e6vk
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the period commencing January 23, 2007 through February 19, 2007
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Exact name of registrant as specified in its charter)
Royal Philips Electronics
(Translation of registrants name into English)
The Netherlands
(Jurisdiction of incorporation or organization)
Breitner Center, Amstelplein 2, 1096 BC Amsterdam, The Netherlands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover
Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule101(b)(1): ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule101(b)(7): ___
Indicate by check mark whether the registrant by furnishing the information contained in this Form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes o No þ
Name and address of person authorized to receive notices
and communications from the Securities and Exchange Commission:
E.P. Coutinho
Koninklijke Philips Electronics N.V.
Amstelplein 2
1096 BC Amsterdam The Netherlands
This report comprises a copy of the Annual Report of the Philips Group for the year ended December
31, 2006, dated February 19, 2007, as well as copy of the press release entitled:
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Philips appoints three new members to Group Management Committee, dated January 30, 2007; |
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Leading healthcare companies join in major research and development effort to prevent heart attack and stroke, dated
January 30, 2007; |
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Philips completes acquisition of Partners in Lighting International, dated February 6, 2007; |
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Philips sells OM&T activities to Moser Baer of India, dated February 6, 2007; |
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Philips and CEC sign definitive agreement to transfer remaining Philips Mobile Phone activities to CEC, dated February
12, 2007; |
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Philips to propose re-appointment of Management Board members and Supervisory Board members to shareholders, dated
February 19, 2007; |
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Philips' Green Products achieve sales of
over EUR 4 billion, dated February 19, 2007. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf, by the undersigned, thereunto duly authorized at Amsterdam,
on the 19th day of February 2007.
KONINKLIJKE PHILIPS ELECTRONICS N.V.
/s/ G.J. Kleisterlee
(President,
Chairman of the Board of Management)
/s/ P.J. Sivignon
(Chief Financial Officer,
Member of the Board of Management)
Driving change, delivering value
Annual Report 2006
The way forward
The divestment of our Semiconductors division in 2006 was a major
milestone on a long journey of change for Philips. We are entering a new era as
a different, much simpler company. Our commitment to improving the quality of
peoples lives through meaningful innovation, however, remains undiminished.
Now we can tighten our focus addressing the need for better healthcare and
well-being, the demand for energy-efficient solutions, particularly in lighting,
and the desire for enjoyable consumer lifestyle experiences.
Philips Annual Report 2006 3
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6 Financial highlights |
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8 Message from the President |
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14 Our leadership |
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20 The Philips Group |
Forward-looking statements
This document contains certain forward-looking statements with respect to the financial condition,
results of operations and business of Philips, in particular in the Outlook section of the chapter
The Philips Group. By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future. Readers are
cautioned not to place undue reliance on forward-looking statements as a number of factors could
cause actual future results and events to differ materially from that expressed in the
forward-looking statement.
Use of non-US GAAP information
In presenting and discussing the Philips Groups financial position, operating results and cash
flows, management uses certain non-US GAAP financial measures like: comparable growth; earnings
before interest, tax and amortization; net operating capital; net debt (cash); and cash flow before
financing activities. These non-US GAAP financial measures should not be viewed in isolation as
alternatives to the equivalent US GAAP measures. A reconciliation of such measures to the most
directly comparable US GAAP measures can be found in the chapter Reconciliation of non-US GAAP
information.
Fair value information
In presenting the Philips Groups financial position, fair values are used for the measurement of
various items in accordance with the applicable accounting standards. Readers are cautioned that
these values are subject to changes over time and are only valid at balance sheet date.
Please refer to the introduction to the Management discussion and analysis section of the chapter
The Philips Group for further explanation of the forward-looking statements, non-US GAAP
information and fair value measurements.
This Annual Report is available online at
® www.philips.com/annualreport2006
It can be downloaded in full or per chapter in PDF; key financials are also available as Excel
downloads.
4 Philips Annual Report 2006
54 The Philips sectors 86 Risk management 100 Report of the Supervisory Board 110 Financial Statements
Contents
Financial statements
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The Philips sectors |
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Philips Annual Report 2006 5
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6 Financial highlights |
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8 Message from the President |
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14 Our leadership |
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20 The Philips Group |
Financial highlights
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all amounts in millions of euros unless otherwise stated |
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20041) |
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20051) |
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2006 |
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Sales |
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24,855 |
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25,775 |
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26,976 |
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Earnings before interest and tax and amortization2) |
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1,864 |
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1,577 |
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1,382 |
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as a % of sales |
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7.5 |
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6.1 |
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5.1 |
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Earnings before interest and tax |
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1,156 |
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1,472 |
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1,183 |
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as a % of sales |
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4.7 |
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5.7 |
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4.4 |
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Results relating to equity-accounted investees |
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1,464 |
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1,754 |
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Net income |
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2,836 |
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2,868 |
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5,383 |
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per common share in euros |
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- basic |
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2.22 |
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2.29 |
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4.58 |
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- diluted |
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2.21 |
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2.29 |
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4.55 |
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Dividend paid per common share in euros |
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0.36 |
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0.40 |
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0.44 |
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Net operating capital2) |
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4,524 |
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5,679 |
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8,724 |
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Cash flows before financing activities2) |
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2,757 |
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2,828 |
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(2,469 |
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Stockholders equity |
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14,860 |
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16,666 |
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22,997 |
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per common share in euros |
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11.60 |
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13.87 |
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20.78 |
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Net debt: group equity ratio2) |
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1 : 99 |
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(5) : 105 |
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(10):110 |
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Employees at
December
313) |
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161,586 |
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159,226 |
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121,732 |
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1) |
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Restated to present the Semiconductors division as a discontinued operation |
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For a reconciliation to the most directly comparable US GAAP measures, see the
chapter Reconciliation of non-US GAAP information |
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Includes discontinued operations 35,116 and 37,417 at December 31, 2004 and 2005
respectively |
6 Philips Annual Report 2006
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54 The Philips sectors |
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86 Risk management |
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100 Report of the Supervisory Board |
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110 Financial Statements |
Philips Annual Report 2006 7
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6 Financial highlights |
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8 Message from the President |
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14 Our leadership |
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20 The Philips Group |
Message from the President
8 Philips Annual Report 2006
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54 The Philips sectors |
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86 Risk management |
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100 Report of the Supervisory Board |
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110 Financial Statements |
We made no fewer than seven strategically aligned acquisitions and continued to
invest heavily in innovation, design and the Philips brand.
Dear shareholder,
2006 was a year of decisive action and profound change for Philips. Executing our strategy to
create value through sustained profitable growth in healthcare, lifestyle and technology, we
successfully concluded the divestment of a majority stake in our Semiconductors division. More
importantly in shaping the future of our company, we made no fewer than seven strategically aligned
acquisitions and continued to invest heavily in innovation, design and the Philips brand. We also
continued the disposal of non-core activities.
Our four main divisions delivered on their objectives, generating returns well in excess of their
cost of capital. Still, performance in some business lines is not yet where we want it to be, so
there are ample opportunities for further improvement. The clean-up of the Other Activities sector
and the decisions we took to reduce Unallocated costs will significantly increase the transparency
of our results and help to unlock the full value of our businesses.
We redeployed capital in a disciplined way, spending a total of EUR 2.5 billion on value-creating
acquisitions in 2006 as we strengthened our businesses in line with our chosen strategic direction.
We also cancelled over 173 million shares, 102 million of which were repurchased in 2006, thereby
returning EUR 3.3 billion to shareholders, including the annual dividend.
With our portfolio now more sharply focused, we have made major strides in creating an organization
and a way of working that should allow us to capture growth opportunities arising from the trends
that are set to define global economic development in the coming years. These include the need for
more and better healthcare, the demand for energy-efficient solutions, particularly in lighting,
and the desire for rewarding consumer lifestyle experiences.
Going forward, we will build upon the growth and value creation momentum we have developed over the
past few years. We will do this by offering customers and end-users compelling value propositions
based on real insights into what they need and want, by harnessing the outstanding array of talent
in our organization, and by pursuing simplicity in everything we do.
Financial performance in 2006
With Semiconductors accounted for as a discontinued operation, sales amounted to almost EUR 27
billion, a comparable increase of 6% and a step up from the 4% achieved in 2005.
Earnings before interest and tax (EBIT) amounted to EUR 1,183 million, which corresponds to an EBIT
margin of 4.4% for the year, impacted by an incidental charge of EUR 256 million, net of insurance
recoveries, for asbestos-related liabilities. Our EBIT margin of 8.2% in the fourth quarter
underlines the performance improvement realized in 2006 and has created the momentum we require to
achieve our profitability target of over 7.5% EBITA in 2007.
Group net income totaled EUR 5,383 million on the back of the gain on the sale of a majority stake
in our Semiconductors division.
The desire to increase shareholder value is what drives our actions. The book value of
stockholders equity has more than doubled over the past three years, from EUR 10 per share in 2003
to almost EUR 21 by the end of 2006.
Philips today is a different company and a different value proposition for shareholders. Having
adjusted our dividend policy last year, we are again increasing the average annual pay-out ratio
this year, to 40-50% of continuing net income. Consistent with this revised
Philips Annual Report 2006 9
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6 Financial highlights |
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8 Message from the President |
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14 Our leadership |
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20 The Philips Group |
dividend policy, we are proposing to the upcoming General Meeting of Shareholders to increase
the dividend for the third year in a row, taking it to EUR 0.60 per share.
Driving change, delivering value
Focusing strongly on Group-wide value creation, our 2006 Management Agenda defined a number of
priority actions. How did we perform on these?
Realize
5-6% top-line growth and a 7-10% EBIT margin as from the end of
2006
In 2006 we
realized comparable top-line growth of 6% year-on-year, a marked increase on the 4% achieved in 2005 and
well in line with our target. Comparable sales grew at all main divisions, led by DAP (11%) and
Lighting (8%); Medical Systems (7%) and Consumer Electronics (5%) also achieved good growth. Sales
in the sector Other Activities decreased by 7% on a comparable basis, in nominal terms a decline of
24%, reflecting the ongoing divestment of non-core businesses.
EBIT at Medical Systems, DAP and Lighting increased compared to 2005, as did EBIT at CE when
excluding the 2005 gain on the TPV transaction. Our strong performance in the last quarter of the
year reinforces our confidence that we will realize our EBITA target in 2007. Referencing EBITA
will make the underlying performance of our businesses more transparent by factoring out the
amortization of intangible assets, which occurs when acquisitions are consolidated. Our EBITA
margin in 2006 would have been 5.1% for the year and 9.1% in the last quarter.
Continue
to grow healthcare as part of the portfolio
As a consequence of our portfolio changes,
professional and consumer healthcare now represents some 27% of sales, compared with 21% in 2005.
Organic growth in our Medical Systems division remains strong and steady, and in 2006 we made
further value-adding acquisitions, including key component supplier Intermagnetics and cardiology
healthcare company Witt Biomedical.
In the field of medical IT, our 2005 acquisition of Stentor has proved a resounding success, with
sales of our iSite PACS solution doubling since the takeover. iSites data-integration capabilities
make a significant contribution to the delivery of high-quality patient care.
We also made progress with our ambitions to build a sizeable consumer health and wellness business,
acquiring mother and babycare products company Avent and emergency response provider Lifeline
Systems. Given their different characteristics, we subsequently decided to split this initiative
into a retail/product business and a service business, with the former continuing in DAP as part of
the Health & Wellness business (which includes Avent, Sonicare and Skin Care) and the latter as
part of Consumer Healthcare Solutions in the Innovation & Emerging Businesses sector, which has
replaced the Other Activities sector as of January 2007.
Our Ambient Experience solutions continue to gain ground. In February 2006 the worlds first
Ambient Experience catheterization lab was opened at the Catharina Hospital in Eindhoven,
Netherlands.
