Industry Classification Code: 7. 7th Floor, The Columbia Tower , Ortigas Ave., Mandaluyong City 1550 Address of principal office Postal Code 8. (632) 724-4441 to 51 Registrant’s telephone number, including area code 9. Not Applicable_ ____________________________________ Former name, former address, and former fiscal year, if changed since last report. 10. Securities registered pursuant to Sections 8 and 12 of the SRC, or Sec. 4 and 8 of the RSA Title of Each Class Number of Shares of Common Stock Outstanding Common 458,435,323 11. Are any or all of these securities listed on the Philippine Stock Exchange. Yes X No Title of Class Total Shares Listed Common Shares 459,121,573 2 12. Check whether the registrant: (a) has filed all reports required to be filed by Section 17 of the SRC and SRC Rule 17 thereunder or Section 11 of the RSA and RSA Rule 11(a)-1 thereunder, and Sections 26 and 141 of The Corporation Code of the Philippines during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); (b) Has been subject to such filing requirements for the past 90 days. Yes X No 13. The aggregate market value of the voting stock held by non- affiliates of the registrant. The aggregate market value of 148,380,952 share of common stock is Php 12,538,190,444.00 based on the bid price of P84.50 per share as of December 29, 2014, the last transaction date for the year under review. DOCUMENTS INCORPORATED BY REFERENCE (a) List of leased properties for the 7-Eleven Stores operational as Corporate and under a Franchise Agreement (Appendix “A”); (b) Management’s Discussion and Analysis of 2014 Operations as per Item 6 of SEC Form 17-A (Appendix “B”); (c) Audited Consolidated Financial Statements for the year end December 31, 2014 showing the financial condition of registrant as per Item 7 of SEC Form 17-A (Appendix “C”); (d) 2014 Consolidated Changes to Annual Corporate Governance Report (ACGR) (Appendix “D”). 3 PART I – BUSINESS AND GENERAL INFORMATION Item 1. Business Philippine Seven Corporation (“PSC”) was registered with the Securities and Exchange Commission (“SEC”) on November 23, 1982. It acquired from Southland Corporation (now Seven Eleven, Inc. or “SEI”) of Dallas, Texas the license to operate 7-Eleven stores in the Philippines in December 13, 1982. Operations commenced with the opening of its first store in February 29, 1984 at the corner of Kamias Road and EDSA Quezon City, Metro Manila. Considering the country’s economic condition at that time, the Company grew slowly in its first few years of existence. In July 28, 1988, PSC transferred the Philippine area license to operate 7-Eleven stores to its affiliate, Phil-Seven Properties Corporation (“PSPC”), together with some of its store properties. In exchange thereof, PSC received 47% of PSPC stock as payment. Concurrent with the transfer, PSC entered into a sublicensing agreement with PSPC to operate 7- Eleven stores in Metro Manila and suburbs. As part of PSPC’s main business, it acquired or leased commercial properties and constructed retail store buildings, leasing the buildings to PSC on long term basis together with most of the capital equipment used for store operations. In effect, PSC concentrated on managing its stores and effectively took the role of a pure retailer. In May 2, 1996, the stockholders of both PSC and PSPC approved the merger of the two companies to advance PSC group’s expansion. In October 30, 1996, SEC approved the merger and PSPC was then absorbed by PSC as the surviving entity. With the consolidation of the respective lines of business of PSC and PSPC, PSC’s retailing strengths were complemented by PSPC’s property and franchise holdings. Their management as a single entity enhanced operational efficiency and strengthened ability to raise capital for growth. PSC listed its shares (SEVN) in the Philippine Stock Exchange and had its initial public offering in February 04, 1998. The shares were offered at the price of P4.40 per share from its par value of P1.00 per share. In September 17, 1998, PSC established Convenience Distribution Inc. (“CDI”), a wholly owned subsidiary, to provide a centralized warehouse and distribution system to service its 7-Eleven stores. With the effectivity of the Retail Trade Liberalization Act (R.A. 8762) on March 25, 2000, foreign entities were allowed to invest in an existing retail company subject to the requirements of the law. President Chain Store (Labuan) Holdings, Ltd. (PCSL), a Malaysian investment holding company, purchased 119,575,008 common shares of PSC or 50.4% of PSC’s outstanding capital stock at the price of P8.30 per share. The purchase was made under a tender offer during October 9 to November 7, 2000. PCSL is affiliated with President Chain Store Corporation, which is also the 7-Eleven licensee in Taiwan operating about 2,700 stores. This provided alliance to source for technical support to strengthen PSC’s organizational structure and operating systems and pursue store expansion plans on sound and profitable basis. A new affiliate, Store Sites Holding, Inc., was also established on November 9, 2000, as the entity to own land properties. These land properties are leased to PSC by SSHI. PSC’s area license to operate 7-Eleven Stores in the Philippines was renewed in August 31, 2007 for another term of 20 years, renewable every 10 years. The Renewal Area License Agreement has been approved by and registered with the Intellectual Property Office as of September 25, 2007. PSC initiated the establishment of PhilSeven Foundation, Inc. (PFI) in October 2, 2007 to support its corporate social responsibility programs. PFI was granted a certificate of registration by DSWD on August 6, 2010, after completing the 2-year operations requirement. BIR issued a certificate of registration to PFI dated December 21, 2011 recognizing PFI as a donee institution. In May 10, 2013, BIR renewed for another 3 years PFI’s certification as donee institution in accordance with RR No. 13-98. In October 10, 2013, PFI became a member of the League of Corporate Foundations, Inc. The company had a manpower complement of 4,164 personnel, 902 of whom are regular employees, 153 contractual/probationary and 3,109 cooperative members to augment temporary needs during peak hours or season in the stores and the support services units. There is no existing labor union in the company and collective bargaining agreement. There is a PSC Employees Council which communicates to management the employees concerns. There has been no strike or threat to strike from the employees for the past three years. The Company has a Retirement Benefit Plan which aims to provide, through a retirement fund, for the payment of retirement, disability, death or separation benefits to its employees or their beneficiaries as the case may be. Further, in accordance with employees’ benefits program, the Company provides health and life insurance coverage, wellness program, and work leaves under the law and company policies. The company provides all regular employees with Health 4 Insurance where they are eligible for in-patient care, out-patient care, emergency care, dental care, surgical procedures and other sophisticated procedures and maternity benefits. Employees are also covered with Group Life and Accident Insurance Plan which serves as protection in case of death, whether natural cause or accident, and dismemberment. Wellness program are also provided to the employees to further improve health and fitness among them thereby increasing productivity in the workplace. Recognizing the need of employees for growth, training and development programs are regularly provided by PSC across all levels. For Senior Management and Officers, the company conducts a Leadership Academy & Mentor’s Leadership Training Program with the objective in line with the Company’s succession planning program. In-house trainings are also provided by the Company to employees with specialist and rank & file level. Topics of these trainings range from basic communication, basic negotiation, and project management among others, these are offered quarterly, every two months or at least twice a year.