In Asia Pacific, the first exports from the Philips-Neusoft venture in China established in 2004
for the development and worldwide supply of economically priced imaging equipment took place in
2006 with the release and shipment of dual and single-slice CT scanners, radiology systems and
remote-control fluoroscopy systems.
10 Philips Annual Report 2006
54 The Philips sectors 86 Risk management 100 Report of the Supervisory Board 110 Financial Statements
Going forward, we will build upon the growth and value creation momentum we
have developed over the past few years.
Accelerate movement to become a simpler, market-oriented organization
During 2006 we took a number of important steps to further simplify Philips and base our actions on
true customer and market insights.
First of all, we extended our approach to organize ourselves around our customers in professional
healthcare, professional lighting and consumer retail.
We expanded our international key account management in retail from our top 7 accounts to our top
20. This top 20 represents 18% of our total sales, and in 2006 showed 12% sales growth compared to
2005. We also deployed this successful approach deeper into the organization. Under the leadership
of the International Retail Board, every country now has a set of key national accounts on which
divisions work together to ensure a simpler customer experience and higher sales.
Furthermore, we took out a complete regional management layer, reducing the distance between our
global businesses and their local markets. On a country level, we integrated country management
with local marketing and sales management.
In 2007 we will see our key account system evolve to its next stage. In our top 20 national markets
the consumer activities will further align their consumer retail approach in a collaborative model;
in all other, mostly smaller markets, the consumer activities sales forces will be integrated.
This will make our combined Philips footprint in local markets stronger and more professional, so
that we are easier and more attractive for our customers to deal with.
In 2006 we rolled out the next wave of our sense and simplicity brand campaign, highlighting the
benefits offered by simplicity, as well as allowing customers to directly experience simplicity
first hand by means of experiential marketing. These brand investments are paying off, with
our brand value gaining 14% to an estimated USD 6.7 billion, moving us into the top 50 global
brands as ranked by leading brand consultant Interbrand.
Set up a
separate legal structure for Semiconductors and create value by
pursuing strategic options
This goal was achieved in full thanks to a tremendous effort by all concerned a true case of
speed and teamwork. Not only did we set up a separate legal structure for Semiconductors in a
record nine months, we also completed an exhaustive review of the strategic options available. This
led to the sale, in September, of a majority stake in the business to a private equity consortium.
Valuing our Semiconductors division at EUR 8.3 billion, I believe the deal represents good business
for Philips.
Increase
the number of entrepreneurial business leaders with broad-based
experience
It is vital
that our future leaders have a broad base of experience across multiple aspects of Philips
businesses. I am glad to say that of all the top potentials who move to another position, now some
two-thirds are moving to another business or functional area, a significant increase compared to
previous years.
Our acquisitions of relatively young, fast-growing small and medium-sized enterprises also make an
important contribution in bringing new entrepreneurial business leaders into the company, with some
of them being promoted to more senior positions within Philips.
Over the past two years we have conducted an objective assessment and benchmark program among our
senior executives to ensure we have the right people in the right places and via our talent pool
effective succession planning. Our leadership programs place heavy emphasis on business
development, e.g. in emerging markets or our Incubators, which are an ideal environment for the
development of entrepreneurial talent.
Philips Annual Report 2006 11
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6 Financial highlights |
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8 Message from the President |
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14 Our leadership |
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20 The Philips Group |
Exceed our
EUR 500 million overall cost-reduction target within two to
three years
We are fully
on track to exceed the targeted EUR 500 million cost reduction by the end of 2007. In 2006 we made
substantial progress in our drive to simplify our organization and reduce costs by working together
more efficiently. In supply management and IT we have been able to work together as One Philips in
a more structured and harmonized way while ensuring that quality improved and costs went down.
In addition to our existing programs, we will realize a further EUR 75 million reduction on a
run-rate basis in 2007, driven by a simpler country management structure, the removal of a regional
management layer and a lean corporate center, reflecting the divestment of our Semiconductors
business.
Taking value creation to the next level
Philips is now a much simpler company focused around the brand and driven by innovation. We are
well positioned to benefit from major trends that will determine global GDP development in the
coming decade, i.e. the need of a growing and longer-living population for more and affordable
healthcare, the demand for energy-efficient solutions (e.g. in lighting) and developments in the
consumer space. Today, we are seeing the rise of the experience economy. For Philips, this is a
very promising growth area, which is in an early stage of development. Through our Ambient
Experience solutions we want to be a strong force in the ecosystem of this emerging economy.
Capturing the market opportunities presented by these trends should enable us to create even
greater value for our stakeholders. Our Growth, Talent and Simplicity programs, which will be
continued in 2007, remain key to the fulfillment of this ambition.
Growth
In 2007 and beyond we will continue on the growth path we have been following in recent years
redirecting resources to high-growth opportunities, leveraging our brand and competencies,
expanding key account management, stimulating new business development, making value-creating
acquisitions, growing in emerging markets, and innovating and marketing for further organic growth.
The key to profitable growth is to create and retain more happy customers. While we had a wealth of
data in the organization on customer satisfaction, product quality, etc., we did not, until this
past year, have a single key metric across the organization. In 2006 we adopted the Net Promoter
Score (NPS), a simple but powerful concept that measures the answer to just one question: How
likely is it that you would recommend this company/product to a friend or colleague? This metric
will provide a tangible measure of progress, which will help to focus minds and actions in this
vital area.
Talent
Having talented, engaged people in the right place throughout the company is vital for lasting
success. Like satisfied customers, engaged employees are a pre-requisite for growth. It is the task
of leadership to provide our employees at every level of the organization with an inspiring
environment to work in, one where they can contribute fully and feel valued for their talents.
The extent to which we succeed in doing so is measured through our annual employee engagement
survey. And while we see progress year to year, we are still some way off the high-performance
benchmark. This represents probably the biggest untapped improvement potential for the company and
therefore ranks high in our priorities for 2007.
Simplicity
Simplicity everyone knows what it is, but it can be hard to define. For us, simplicity is the
ease with which people can access or control the benefits that technology has to offer. It is our
touchstone, a constant reminder to stop and ask ourselves Will this make life simpler?... or ... Is
there an easier way to do this? It is a way of thinking that is permeating the entire fabric of
our company as we seek to deliver on technologys promise to improve life.
At the 2006 Philips Simplicity Event held in London in October, we unveiled new and innovative
concepts based on our sense and simplicity brand positioning. We also revealed a number of
potential products nearing market readiness that have evolved from earlier Simplicity concepts.
12 Philips Annual Report 2006
54 The Philips sectors 86 Risk management 100 Report of the Supervisory Board 110 Financial Statements
The 15 simplicity-led design concepts that were demonstrated illustrate the progress we are
making across the company in designing and developing solutions that meet the everyday needs of
end-users, enabling them to benefit from new technology and innovations.
Moving forward, we will continue to reduce complexity, not only in our products and services, but
also in our market focus and the way we work.
Management Agenda 2007
Our management agenda for this year again comprises a number of clearly defined goals and
actions aimed at increasing shareholder value:
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Maintain annual average sales growth of 5-6% and achieve above 7.5% EBITA |
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Continue to redeploy capital in a disciplined way through value-creating acquisitions, share
buy-backs and dividends |
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Drive a culture of superior customer experience by delivering on the brand promise and
implementing the Net Promoter Score measure in the company |
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Be an exciting place to work and bring employee engagement to a high-performance benchmark
level within 2 to 3 years |
This agenda reflects our focus on securing sustainable profitable growth. Underpinning this, we
will continue to drive forward our talent and simplicity programs. I believe that with full and
effective implementation of our plans, 2007 will see us continue to grow and deliver value in
every sense of the word.
I would like to take this opportunity to thank the employees of our former Semiconductors division
for all the effort they put into our company over the years. Saying goodbye is never easy, but I am
convinced that under the inspiring leadership of Frans van Houten and his team they too are entering
an exciting new era that will bring considerable success.
I would also like to thank Jouko Karvinen, who left the company in December, for his substantial
contribution in building up our healthcare activities over the last few years. I wish his
successor, Steve Rusckowski, good luck with the next phase of growth and expansion at Medical
Systems.
Lastly, on behalf of my colleagues on the Board of Management, I would like to express my thanks to
you, our shareholders, for the support you continue to give us. I am delighted we have again been
able to increase the value of your company also with our ongoing share repurchase and
cancellation program and to raise the dividend once again. I also wish to thank our other
stakeholders, and in particular our customers, for the trust they have placed in us, as well as our
employees for their unstinting efforts over the past year.
Gerard Kleisterlee
President
Philips Annual Report 2006 13
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6 Financial highlights
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8 Message from the President |
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14 Our leadership
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20 The Philips Group |
Our leadership
The executive management of Philips is entrusted to its Board of Management under the supervision
of the Supervisory Board. The Group Management Committee is the highest consultative body within
Philips. This chapter presents the Board of Management, the Group Management Committee and the
Supervisory Board as of December 31, 2006.
Board of Management
The Board of Management operates under the chairmanship of the President/Chief Executive Officer.
The members of the Board of Management have collective powers and responsibilities. They share
responsibility for the management of Koninklijke Philips Electronics N.V. (the Company), the
deployment of its strategy and policies, and the achievement of its objectives and results. The
Board of Management has, for practical purposes, adopted a division of responsibilities reflecting
the functional and business areas monitored and reviewed by the individual members. According to
the Companys corporate objectives and Dutch law, the Board of Management is guided by the
interests of the Company and its affiliated enterprises within the Group, taking into
consideration the interests of the Companys stakeholders, and is accountable for the performance
of its assignment to the Supervisory Board and the General Meeting of Shareholders. The Rules of
Procedure of the Board of Management are published on the Companys website
(www.philips.com/investor).
The Supervisory Board has decided to propose to the 2007 General
Meeting of Shareholders to re-appoint Mr Kleisterlee as President/CEO and member of the Board of
Management and to appoint Mr Steve Rusckowski (1957, American), CEO of the Companys Medical
Systems division, as member of the Board of Management, effective April 1, 2007.
Corporate governance
A full description of the Companys corporate governance structure is published in the chapter
Corporate governance of this Annual Report and on the Companys website.
Gerard Kleisterlee
1946, Dutch
President/Chief Executive Officer (CEO) and Chairman of the Board of Management and the Group
Management Committee
President/CEO and Chairman of the Board of Management since April 2001, member
of the Board of Management since April 2000 and member of the Group Management Committee since
January 1999
Corporate responsibilities: Communications, Internal Audit, Legal, Human Resources
Management, Strategy, Technology Management, Consumer Healthcare Solutions
After graduating in
electronic engineering at Eindhoven University of Technology, Gerard Kleisterlee started his career
with Philips in 1974 at Medical Systems. In 1981 he became General Manager of Professional Audio
Systems. In 1986 he joined Philips Components and, after becoming General Manager of Philips
Display Components for Europe, he was appointed Managing Director of Philips Display Components
worldwide in 1994. He became President of Philips Taiwan and Regional Manager for Philips
Components in Asia Pacific in 1996. He was also responsible for the activities of the Philips
Group in China from September 1997 to June 1998. From January 1999 to September 2000 he was
President/CEO of the former Philips Components division. Gerard Kleisterlee is also Chairman of the
Supervisory Board of Eindhoven University of Technology, member of the Supervisory Board of the
Dutch Central Bank and holds an honorary doctorate from the Catholic University of Leuven, Belgium.
Pierre-Jean Sivignon
1956, French
Executive Vice-President and Chief Financial Officer (CFO)
CFO and member of the Board of
Management and the Group Management Committee since June 2005
Corporate responsibilities: Control,
Treasury, Fiscal, Mergers & Acquisitions, Investor Relations, Information Technology, Pensions,
Real Estate, Corporate Investments, Supply Management
Pierre-Jean Sivignon
graduated from the Ecole Superieure des Sciences Economiques in Paris, where he studied economics
and business administration. After graduating he enrolled as an officer in the French Navy in 1978.
Upon completion of his military services, he took a position as an external auditor for the firm
Peat Marwick Mitchell and worked there until 1982. From 1982 until early 2001, he worked for the
Schlumberger Group, where he held a variety of positions. These included Financial Controller for
Dowell Schlumberger Oilfield Services (in Europe and Africa), General Manager of the Bank &
Industry Division in Paris, and Group Treasurer in Paris and New
York. In 2001, he moved to Faurecia
SA, a leading supplier of automotive equipment listed on the Paris Stock Exchange, to become its
CFO.
14 Philips Annual Report 2006
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Gottfried Dutiné
1952, German
Executive Vice-President
Member of the Board of Management since April 2002 and member of the Group
Management Committee since February 2002
Corporate responsibilities: Regions and Countries,
Government Relations,
Corporate Alliances, Strategic Initiatives, Emerging Markets
Gottfried Dutiné
holds a degree in electrical engineering and a Ph.D. in communications technology from the
University of Darmstadt, Germany. He began his career at Rockwell Collins in Frankfurt, where he
was appointed Director of Engineering. In 1984 he joined Motorola as Group Director in charge of
engineering and marketing of their European communications business. He went on to the Bosch group
in 1989, where he held several positions. These included Managing Director of Blaupunkt GmbH and
President Mobile Communications Division of Robert Bosch GmbH. At the end of 1997 he left for
Alcatel in Paris and became Vice-President of the Telecom Board Committee and Area President
Central & Eastern Europe and Russia.
Rudy Provoost
1959, Belgian
Executive Vice-President
Member of the Board of Management since April 2006 and member of the Group Management Committee
since August 2003 and CEO of the Consumer Electronics division since 2004
Corporate responsibilities: Consumer Electronics, International Retail Board Management, LG.Philips
LCD
Rudy Provoost holds degrees in psychology and business administration & management from the
University of Gent. He began his career in 1984 with Procter & Gamble Benelux. In 1987 he joined
Canon Belgium, in the fields of Sales and Marketing, becoming General Manager of Marketing for all
business operations in 1989. In 1992 he joined Whirlpool Belgium as Managing Director, going on to
become Vice-President Whirlpool Brand Group Europe in 1999. He joined Philips in October 2000, when
he was appointed Executive Vice-President of Philips Consumer
Electronics in Europe. He was appointed CEO of Philips Consumer Electronics Global Sales and
Services in 2003. Rudy Provoost is also Chairman of LG.Philips LCD.
Theo van Deursen
1946, Dutch
Executive Vice-President
Member of the Board of Management since April 2006 and member of the Group Management Committee
since April 2003 and CEO of the Lighting division since 2003
Corporate responsibilities: Lighting, Quality Policy Board,
Technology New Business Development Board
Theo van Deursen joined Philips in 1973 after graduating in electronics and business administration
at Eindhoven University of Technology. In 1985 he graduated from IMDs Executive MBA program and
later complemented this study with an Executive MBA from the University of Virginia. Since then, he
has held a number of key management positions, including CEO of the Lighting Electronics and
Automotive & Special Lighting business groups. In 2002 he was entrusted with responsibility for the
dissolution of the Components division.
Andrea Ragnetti
1960, Italian
Executive Vice-President
Member of the Board of Management since April 2006 and member of the Group Management Committee
since January 2003, Chief Marketing Officer since 2003 and CEO of the Domestic Appliances and
Personal Care division since 2005 Corporate responsibilities: Domestic Appliances and Personal
Care, Global Marketing Management, Design, Lifestyle New Business Development Board
Andrea Ragnetti holds a degree in political science from Perugia University. He began his career in
Marketing at Procter & Gamble in 1987. In 1993 he joined Joh. A. Benckiser, becoming Marketing
Vice-President, a position he held until 1997. He joined Telecom Italia in 1998 as Executive
Vice-President of Marketing for its Mobile division and took up a similar position with its Fixed
Line division a year later.
Philips Annual Report 2006 15
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Group Management Committee
The Group Management Committee consists of the members of the Board of Management and
certain key officers. Members other than members of the Board of Management are appointed by the
Supervisory Board. The task of the Group Management Committee, the highest consultative body within
Philips, is to ensure that business issues and practices are shared across Philips and to implement
common policies.
Mr Gerard Ruizendaal (1958, Dutch), Chief Strategy Officer and Group Controller, and Mr Eric
Coutinho (1951, Dutch), Chief Legal Officer and Company Secretary, were appointed as members of
the Group Management Committee as of February 1, 2007.
Also, as of February 1, 2007, Mr Hayko Kroese (1955, Dutch) succeeded Mr Tjerk Hooghiemstra
as global head of Human Resources Management and was appointed as member of the Group
Management Committee on the same date.
Barbara Kux
1954, Swiss
Member of the GMC since October 2003
and Chief Procurement Officer since 2003
Corporate responsibilities: Supply Management, Sustainability
Barbara Kux holds an MBA (Hons) from INSEAD. She began her career with Nestlé Germany as Marketing
Manager in 1979. In 1984 she joined McKinsey as Management Consultant and
Engagement Manager for Global Strategies and Business Transformations. Five years later she joined
ABB as Vice President responsible for building up the companys business in Central and Eastern
Europe. In 1993 she returned to Nestlé as Vice President of the Central and Eastern European
businesses. In 1999 she was appointed Executive Director by Ford of Europe responsible for European
businesses and the capturing of substantial post merger synergies across all businesses, brands and
functions, including procurement. She is a Member of the Board of Directors of INSEAD.
Tjerk Hooghiemstra
1956, Dutch
Member of the GMC since April 2000; responsible for Human Resources Management (HRM) since 2000
Corporate responsibilities: Human Resources Management
Tjerk Hooghiemstra graduated in economics from Erasmus University in Rotterdam in 1982. He spent
three years with the Amro Bank before joining the Hay Group in 1986, becoming a member of its
European Executive Board and a Partner of the Hay Group Exempted Partnership. Joining Philips in
1996, he was appointed Managing Director of HRM for the Consumer Electronics division.
Rick Harwig
1949, Dutch
Member of the GMC and Chief Technology Officer since April 2006 Corporate responsibilities:
Technology Management, Research, Applied Technologies, Incubators, Intellectual Property &
Standards, Molecular Diagnostics, PIC Bangalore
After finishing his PhD research in 1977, Rick Harwig joined Philips Research in 1978 to develop
processes for integrated circuits on silicon. In 1984, he became manager of the Integrated Circuits
advanced development in a joint program between Research and Semiconductors. In 1991, he became
director of the Advanced Systems Laboratories of Consumer Electronics, charged with development of
digital media applications. In 1977 he returned to Research as head of Access and Interaction
Systems. From August 2000 to February 2007, he led the management of Philips Research at the High
Tech Campus, Eindhoven. He was appointed Chief Executive Officer of Philips Research on January 1,
2004.
Daniel Hartert
1958, German
Member of the GMC since August 2003 and Chief Information Officer (CIO) since 2002
Corporate responsibilities: Information Technology
Daniel Hartert graduated in computer science and business administration in 1986. In the first six
years of his professional career he held various technical positions with Robert Bosch GmbH and
VLSI Technology GmbH in Munich. In 1992 he joined Bertelsmann AG as IT Director of its European
music business. In 1995 he moved to New York as International CIO of Bertelsmann Music Group,
before returning to Germany four years later to become Bertelsmann CIO and member of the Executive
Board of Bertelsmanns Direct Group. In 2001 he was appointed to the Executive Board of Arvato, the
Services Division of Bertelsmann.
Steve Rusckowski
1957, American
Member of the GMC and CEO of Philips Medical Systems since November 2006
Corporate responsibilities: Medical Systems,
Healthcare New Business Development Board
Steve Rusckowski holds a Bachelor of Science in Mechanical Engineering from Worcester Polytechnic
Institute and a Masters degree in management science from the Massachusetts Institute of
Technology (MIT). Before joining Philips he held numerous management positions with the healthcare
division of Hewlett-Packard/Agilent Technologies. He was the General Manager of Agilents
Healthcare Solutions Group when Philips acquired this business in 2001. Steve Rusckowski was
previously the CEO of the Imaging Systems business group of Philips Medical Systems. He was
appointed CEO of Philips Medical Systems in 2006.
16 Philips Annual Report 2006
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100 Report of the Supervisory Board
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In an interview with CNN.coms World Business, Gerard Kleisterlee shared some
insights into leadership, and how it is practiced at Philips.
Weve tried to develop a vision for Philips that creates the kind of engagement, enthusiasm
and creativity that a successful organization needs.
Things happen in the front line, they happen with customers, they happen in our sales
organizations where our operations are, and thats where we like to spend our time, because it
keeps us connected ... customers are always a great source of inspiration.
Candor is important for any successful organization that wants to build sustainable success.
Challenging people for their own opinions and in particular getting diversity into your workforce
so that you have people from other walks of life and different perspectives on how things can and
should be done thats important to maintain a certain tension that drives performance.
What I find most important in leaders is that they have the humility to know that they dont know
everything and the ability to continually learn from others, and that they use the skills and the
know-how of others to become better leaders themselves.
Philips Annual Report 2006 17
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Supervisory Board
The Supervisory Board supervises the policies of the executive management (the Board of Management)
and the general course of affairs of Philips and advises the executive management thereon. The
Supervisory Board, in the two-tier corporate structure under Dutch law, is a separate and
independent body from the Board of Management. The Rules of Procedure of the Supervisory Board are
published on the Companys website.
The Supervisory Board will propose to the 2007 General Meeting of Shareholders to appoint Mr Heino
von Prondzynski (1949, German) as member of the Supervisory Board as of March 29, 2007. Mr Von
Prondzynski is a former member of the Corporate Executive Committee of the F. Hoffman-La Roche
Group and former CEO of the Division Diagnostics Roche.
For more details on the activities of the Supervisory Board, see the chapter Report of the
Supervisory Board of this Annual Report.
L. Schweitzer
1942, French***
Vice-Chairman and Secretary
Member of the Supervisory Board since 1997;
third term expires in 2009
Former CEO of Renault and Renault-Nissan BV. Chairman of the Board of Renault and AstraZeneca.
Non-executive director of BNP Paribas, Electricité de France, Veolia Environnement, Volvo AB and
LOréal.
Sir Richard Greenbury
1936, British**
Member of the Supervisory Board since 1998;
third term expires in 2010
Former Chairman and CEO of Marks & Spencer and former Director of Lloyds TSB, British Gas, ICI,
Zeneca and Electronics Boutique Plc.
W. de Kleuver
1936, Dutch** ***
Chairman
Member of the Supervisory Board since 1998;
third term expires in 2010
Former Executive Vice-President of Royal Philips Electronics.
J-M. Hessels
1942, Dutch*
Member of the Supervisory Board since 1999;
second term expires in 2007
Former CEO of Royal Vendex KBB and currently Chairman of the Supervisory Board of Euronext, member
of the Supervisory Boards of Heineken and Fortis and member of the International Advisory Board of
Blackstone Group.
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Member of the Corporate Governance and Nomination & Selection Committee |
18 Philips Annual Report 2006
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Prof. K.A.L.M. van Miert
1942, Belgian*
Member of the Supervisory Board since 2000;
second term expires in 2008
Former Vice-President of the European Commission and former President of Nyenrode University,
member of the Supervisory Boards of RWE, Agfa Gevaert, De Persgroep, Munich Re, Anglo American,
Vivendi Universal, Sibelco and Solvay and member of the Advisory Board of Goldman Sachs,
Uni-Credito and FITCH.
E. Kist
1944, Dutch*
Member of the Supervisory Board since 2004;
first term expires in 2008
Former Chairman of the Executive Board of ING Group and currently member of the Supervisory Boards
of the Dutch Central Bank, DSM and Moodys Investor Services.
C.J.A. van Lede
1942, Dutch**
Member of the Supervisory Board since 2003;
first term expires in 2007
Former Chairman of the Board of Management of Akzo Nobel and currently Chairman of the Supervisory
Board of Heineken, member of the Supervisory Boards of Akzo Nobel, AirFrance/
KLM, Reed Elsevier, Sara Lee Corporation, Air Liquide, Chairman of the Board of Directors of INSEAD
and Senior Advisor JP Morgan Plc.
J.J. Schiro
1946, American*
Member of the Supervisory Board since 2005;
first term expires in 2009
CEO of Zürich Financial Services and Chairman of the Group Management Board. Also serves on various
boards of private and listed companies including PepsiCo as Chairman of the Audit Committee and
member of the Supervisory Board, Chairman of the Swiss American Chamber of Commerce.
J.M. Thompson
1942, Canadian**
Member of the Supervisory Board since 2003;
first term expires in 2007
Former Vice-Chairman of the Board of Directors of IBM, and director of Hertz and Robert Mondavi;
currently Chairman of the Board of Toronto Dominion Bank and a Director of
Thomson Corporation.
Wong Ngit Liong
1941, Singaporean
Member of the Supervisory Board since 2005;
first term expires in 2009
Chairman and CEO of Venture Corporation. Also serves on the boards of various listed and private
companies, including DBS Bank and DBS Group Holdings and SIA Engineering Company. Chairman of the
National University of Singapore Board of Trustees.
Philips Annual Report 2006 19
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Philips has been improving the quality of life with pioneering innovations for over 115 years,
ever since the company was founded as a manufacturer of lamps in 1891. We have simplified and
enriched peoples lives with key advances in the fields of medical imaging, television, lighting,
optical technology and integrated circuits, to name but a few.
To remain viable and competitive, however, every company must embrace change. So, while celebrating
our rich heritage, we have in recent years been engaged in a process of fundamental transformation
one designed to turn Philips into a market-driven company capable of delivering sustained profitable growth, thereby creating value for our stakeholders.
2006 saw a major step on this journey of change with the divestment of a majority stake in our
Semiconductors division. This move was driven by the firm belief that it represented the best
course of action for both Philips and Semiconductors/NXP. Philips no longer needs to own
a semiconductor manufacturer to have access to state-of-the-art semiconductor solutions, while the
transfer gives NXP the increased flexibility it requires to invest,
grow and build scale in the highly competitive semiconductor market.
The way forward
Today, Philips is a much simpler company focused on the market, centered around the brand and
driven by innovation. The emergence of the experience economy is creating a new market space with
considerable growth potential for Philips. It is one in which we can leverage our competencies in
design, technology and branding to capture value from some of the major economic, social and
demographic trends, e.g. the growing demand for healthcare, the desire for a greater sense of
well-being in the broadest sense of the word and the need for energy efficiency.
Our mission remains to improve the quality of peoples lives through the timely introduction of
meaningful innovations. In an increasingly complex world, we strive to bring the power of human
insight and experience to technology. We believe that technology should enable people to live life
to the full. Applying our deep understanding of peoples needs and desires and delivering on our
promise of simplicity, we empower our customers with solutions that are advanced, yet designed
around them and easy to experience.
Our solutions promote health and well-being and enhance the spaces in which people live, work and
play, e.g. by offering them improved diagnostic experiences or greater control over their
surroundings. Increasingly, these solutions are intelligent (sensing, learning and adapting),
connected and easy to interact with.
Based on insights into what consumers really need and want, and supported by advances in
miniaturization and interaction design, our focus is gradually evolving towards embedded
functionality as an enabler of experiences. In this way, we can help create appealing ambiences and
experiences in the home, offices, hotels, public spaces, sports venues, etc., making life
simpler, more enjoyable and more productive.
20 Philips Annual Report 2006
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The emergence of the experience economy is creating a new market space with considerable
growth potential for Philips. It is one in which we can leverage our competencies in design,
technology and branding to capture value from some of the major economic, social and demographic
trends.
Our enablers
Our brand promise
Our sense and simplicity brand promise guides us in everything we do. It expresses a commitment
to put people at the center of our thinking, to eliminate unnecessary complexity, and to emphasize
the meaningful benefits of technology. It also expresses how we want to be perceived by all our
stakeholders: open and transparent, approachable, easy to do business with.
Our adoption of the Net Promoter Score (NPS), which measures peoples willingness to recommend a
company/product to a friend or colleague, will tell us just how well we are progressing in this
regard.
Our mindset and way of working One Philips
The concept of One Philips is central to becoming a focused, market-driven company that can deliver
sustained profitable growth. One Philips is all about unlocking synergies by leveraging
competencies and resources across the company. It expresses the belief that by working together we
can create more value than the sum of the parts and achieve further growth at the
points where our application domains converge.
Our talent
Ultimately, the quality of our people will determine whether we fulfill our mission and deliver on
our
promises to our external stakeholders. Accordingly, we are strengthening our talent management in
order
to secure the quality of leadership required to take our company forward leaders who pursue
market insight, create innovative strategies, inspire commitment, leverage capabilities, champion
peoples growth and drive for results.
Leadership is very much about securing employee engagement. This requires the creation of a diverse
and
inclusive working environment, where all employees are aligned and energized to contribute. We will
be driving this forward on various fronts.
Innovation
We leverage our multi-disciplinary research and development capabilities to create new technologies
and sustain our strong intellectual property position. And we are maintaining our investment in
technology
leadership, e.g. at our Incubators, which act as seedbeds for the transformation of promising
innovations into winning business propositions.
Design
We continue to enrich our design process by integrating established design skills with input from
other disciplines such as the human sciences, technology and business and always with a clear
people focus. It is our intention to design solutions based on in-depth user research, which
harness technology to improve the quality of peoples lives.
Philips Annual Report 2006 21
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Sustainability
Social and environmental performance is a driver of innovation and value propositions, helping to
keep our
business sustainable in both the short and long term. In parallel and complementary to this Annual
Report 2006, we have published our Sustainability Report 2006.
Our strategy
We have defined six strategic drivers to enable us to attain our goals:
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Increase profitability through re-allocation of resources towards opportunities offering more
consistent and higher returns |
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Leverage the Philips brand and our core competencies in healthcare, lifestyle and technology
to grow in selected categories and geographies |
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Build partnerships with key customers and suppliers, both in the business-to-business and
business-to-consumer areas |
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Continue to invest in maintaining world-class innovation and leverage our strong intellectual
property position |
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Strengthen our leadership competencies |
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Drive productivity through business transformation and operational excellence |
22 Philips Annual Report 2006
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Our structure and businesses
Koninklijke Philips Electronics N.V. (the Company or Royal Philips Electronics) is the parent
company
of the Philips Group (Philips or the Group). Its shares are listed on the stock markets of
Euronext Amsterdam and the New York Stock Exchange. The executive management of the Company is
entrusted to the Board of Management under the supervision of the Supervisory Board. The Board of
Management
leads the Group as a strategic controller and driver of synergy value. The Group Management
Committee,
consisting of the members of the Board of Management and certain key officers, is the highest
consultative body within Philips and the main platform for policy alignment, deployment and
implementation. Its tasks are to ensure that business issues and practices are shared across
Philips, to implement common policies and to foster the spirit of collaboration required to unlock
Philips full potential.
Philips activities are organized on a divisional basis, with each operating division Medical
Systems,
Domestic Appliances and Personal Care, Consumer Electronics and Lighting being responsible for
the
management of its businesses worldwide. The businesses are the primary point of accountability and
source of value creation; they are provided with effective and efficient support through shared
service centers.
Country management supports value creation, connecting Philips with key stakeholders, especially
its employees, customers, government and society.
At the end of 2006, Philips had approximately 130 production sites in 26 countries, sales and
service outlets in approximately 150 countries, and some 121,700 employees.
As of January 2007, the main activities within the Other Activities sector have been repositioned
as the
Innovation & Emerging Businesses group. By leveraging Philips brand, technology base and
distribution network, the Company aims, through this group, to invest in projects that are not
currently part of its operating divisions, but which will lead to additional organic growth or
create
value through future spin-offs. Innovation & Emerging Businesses includes Corporate Research,
Philips Business Incubators and Intellectual Property & Standards, as well as Consumer Healthcare
Solutions. Also effective January 2007, the sector Unallocated has been renamed Group Management &
Services, which includes the global service units, corporate and regional costs, pension costs and
corporate investments in the Philips brand.
Philips Annual Report 2006 23
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Enhancing healthcare
In the healthcare and wellness area in particular, Philips can have
a direct positive impact on peoples quality of life. Thats why we are
expanding our already highly successful healthcare business further.
Our solutions enable healthcare professionals to enhance the quality
and efficiency of care and empower people to manage their own
health and maintain a healthy lifestyle.
Philips
Annual Report 2006 25
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
New lifestyle experiences
The Philips brand promise sense and simplicity is all about liberating people from the
constraints of technology, so that they can create a richer, less complex world for themselves.
Building upon our understanding of consumers needs, desires and aspirations, we are driving the
new convergence in both the lifestyle and health & wellness domains to offer them novel,
more satisfying experiences.
Philips
Annual Report 2006 27
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Technology as value enabler
Philips has a long and rich tradition of meaningful innovation. Today, advanced embedded
technology is at the heart of our user-focused healthcare and lifestyle products. We are committed
to Open Innovation teaming up with industrial and academic partners to speed up the creation and
adoption of technologies that make life easier, more enjoyable and more productive.
Philips
Annual Report 2006 29
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
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Management discussion and analysis |
Management discussion and analysis
The following discussion is based on the US GAAP consolidated financial statements and should be read in conjunction with these
statements. The section which analyzes the 2005 financial results
compared to 2004, and the section critical accounting policies, have
not been included in this Annual Report. These sections are included
in Philips Form 20-F for the financial year 2006, which is filed
electronically with the US Securities and Exchange Commission.
Forward-looking statements
This document contains certain forward-looking
statements with respect to the financial
condition, results of operations and business
of Philips and certain of the plans and
objectives of Philips with respect to these
items, in particular the Outlook section of the
chapter The Philips Group in this Annual
Report. By their nature, forward-looking
statements involve risk and uncertainty because
they relate to events and depend on
circumstances that will occur in the future.
There are a number of factors that could cause
actual results and developments to differ
materially from those projected or implied in
these forward-looking statements. These factors
include, but are not limited to, levels of
consumer and business spending in major
economies, changes in consumer tastes and
preferences, changes in law, the performance of
the financial markets, pension costs, the
levels of marketing and promotional
expenditures by Philips and its competitors,
raw materials and employee costs, changes in
exchange and interest rates, changes in tax
rates and future business combinations,
acquisitions or divestments and the rate of
technological changes, political and military
developments in countries where Philips
operates, and industry consolidation.
Statements regarding market share, including
those on Philips competitive position,
contained in this document are based on outside
sources such as specialized research
institutes, industry and dealer panels in
combination with management estimates. Where
full-year information regarding 2006 is not yet
available to Philips, those statements may also
be based on estimates and projections prepared
by outside sources or management. Rankings are
based on sales unless otherwise stated.
Fair value information
In presenting the Philips Groups financial
position, fair values are used for the
measurement of various items in accordance with
the applicable accounting standards. These fair
values are based on market prices, where
available, and are obtained from sources that
are deemed to be reliable. Readers are
cautioned that these values are subject to
changes over time and are only valid at the
balance sheet date. When a readily determinable
market value does not exist, fair values are
estimated using valuation models, which we
believe are appropriate for their purpose. They
require management to make significant
assumptions with respect to future developments
which are inherently uncertain and may
therefore deviate from actual developments.
Critical assumptions used are disclosed in the
financial statements. In
certain cases, independent valuations are
obtained to support managements determination
of fair values.
Non-US GAAP measures
Koninklijke Philips Electronics N.V. (the
Company) believes that an understanding of
sales performance is enhanced when the
effects of currency movements and
acquisitions and divestments (changes in
consolidation) are excluded. Accordingly, in
addition to presenting nominal growth,
comparable growth is also provided.
Comparable sales exclude the effects of
currency movements and changes in
consolidation. As indicated in the Accounting
Policies, sales and income are translated
from foreign currencies into the Companys
reporting currency, the euro, at the exchange
rate on transaction dates during the
respective years. As a result of significant
currency movements during the years
presented, the effects of translating foreign
currency sales amounts into euros had a
material impact that has been excluded in
arriving at the comparable sales in euros.
Currency effects have been calculated by
translating previous years
foreign currency sales amounts into euros at
the following years exchange rates in
comparison with the sales in euros as
historically reported. Years under review
were characterized by a number of
acquisitions and divestments, as a result of
which activities were consolidated or
deconsolidated. The effect of consolidation
changes has also been excluded in arriving at
the comparable sales. For the purpose of
calculating comparable sales growth, when a
previously consolidated entity is sold or
contributed to a venture that is not
consolidated by the Company, relevant sales
are excluded from impacted prior-year
periods. Similarly, when an entity is
acquired, relevant sales are excluded from
impacted periods.
The Company uses the term earnings before
interest, tax and amortization (EBITA) to
evaluate the performance of the Philips Group
and its operating divisions. Referencing EBITA
will make the underlying performance of our
businesses more transparent by factoring out
the amortization of intangible assets, which
arises when acquisitions are consolidated.
EBITA represents income from continuing
operations excluding results attributable to
minority interest holders, results relating to
equity-accounted investees, income taxes, financial income and expenses, and amortization.
The Company believes that an understanding of
the Philips Groups financial condition is
enhanced by the disclosure of net operating
capital (NOC), as this figure is used by
Philips management to evaluate the capital
efficiency of the Philips Group and its
operating divisions. NOC is defined as: total
assets excluding assets from discontinued
operations less: (a) cash and cash equivalents,
(b) deferred tax assets, (c) other non-current
financial assets, (d) investments in
equity-accounted investees, and after deduction
of: (e) provisions excluding deferred tax
liabilities, (f) accounts and notes payable,
(g) accrued liabilities, (h)
current/non-current liabilities, and (i)
trading securities.
The total net debt position as a percentage of
the sum of total group equity (stockholders
equity and minority interests) and net debt is
presented to express the financial strength
of the Company. This measure is widely used by
investment analysts and is therefore included
in the disclosure.
Cash flows before financing activities,
being the sum total of net cash from operating
activities and net cash from investing
activities, are presented separately to
facilitate the readers understanding of the
Companys funding requirements.
A reconciliation of non-US GAAP
information, as set out above, to the most
directly comparable US GAAP financial
measures is given in the chapter
Reconciliation of non-US GAAP information.
GAAP measures
The term earnings before interest and tax
(EBIT) has the same meaning as Income from
operations (IFO), and is used to evaluate
the performance of the Philips Group and its
operating divisions.
The term equity-accounted investees was
previously referred to as unconsolidated
companies; the meaning however is the
same.
Reclassification
Philips completed the sale of a majority
stake in its Semiconductors division on
September 29, 2006. Previous years have been
restated to present the Semiconductors
division as a discontinued operation.
30 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
The Simplicity Event is designed to exist just outside of our current realm of activity, and
thus be slightly provocative, so that we are forced to ask ourselves the urgent questions that
relate to our future. What will people care about in the coming years? What new business
opportunities will exist? Which of these opportunities should Philips pursue?
Lisa Stuardi, Director of Brand Strategy, Philips Global Marketing Management
More than 5,000 people including media,
design experts, customers, marketing gurus
and industry thought leaders have visited
Simplicity Events in Paris, Amsterdam, New
York and London, helping Philips explore its
vision of simplicity and people-centric
innovation.
Philips
Annual Report 2006 31
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
Management summary
The year 2006
|
|
2006 was a landmark year in the history
of Philips, one that included the sale of
a majority stake in the Semiconductors
division, the further disposal of
cyclical, non-core activities and a number
of strategically-aligned acquisitions,
targeted at high-growth, high-profit
areas. |
|
|
|
Continuation of the share repurchase
program resulted in total cash returned to
shareholders of over EUR 3.3 billion in
2006, including the annual dividend. |
|
|
|
Full-year sales in 2006 increased by 5%
nominally and 6% comparably to EUR 26,976
million. |
|
|
|
EBIT amounted to EUR 1,183 million in
2006, compared with EUR 1,472 million in
2005, reflecting amongst other things
a EUR 256 million charge for
asbestos-related product liabilities, net
of insurance recoveries, in 2006 as well
as a EUR 136 million gain on the TPV
transaction and a EUR 170 million release
of a post-retirement medical benefits
provision, both in 2005. |
|
|
|
Results relating to equity-accounted
investees decreased as the 2005 results
included a EUR 1,545 million profit from
the sale of several investments. |
|
|
|
Income from discontinued operations of
EUR 4,464 million included both
Semiconductors operational result and the
EUR 4,283 million gain on the sale of the
majority stake in the division. |
|
|
|
Net income amounted to EUR 5,383 million,
compared to EUR 2,868 million in 2005,
primarily as a result of the sale of a
majority stake in the Semiconductors
division. |
Key data
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
% increase, nominal |
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
% increase, comparable |
|
|
8 |
|
|
|
4 |
|
|
|
6 |
|
EBITA |
|
|
1,864 |
|
|
|
1,577 |
|
|
|
1,382 |
|
as a % of sales |
|
|
7.5 |
|
|
|
6.1 |
|
|
|
5.1 |
|
EBIT |
|
|
1,156 |
|
|
|
1,472 |
|
|
|
1,183 |
|
as a % of sales |
|
|
4.7 |
|
|
|
5.7 |
|
|
|
4.4 |
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
Net operating capital (NOC) |
|
|
4,524 |
|
|
|
5,679 |
|
|
|
8,724 |
|
Cash flows before financing
activities |
|
|
2,757 |
|
|
|
2,828 |
|
|
|
(2,469 |
) |
Employees (FTEs) |
|
|
161,586 |
|
|
|
159,226 |
|
|
|
121,732 |
|
of which discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Sales in 2006 increased by 6% on a
comparable basis compared to 2005 (5%
nominally). Medical Systems (+7%), Domestic
Appliances and Personal Care (DAP) (+11%),
Consumer Electronics (CE) (+5%) and Lighting
(+8%) all posted significant comparable sales
growth. Nominal sales growth of 5% was mainly
driven by DAP (+21%, boosted by the
acquisitions of Lifeline and Avent) and
Lighting (+14%, boosted by the acquisition of
Lumileds). The overall sales increase in the
main operating sectors was partly offset by a
24% nominal sales decline in Other Activities,
affected by the divestments of Optical Storage,
Philips Business Communications and Philips
Enabling Technologies Group. On a comparable
basis, sales of Other Activities declined by
7%.
Gross margin of EUR 8,295 million increased by
EUR 354 million compared to 2005, driven by the
sales growth. Gross margin as a percentage of
sales slightly declined, from 30.8% in 2005 to
30.7% in 2006. The sales-driven improvement was
partly offset by a EUR 256 million charge,
primarily related to an accrual for unasserted
potential future claims in respect of
asbestos-related product liabilities, net of
insurance recoveries.
For further details on asbestos-related product
liabilities, see note 27 to the consolidated financial statements in this Annual Report.
As a percentage of sales, selling expenses
(17.3%) and research and development (R&D)
expenses (6.2%) were the same as in 2005.
General and administrative (G&A) expenses,
however, increased both in nominal terms (+ EUR
180 million) and as a percentage of sales, to
3.7%. In 2006, additional implementation costs
related to compliance with section 404 of the
US Sarbanes-Oxley Act were
required, while 2005 included a EUR 121 million
release of a postretirement medical benefits
provision.
EBITA of EUR 1,382 million decreased by EUR 195
million compared to 2005. Amortization charges
of EUR 199 million increased by EUR 94 million,
mainly due to acquisitions in Medical Systems
(Intermagnetics and Witt Biomedical), DAP
(Lifeline and Avent) and Lighting (Lumileds).
EBIT decreased by EUR 289 million, impacted
by the following significant incidental
items:
|
|
in 2006, a EUR 256 million charge,
primarily related to an additional accrual
for asbestos-related product liabilities, net
of insurance recoveries, included in the EBIT
of Other Activities; |
32 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
|
|
in 2005, a EUR 170 million release of a
postretirement medical benefits provision, of
which EUR 116 million was included in
Unallocated; |
|
|
|
in 2005, a EUR 136 million gain
on the sale of certain parts of CEs monitors
and FlatTV business to TPV Technology. |
EBIT as a percentage of sales decreased from
5.7% to 4.4%, despite EBIT increases achieved
by Medical Systems, DAP and Lighting.
Medical Systems generated EBIT of EUR 795
million (2005: EUR 679 million), benefiting
from 7% comparable sales growth and improved
gross margins, partly offset by
acquisition-related charges.
DAP improved its EBIT by EUR 28 million to EUR
386 million. The sales-driven EBIT increase
was partly offset by acquisition-related
charges and a EUR 18 million loss in the newly
set-up Consumer Healthcare Solutions.
CE achieved EBIT of EUR 416 million in 2006,
compared to EUR 506 million in 2005, which
benefited from a EUR 136 million gain on the
TPV transaction. The severe margin erosion in
the first half of 2006, due to intense
competition, eased off in the second half of
the year. However, the beginning of 2007 is
expected to be challenging, due to continuing
pressure on margins as supply of FlatTV
outstrips market demand.
Lightings EBIT increased to EUR 635
million (2005: EUR 556 million), mainly
driven by profitable sales growth, lower
non-manufacturing
costs and the inclusion of Lumileds for
the full year.
Other Activities EBIT loss of EUR 448 million
was affected by the aforementioned EUR 256
million charge for asbestos-related product
liabilities, partly offset by gains on the
sale of businesses.
The Unallocated sector generated a negative
EBIT of EUR 601 million (2005: negative EUR
471 million). The main reason for the lower
EBIT was the fact that 2005 benefited from a
EUR 116 million release of the postretirement
medical benefits provision, which was partly
offset by lower pension and other
postretirement benefits costs in 2006.
Net income in 2006 amounted to EUR 5,383
million compared to EUR 2,868 million in
2005. The increase is largely attributable
to the after-tax gain of EUR 4,283
We are proud to win, but most of all, to
show how working together helps us learn,
improve and grow our business. When we boost
quality, its good for Philips and our
customers.
Yujin Zheng, project leader
Engaged talent is vital for an
organizations success. The workforce of
Philips Lighting has a passion for
improvement, as evidenced by the annual
Quality Improvement Competition. In 2006, over
2,600 teams from across the globe took part.
The winners showed what dedication to teamwork
and problem-solving can achieve. Through
improved manufacturing and inspection
techniques, a team from China, working with
colleagues in Turnhout, Belgium, cut wastage
in the production of UHP lamps for digital
projection systems. The number of loose burner
defects dropped to virtually zero, delighting
key customer Sony, which recognized this
consistent high quality by naming Philips
best-performing supplier of the year.
Philips
Annual Report 2006 33
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
Together with the Catharina Hospital in
Eindhoven, Netherlands, Philips introduced the
first Ambient Experience Catheterization Lab,
putting patient well-being at the center of
the hospital experience. Ambient Experience
solutions combine lighting and consumer
electronics to create an environment that is
both friendly and reassuring for patients and
more effective for physicians, thus improving
the quality of healthcare.
million on the sale of the majority
stake in the Semiconductors division and
lower income tax, partly offset by the lower
operational result of LG. Philips LCD. Net
income in 2005 included a EUR 1,778 million
gain on the sale of several financial
holdings, partly offset by a EUR 416 million
impairment charge for LG. Philips Displays.
Cash flows before financing activities
provided by continuing operations decreased
from EUR 2,828 million in 2005 to a cash outflow of EUR 2,469 million in 2006, which was
mainly due to several acquisitions and higher
pension contributions in the United Kingdom and
United States. Cash flows in 2005 were
positively affected by the sale of several financial holdings, mainly in NAVTEQ, TSMC and
LG.Philips LCD.
In 2006, Philips cancelled over 173 million
shares. During the year, 102 million shares
were repurchased, thereby returning EUR 3.3
billion to shareholders including the annual
dividend.
Performance of the Group
Income statement
in millions of euros unless
otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
1,156 |
|
|
|
1,472 |
|
|
|
1,183 |
|
as a % of sales |
|
|
4.7 |
|
|
|
5.7 |
|
|
|
4.4 |
|
Financial income and expenses |
|
|
216 |
|
|
|
108 |
|
|
|
34 |
|
Income tax expense |
|
|
(230 |
) |
|
|
(506 |
) |
|
|
(137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of equity-accounted investees |
|
|
1,464 |
|
|
|
1,754 |
|
|
|
(157 |
) |
Minority interests |
|
|
(22 |
) |
|
|
3 |
|
|
|
(4 |
) |
Income from continuing operations |
|
|
2,584 |
|
|
|
2,831 |
|
|
|
919 |
|
Discontinued operations |
|
|
252 |
|
|
|
37 |
|
|
|
4,464 |
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
Per common
share (in euro) basic |
|
|
2.22 |
|
|
|
2.29 |
|
|
|
4.58 |
|
Per common
share (in euro) diluted |
|
|
2.21 |
|
|
|
2.29 |
|
|
|
4.55 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Sales
In percentage terms, the composition of the
growth in sales in 2006, compared with
2005, was as follows:
Sales growth composition 2006
versus 20051)
in %
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
com- |
|
|
|
|
|
|
consoli- |
|
|
|
|
|
|
parable |
|
|
currency |
|
|
dation |
|
|
nominal |
|
|
|
growth |
|
|
effects |
|
|
changes |
|
|
growth |
|
Medical Systems |
|
|
7.3 |
|
|
|
(1.1 |
) |
|
|
0.1 |
|
|
|
6.3 |
|
DAP |
|
|
11.2 |
|
|
|
(0.1 |
) |
|
|
9.4 |
|
|
|
20.5 |
|
Consumer Electronics |
|
|
5.4 |
|
|
|
0.1 |
|
|
|
(4.0 |
) |
|
|
1.5 |
|
Lighting |
|
|
8.3 |
|
|
|
(0.3 |
) |
|
|
6.5 |
|
|
|
14.5 |
|
Other Activities |
|
|
(6.8 |
) |
|
|
(0.4 |
) |
|
|
(17.0 |
) |
|
|
(24.2 |
) |
Philips Group |
|
|
6.1 |
|
|
|
(0.3 |
) |
|
|
(1.1 |
) |
|
|
4.7 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Sales in 2006 increased by 4.7% on a
nominal basis and 6.1% on a comparable basis,
to EUR 26,976 million. The net effect of
acquisitions, divestments and currency
movements resulted in a net decline of 1.4%.
On a comparable basis, sales growth was
particularly strong in DAP and Lighting.
The robust comparable growth at DAP was
primarily driven by Shaving & Beauty, Oral
Healthcare and Domestic Appliances, each of
which showed double-digit growth. The Lighting
increase was attributable to double-digit
comparable growth in Luminaires and Automotive,
Special Lighting & UHP. Medical Systems
achieved sales growth
34 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
across all categories except MedQuist.
Growth was most visible in Computed Tomography
and Nuclear Medicine, each of which generated
above 10% sales growth. In CE, the sales
increase was driven by double-digit growth in
Connected Displays and Peripherals &
Accessories, partly offset by declines in
Entertainment Solutions and Home Networks.
Other Activities recorded a nominal sales
decrease mainly due to the divestment of
non-core activities within Corporate
Investments.
Earnings before interest and tax
The following overview shows sales and EBIT per sector.
Sales and EBIT 2006
in
millions of euros unless
otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as a % of |
|
|
|
sales |
|
|
EBIT |
|
|
sales |
|
Medical Systems |
|
|
6,742 |
|
|
|
795 |
|
|
|
11.8 |
|
DAP |
|
|
2,645 |
|
|
|
386 |
|
|
|
14.6 |
|
Consumer Electronics |
|
|
10,576 |
|
|
|
416 |
|
|
|
3.9 |
|
Lighting |
|
|
5,466 |
|
|
|
635 |
|
|
|
11.6 |
|
Other Activities |
|
|
1,547 |
|
|
|
(448 |
) |
|
|
(29.0 |
) |
Unallocated |
|
|
|
|
|
|
(601 |
) |
|
|
|
|
Philips Group |
|
|
26,976 |
|
|
|
1,183 |
|
|
|
4.4 |
|
Sales and EBIT 20051)
in millions of euros
unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
as a % of |
|
|
|
sales |
|
|
EBIT |
|
|
sales |
|
Medical Systems |
|
|
6,343 |
|
|
|
679 |
|
|
|
10.7 |
|
DAP |
|
|
2,194 |
|
|
|
358 |
|
|
|
16.3 |
|
Consumer Electronics |
|
|
10,422 |
|
|
|
506 |
|
|
|
4.9 |
|
Lighting |
|
|
4,775 |
|
|
|
556 |
|
|
|
11.6 |
|
Other Activities |
|
|
2,041 |
|
|
|
(156 |
) |
|
|
(7.6 |
) |
Unallocated |
|
|
|
|
|
|
(471 |
) |
|
|
|
|
Philips Group |
|
|
25,775 |
|
|
|
1,472 |
|
|
|
5.7 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Total EBIT decreased from 5.7% to 4.4% of
sales in 2006, mainly due to a EUR 256 million
charge for asbestos-related product
liabilities, net of insurance recoveries, in
2006, while the results in 2005 benefited from
a EUR 136 million gain on the sale of certain
activities within CE to TPV Technology and a
EUR 170 million release of the postretirement
medical benefits provision.
Medical Systems EBIT increased by 17% over
2005. The 2006 results reflected the impact
of higher sales and enhanced cost controls,
which more than offset post-merger integration
costs and purchase-accounting
charges (totaling EUR 78 million) related to
Witt Biomedical and Intermagnetics. 2005
included a EUR 87 million loss for MedQuist,
including EUR 50 million charges for customer
accommodation payments.
DAPs EBIT improved by 8%, primarily due to
strong sales growth and an improved gross
margin. EBIT as a percentage of sales declined
slightly compared to 2005, due to
acquisition-related charges for Avent (EUR 14
million) and
Lifeline Systems (EUR 16 million) as well as
investments in Consumer Healthcare Solutions.
CEs EBIT decreased from EUR 506 million in
2005 to EUR 416 million in 2006. The 2005
result included a EUR 136 million gain related
to the sale of certain parts of CEs monitors
and FlatTV business to TVP Technology.
Excluding the aforementioned TPV transaction
gain in 2005, EBIT as a percentage of sales
increased from 3.6% in 2005 to 3.9% as a result
of the ongoing focus on margin management,
despite difficult market conditions in the first half of 2006.
Lightings EBIT improved by 14% over 2005,
mainly as a consequence of the strong sales
growth. The 2005 result included a loss of EUR
11 million for the acquired Lumileds business
(mainly acquisition-related charges), while
results in 2006 included a EUR 43 million
acquisition-related charge.
EBIT of Other Activities
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Corporate Technologies |
|
|
(323 |
) |
|
|
(219 |
) |
|
|
(205 |
) |
Corporate Investments |
|
|
102 |
|
|
|
(58 |
) |
|
|
14 |
|
Other |
|
|
587 |
|
|
|
121 |
|
|
|
(257 |
) |
|
|
|
366 |
|
|
|
(156 |
) |
|
|
(448 |
) |
The result of Other Activities in 2006 was
negatively impacted by the EUR 256 million
charge in respect of asbestos-related product
liabilities, net of insurance recoveries.
Results improved at Corporate Technologies,
aided by a gain on the sale of CryptoTec (EUR
31 million), whereas 2005 included a loss for
the divested PolyLED. Corporate Investments
result included a gain on the sale of
businesses totaling EUR 44 million. The EBIT of
Other Activities was further affected by gains
on the sale of real estate totaling EUR 54
million, compared to EUR 122 million in 2005.
The sale of the Philips Pension Competence
Center in 2005 resulted in a gain of EUR 42
million.
Philips
Annual Report 2006 35
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
The sector Unallocated mainly reflects
costs of the corporate and regional
organizations, pension and other postretirement
costs, and investments in the global brand
campaign. The total loss for Unallocated
increased by EUR 130 million over 2005, mainly
due to a release of a postretirement medical
benefits provision in 2005 (EUR 116 million)
and higher costs in the corporate center in
2006. The increased overhead costs were mainly
due to implementation costs related to
compliance with section 404 of the US
Sarbanes-Oxley Act.
Pensions
Net periodic pension costs of defined-benefit pension plans amounted to EUR 75 million in
2006 (2005: EUR 157 million). The
contributions to defined-contribution
pension plans amounted to EUR 80 million
(2005: EUR 59 million).
Total pension (costs) / benefits
The new accounting rule for pensions and
other postretirement benefits (SFAS No. 158)
requires Philips to post the funded status of
pensions and other postretirement benefit
plans on the balance sheet. As a consequence,
actuarial gains and losses will directly affect
stockholders equity through changes in other
comprehensive income, while there will no
longer be any additional minimum pension
liability. These changes resulted in a net
reduction of stockholders equity of EUR 477
million in 2006.
This new accounting standard has no impact
on the Companys income statement.
Restructuring and impairment charges
During 2006, a net charge of EUR 116
million was included in EBIT for
restructuring and impairments.
Restructuring and impairment charges
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Restructuring: |
|
|
|
|
|
|
|
|
|
|
|
|
- Medical Systems |
|
|
3 |
|
|
|
2 |
|
|
|
15 |
|
- DAP |
|
|
8 |
|
|
|
4 |
|
|
|
13 |
|
- Consumer Electronics |
|
|
140 |
|
|
|
67 |
|
|
|
12 |
|
- Lighting |
|
|
35 |
|
|
|
35 |
|
|
|
48 |
|
- Other Activities |
|
|
35 |
|
|
|
26 |
|
|
|
|
|
Release of excess provisions |
|
|
(18 |
) |
|
|
(8 |
) |
|
|
(5 |
) |
Total restructuring |
|
|
203 |
|
|
|
126 |
|
|
|
83 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset impairment: |
|
|
|
|
|
|
|
|
|
|
|
|
- Lighting |
|
|
30 |
|
|
|
|
|
|
|
|
|
- Other Activities |
|
|
23 |
|
|
|
15 |
|
|
|
|
|
Write-off of in-process R&D |
|
|
|
|
|
|
6 |
|
|
|
33 |
|
Total asset impairment |
|
|
53 |
|
|
|
21 |
|
|
|
33 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment: |
|
|
|
|
|
|
|
|
|
|
|
|
- Medical Systems |
|
|
590 |
|
|
|
|
|
|
|
|
|
- Other Activities |
|
|
2 |
|
|
|
|
|
|
|
|
|
Total goodwill impairment |
|
|
592 |
|
|
|
|
|
|
|
|
|
Total restructuring and
impairment |
|
|
848 |
|
|
|
147 |
|
|
|
116 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
The most significant new
restructuring projects in 2006 were:
|
|
Medical Systems: transfer of the
production of SPECT cameras from Milpitas
to Cleveland; |
|
|
|
DAP: restructuring of the Klagenfurtsite (Austria), reduction of the fixed cost base and the creation of a more diverse and flexible supply base; |
|
|
|
Lighting: reallocation of parts of the
activities in Weert, Netherlands, to
low-cost areas, the relocation in Mexico
of all Juarez plant activities to the
Monterrey plant and the relocation of the
standard Lead in Wire business in Deurne,
Netherlands, to Poland. |
The Companys remaining restructuring in 2006
covered a number of smaller projects.
36 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
The write-off of in-process R&D of EUR 33
million in 2006 relates to the acquisitions
of Intermagnetics (EUR 29 million) and Witt
Biomedical (EUR 4 million). In 2005, there
was an in-process R&D charge of EUR 6 million
related to Lumileds.
The Company performed the annual
goodwill impairment tests, resulting in
zero charge to EBIT.
Net restructuring and impairment charges in
2005 amounted to EUR 147 million, consisting of
gross charges totaling EUR 155 million, partly
offset by releases of EUR 8 million.
The most significant projects in 2005 were the
closing of the Audio/Video Innovation Center
and the restructuring of the Mobile
Infotainment business in CE. Furthermore,
within Lighting, rationalization took place in
Lamps through downsizing of excess capacity and
the transfer of production to low-wage
countries. Within Other Activities, a number of
activities were prepared for disentanglement or
divestment. The remaining restructuring in 2005
for the Philips Group covered a number of
smaller projects.
For further details of restructuring charges,
see note 4 to the consolidated financial
statements in this Annual Report.
Financial income and expenses
A breakdown of the financial income and
expenses is shown in the table below.
Financial income and
expenses
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Interest expense (net) |
|
|
(258 |
) |
|
|
(197 |
) |
|
|
(183 |
) |
Sale of securities |
|
|
440 |
|
|
|
233 |
|
|
|
|
|
Other |
|
|
34 |
|
|
|
72 |
|
|
|
217 |
|
|
|
|
216 |
|
|
|
108 |
|
|
|
34 |
|
The net interest expense was EUR 14 million
lower than in 2005, mainly as a result of
higher average cash positions and higher
average interest rates applied to these cash
positions during 2006, compared to 2005. This
was offset by increased interest expenses on
derivatives related to hedging of the Groups
foreign-currency-denominated cash and
intercompany funding positions.
Simplicity is a place between too little and
too much. It is quality and
value, whether it be in your time, your space or
the products that you use. If one reduces
unnecessary clutter, the mind perceives
simplicity. In medical equipment, we need the
essentials enough technology to obtain an
accurate analysis without a lot of extra options
that clutter and confuse.
Peggy Fritzsche, former President
of the Radiology Society of North America
and member of the Philips Simplicity
Advisory Board
More is often not better. In fact, its
often too much. Determined to deliver to the
healthcare community on its brand promise of
sense and simplicity, Philips resolutely
avoids technological overkill, offering
physicians advanced medical equipment that is
designed around their needs, to enable them
to make the best diagnosis possible.
Philips
Annual Report 2006 37
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
In India, Philips launched a pilot project for
rural dwellers with limited access to
electricity, involving two rechargeable
lighting products a weatherproof, portable
lamp for general illumination and a hand-held,
hand-cranked LED flashlight.
Income from the sale of securities
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Gain on sale of Atos Origin shares |
|
|
|
|
|
|
185 |
|
|
|
|
|
Gain on sale of Great Nordic shares |
|
|
|
|
|
|
48 |
|
|
|
|
|
Gain on sale of ASML shares |
|
|
140 |
|
|
|
|
|
|
|
|
|
Gain on sale of Vivendi Universal
shares |
|
|
300 |
|
|
|
|
|
|
|
|
|
|
|
|
440 |
|
|
|
233 |
|
|
|
|
|
During 2006, there were no sales of
securities, whereas in 2005 a gain of EUR 233
million was recognized on the sale of the
remaining shares in Atos Origin and Great
Nordic.
Other financial income of EUR 217 million in
2006 included a cash dividend of EUR 223
million from TSMC, a gain of EUR 97 million
upon the designation of the TSMC stock dividend
as trading securities, and a gain of EUR 29
million as a result of an increase in the fair
value of these trading securities. This was
partly offset by losses of EUR 77 million
resulting from an impairment of the
available-for-sale holding in TPO Display Corp.
and EUR 61 million due to a decline in the fair
value of the share option within a convertible
bond received from TPV Technology Ltd.
In 2006, the investment in TSMC was no longer
accounted for using the equity method, since
Philips is no longer able to exercise significant influence as a result of the reduction in
both the shareholding and the number of Philips
board members.
Income taxes
Income taxes amounted to EUR 137 million,
compared to EUR 506 million in 2005. Income
taxes in 2005 included EUR 240 million of
withholding taxes related to the transfer of
TSMC shares to the Company from its fully
owned subsidiary Philips Electronics
Industries Taiwan, partly offset by tax gains
of EUR 109 million relating to final agreements on prior-year taxes in the US.
Income taxes in 2006 were positively impacted
by a reduction of the Dutch corporate tax
rate (EUR 70 million) and tax gains of EUR 40
million relating to final agreements on
prior-year taxes in various jurisdictions.
The tax burden in 2006 corresponded to an
effective tax rate of 11.3% on the pre-tax
income. The effective tax rate in 2006 was
affected by tax-exempt items such as TSMC
dividends, as well as the gains and losses
resulting
38 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
from changes in the fair value of TSMC
stock and TPV bond options. Non-taxable items
in 2005 were the sale of shares in Atos Origin
and Great Nordic (in total EUR 233 million) and
part of the gain on the TPV transaction.
For 2007, the effective tax rate on pre-tax
income is expected to be in the mid-20%
range.
Results from equity-accounted investees
The results from equity-accounted investees
decreased by EUR 1,911 million to a loss of
EUR 157 million in 2006, a breakdown of which
is shown in the table below.
Results from equity-accounted investees
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Companys participation in income |
|
|
1,033 |
|
|
|
513 |
|
|
|
(180 |
) |
Results on sale of shares |
|
|
185 |
|
|
|
1,545 |
|
|
|
79 |
|
Gains arising from dilution effects |
|
|
254 |
|
|
|
165 |
|
|
|
14 |
|
Investment impairment and
guarantee charges |
|
|
(8 |
) |
|
|
(469 |
) |
|
|
(70 |
) |
|
|
|
1,464 |
|
|
|
1,754 |
|
|
|
(157 |
) |
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
The Companys participation in the net
income of equity-accounted investees declined
from a gain of EUR 513 million in 2005 to a
loss of EUR 180 million, primarily due to lower
results at LG.Philips LCD and the change in
accounting treatment of TSMC.
Excluding the 2005 sale of shares, LG.Philips
LCDs operational result in 2006 declined by
EUR 342 million compared to 2005, resulting in
a loss of EUR 196 million as price pressure and
oversupply impacted results.
In 2005, the TSMC operational profit of EUR
380 million was recorded under results relating
to equity-accounted investees. In 2006, a gain
of EUR 223 million related to the receipt of
the TSMC cash dividend was recognized in financial income and expenses. Further to this, a
gain of EUR 97 million upon the designation of
a TSMC stock dividend as trading securities and
a gain of EUR 29 million as a result of an
increase in the fair value of these trading
securities were included in financial income
and expenses.
Results on the sale of shares in 2006 were
primarily attributable to the EUR 76 million
non-taxable gain on the sale of the remaining
8.4 million shares of common stock in FEI
Company, reducing Philips shareholding from
24.8% to zero.
In 2005, a total gain of EUR 1,545 million was
recognized, mostly related to the sale of
shares in NAVTEQ, TSMC and LG.Philips LCD.
Gains and losses arising from dilution effects
in 2006 were mainly due to a EUR 14 million
dilution gain recorded for TPV following the
IPO in the first quarter and a further share
issue in the second quarter. As a consequence,
Philips shareholding in TPV was reduced by
1.2 percentage points to 13.8%. This dilution
gain increased the book value of Philips
investment in TPV.
Gains and losses arising from dilution
effects in 2005 included a EUR 189 million
dilution gain recorded for LG.Philips LCD as
a result of the secondary offering of shares
and a dilution loss of EUR 24 million related
to TSMC as Philips shareholding was diluted
due to the issue of new shares in grants to
employees.
On a per-country basis, agreements with
LG.Philips Displays for voluntary payments
(social contributions and environmental
clean-up) were reached in the first quarter of
2006. As a consequence, a total loss of EUR 61
million was recognized in 2006, largely related
to social costs in France, Germany, the
Netherlands and the UK.
In 2005, an impairment charge of EUR 416
million related to the investment in
LG.Philips Displays and a charge of EUR 42
million for the existing guarantee provided
to LG. Philips Displays banks were
recorded.
Minority interests
The share of minority interests in the income
of group companies reduced income by EUR 4
million in 2006, compared to an increase of EUR
3 million in 2005. The main driver behind the
decrease in income was the reduced shareholding
in the venture Philips BenQ Digital Storage.
Discontinued operations
Following an announcement of a binding letter
of intent between Philips and Toppoly
Optoelectronics Corporation of Taiwan in
November 2005, the merger of Mobile Display
Systems (MDS) with Toppoly was completed in
June 2006. An after-tax transaction gain of EUR
29 million was recognized. As a consequence of
this transaction, Philips holds a 17.5% stake
in TPO.
On September 29, 2006, the Company sold a
majority stake in its Semiconductors division
to a
private equity consortium led by Kohlberg
Kravis Roberts & Co. (KKR). The transaction
consisted of the sale of the division for
Philips
Annual Report 2006 39
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
Motiva, a TV-based platform for remote patient
management, was launched on the US and
European markets in 2006. Besides vital-sign
monitoring, Motiva engages patients with
personalized interactive content, helping care
managers reach more patients, influence
long-term behavior and lower healthcare costs.
a total consideration of EUR 7,913
million and a simultaneous acquisition of
a minority interest in the recapitalized
organization at a cost of EUR 854 million.
A gain of EUR 4,283 million was recorded
on the sale, net of costs directly
associated with this transaction of
approximately EUR 367 million.
The Companys ownership interest in the
recapitalized organization, now named NXP
Semiconductors, was recorded at its fair
value of EUR 854 million. Philips ownership
consists of 19.9% of the preferred shares
and 17.5% of the common shares.
The Company reported its stake in the
recapitalized NXP Semiconductors under other
non-current financial assets.
In this Annual Report, Philips reports the
results of the MDS and Semiconductors
businesses separately as discontinued
operations. Consequently, the results of the
MDS and Semiconductors businesses, including
transaction gains, are shown separately in the
financial statements as results from
discontinued operations. In 2005,
Semiconductors was reported as part of the
Philips Group while MDS was classified as a
discontinued operation. In accordance with the
applicable accounting principles, previous
years have been restated.
Net income
Net income amounted to EUR 5,383 million (EUR
4.58 per common share), of which income from
continuing operations was EUR 919 million and
EUR 4,464 million related to discontinued
operations. In 2005, net income amounted to
EUR 2,868 million, of which EUR 2,831 million
was income from continuing operations.
Performance by region
Sales per region
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Europe and Africa |
|
|
11,703 |
|
|
|
11,520 |
|
|
|
12,140 |
|
North America |
|
|
6,944 |
|
|
|
7,502 |
|
|
|
7,885 |
|
Latin America |
|
|
1,376 |
|
|
|
1,804 |
|
|
|
1,970 |
|
Asia Pacific |
|
|
4,832 |
|
|
|
4,949 |
|
|
|
4,981 |
|
|
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
EBIT per region
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Europe and Africa |
|
|
884 |
|
|
|
1,089 |
|
|
|
1,083 |
|
North America |
|
|
38 |
|
|
|
153 |
|
|
|
(159 |
) |
Latin America |
|
|
51 |
|
|
|
92 |
|
|
|
62 |
|
Asia Pacific |
|
|
183 |
|
|
|
138 |
|
|
|
197 |
|
|
|
|
1,156 |
|
|
|
1,472 |
|
|
|
1,183 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
In 2006, sales in Europe showed a strong
increase of 8% on a comparable basis, with
divestments having a downward effect of 3%.
Comparable sales growth was visible in all
sectors, led by double-digit growth rates at
DAP and CE (both 10%), followed by Lighting
and Medical Systems with sales increases of
8% and 6% respectively. Other Activities
sales declined by 21% in nominal terms,
entirely due to divestments, while sales were
stable on a comparable basis.
Comparable sales in the emerging markets in
Eastern Europe showed a 19% increase, with
double-digit growth rates evident in all
operating sectors, notably in Medical Systems
with 33%. Russia and Ukraine, accounting for
around 40% of the Companys sales in Eastern
Europe, showed strong sales growth of 27% and
57% respectively.
Sales in North America increased by 5%, both
nominally and comparably, and were particularly
strong in DAP, with a growth rate of 11%,
predominantly attributable to sales
40 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
of Oral Healthcare products. Sales of CE
and Medical Systems improved by 7% and 6%
respectively, while Lighting posted 2% growth
in comparable terms. Other Activities sales
declined, both nominally and comparably, with
divestments having an 11% downward impact.
Asia Pacific posted 2% comparable sales growth
in 2006. Strong increases in DAP (15%), Medical
Systems (14%) and Lighting (13%) were partly
offset by an 11% comparable decline in CE
sales, largely attributable to the performance
of Mobile Phones, and lower sales of Other
Activities, mainly due to Optical Storage.
Sales in Latin America grew by 8% comparably,
with strong double-digit sales growth in most
of the countries, and a 5% sales increase in
Brazil. All sectors reported increased sales,
led by 14% comparable sales growth in DAP and
10% in Lighting, followed by CE (8%) and
Medical Systems (3%).
Earnings in Europe slightly declined as 2005
results benefited from a release of the
postretirement medical benefits provision,
due to the termination of the SFAS No. 106 plan
in the Netherlands and the TPV transaction
gain. EBIT in North America was impacted by the
EUR 256 million asbestos-related charge in
2006. The result in Latin America declined,
largely due to difficult market conditions for
CE. The EBIT increase in Asia Pacific was
mainly due to the increased share of
high-margin businesses (Medical Systems, DAP)
in this region in 2006.
Research and development
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Philips research and development
expenditures totaled EUR 1.7 billion, or 6.2%
of sales, the same percentage as in 2005.
By working together with many industrial,
academic and clinical partners, we offer
challenging opportunities for creative, innovative
people with an entrepreneurial spirit who enjoy
pre-clinical research and translate it into
advanced medical applications that improve
peoples lives.
Anne Riesewijk, manager of the Life
Sciences Facilities, Philips Research
The Life Sciences Facilities at the High Tech
Campus Eindhoven, Netherlands, provide
biological, chemical and technical
infrastructure and expertise for
multidisciplinary R&D in the field of molecular
medicine. This new approach to healthcare
endeavors to identify diseases in an early stage
at cellular and molecular level, even before the
patient suffers from the symptoms. In this way,
personalized treatment can be started more
rapidly and therefore more effectively, and with
less risk of side effects.
Philips
Annual Report 2006 41
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Management discussion and analysis |
Philips underlined its growing presence in
gaming with demonstrations of its new amBX
technology and PC peripherals at IFA 2006.
Philips amBX technology is licensed across
the gaming industry and offers a full
sensory surround experience by empowering
developers to use light, color, sound, heat
and even airflow during gameplay creating
an ambient intelligence environment in the
process.
Investments in innovative technologies
increased especially in the areas of Healthcare
& Wellness and Lighting & Visual Experiences to
42% and 20% respectively.
In 2006, 53% of the groups sales came from
newly introduced products. A significant
increase in sales from new products compared
to 2005 was visible in CE, Lighting and DAP.
Medical Systems sales from new products
remained well above the group level of 53%.
Philips aims to increase the share of new
products in total sales further above 50%,
while at the same time focusing on the profitability of new products.
Research and development expenditures
per sector
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
20062) |
|
Medical Systems |
|
|
477 |
|
|
|
526 |
|
|
|
575 |
|
DAP |
|
|
134 |
|
|
|
139 |
|
|
|
174 |
|
Consumer Electronics |
|
|
475 |
|
|
|
419 |
|
|
|
385 |
|
Lighting |
|
|
175 |
|
|
|
212 |
|
|
|
269 |
|
Other Activities |
|
|
654 |
|
|
|
587 |
|
|
|
571 |
|
Inter-sector eliminations |
|
|
(300 |
) |
|
|
(281 |
) |
|
|
(306 |
) |
Philips Group |
|
|
1,615 |
|
|
|
1,602 |
|
|
|
1,668 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
|
2) |
|
Includes the write-off of
acquired in-process research and
development of EUR 33 million (2005:
EUR 6 million) |
In 2006, increased research and development
investment within Medical Systems, Lighting and
DAP was offset by a reduction in R&D expense at
CE as a consequence of increased outsourcing.
Increased research and development investments
within Corporate Technologies, mainly to set up
the Healthcare and Lifestyle Incubators, were
partly offset by the divestment of several
businesses.
Medical Systems R&D spend increased by EUR 49
million due to additional investments in new
sensor technologies and magnetic resonance
imaging, as well as the write-off of in-process
R&D following the acquisition of Witt
Biomedical and Intermagnetics. Lighting
increased its investment in solid-state
lighting solutions, while DAP increased the
development spend across all businesses,
especially in Health & Wellness. Research and
development expenditure also increased in the
research incubators for healthcare, lifestyle
and technology, the breeding grounds for new,
innovative product concepts.
42 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Employment
Employment
in FTEs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Position at beginning of year |
|
|
164,438 |
|
|
|
161,586 |
|
|
|
159,226 |
|
Consolidation changes: |
|
|
|
|
|
|
|
|
|
|
|
|
- new consolidations |
|
|
2,374 |
|
|
|
1,795 |
|
|
|
4,834 |
|
- deconsolidations |
|
|
(2,792 |
) |
|
|
(2,552 |
) |
|
|
(44,085 |
) |
- comparable change |
|
|
(2,434 |
) |
|
|
(1,603 |
) |
|
|
1,757 |
|
Position at year-end |
|
|
161,586 |
|
|
|
159,226 |
|
|
|
121,732 |
|
Excluding discontinued operations (MDS
and Semiconductors), the total number of
employees of the Philips Group was 121,732
at the end of 2006 compared to 121,809 at
the end of 2005.
|
|
|
1) |
|
Excluding discontinued operations |
The main employee increase in 2006 was in
DAP (due to the acquisition of Lifeline and
Avent), Lighting (due to the inclusion of
Feixin and Bodine) and Medical Systems (due to
the acquisition of Witt Biomedical and
Intermagnetics). The largest reduction in 2006
occurred in Other Activities (due to
divestments within Corporate Investments).
Employees by sector
in FTEs at
year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Medical Systems |
|
|
30,790 |
|
|
|
30,978 |
|
|
|
32,843 |
|
DAP |
|
|
8,205 |
|
|
|
8,203 |
|
|
|
10,953 |
|
Consumer Electronics |
|
|
16,993 |
|
|
|
15,537 |
|
|
|
14,486 |
|
Lighting |
|
|
44,004 |
|
|
|
45,649 |
|
|
|
47,739 |
|
Other Activities |
|
|
23,869 |
|
|
|
19,050 |
|
|
|
13,347 |
|
Unallocated |
|
|
2,609 |
|
|
|
2,392 |
|
|
|
2,364 |
|
Discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
|
|
|
161,586 |
|
|
|
159,226 |
|
|
|
121,732 |
|
The Semiconductors division had a strong
presence in Asia. Following the sale of the
majority stake in the Semiconductors division,
the number of Philips employees in the Asia
Pacific region was significantly reduced.
Employees by
geographic area
in FTEs at year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Netherlands |
|
|
20,476 |
|
|
|
20,068 |
|
|
|
17,510 |
|
Europe (excl. Netherlands) |
|
|
35,492 |
|
|
|
34,860 |
|
|
|
34,446 |
|
USA and Canada |
|
|
25,172 |
|
|
|
25,362 |
|
|
|
28,809 |
|
Latin America |
|
|
13,497 |
|
|
|
13,692 |
|
|
|
13,194 |
|
Africa |
|
|
409 |
|
|
|
404 |
|
|
|
389 |
|
Asia Pacific |
|
|
31,424 |
|
|
|
27,423 |
|
|
|
27,384 |
|
|
|
|
126,470 |
|
|
|
121,809 |
|
|
|
121,732 |
|
Discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
|
|
|
161,586 |
|
|
|
159,226 |
|
|
|
121,732 |
|
Sales per employee increased from EUR
209,000 in 2005 to EUR 218,000 in 2006, an
increase of 4%. The increase was evident
particularly at CE, followed by DAP, Medical
Systems and Lighting.
Philips seeks to maintain constructive
relationships with the labor unions.
|
|
|
1) |
|
Excluding the
Semiconductors division, which has been
restated and presented as a discontinued
operation |
Philips
Annual Report 2006 43
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity and capital resources |
Liquidity and capital resources
Cash flows
Condensed consolidated statements of cash flows for the years ended December 31, 2004, 2005 and
2006 are presented below:
Condensed cash flow statements
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
1) |
|
2005 |
1) |
|
2006 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
Income from discontinued
operations |
|
|
(252 |
) |
|
|
(37 |
) |
|
|
(4,464 |
) |
Adjustments to reconcile net
income to net cash provided by
operating activities |
|
|
(1,149 |
) |
|
|
(1,690 |
) |
|
|
(577 |
) |
Net cash provided by
operating activities |
|
|
1,435 |
|
|
|
1,141 |
|
|
|
342 |
|
Net cash provided by (used for)
investing activities |
|
|
1,322 |
|
|
|
1,687 |
|
|
|
(2,811 |
) |
Cash flows before
financing activities |
|
|
2,757 |
|
|
|
2,828 |
|
|
|
(2,469 |
) |
Net cash used for financing activities |
|
|
(2,145 |
) |
|
|
(2,589 |
) |
|
|
(3,715 |
) |
Cash provided by (used for)
continuing operations |
|
|
612 |
|
|
|
239 |
|
|
|
(6,184 |
) |
Net cash provided by discontinued
operations |
|
|
710 |
|
|
|
546 |
|
|
|
7,111 |
|
Effect of changes in exchange rates
on cash positions |
|
|
(45 |
) |
|
|
159 |
|
|
|
(197 |
) |
Cash and cash equivalents at
beginning of year |
|
|
3,072 |
|
|
|
4,349 |
|
|
|
5,293 |
|
Cash and cash equivalents at
end of year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. Please
refer to the consolidated statements of cash flows which are part of the chapter Group financial statements. |
Cash flows before financing activities
Net cash from operating activities amounted to EUR 342 million in 2006 compared to a cash flow
of EUR 1,141 million in 2005. The decrease was caused by higher working capital requirements,
mainly driven by additional and accelerated pension contributions in the UK and the US. In 2006,
further to the normal annual contribution to pension plans, EUR 582 million was paid to the UK
pension plan following a change in regulation. In the US, an accelerated contribution of EUR 101
million was made to the local pension fund.
Net capital expenditures totaled EUR 697 million, EUR 191 million higher than in 2005, mainly
driven by investments related to new acquisitions, notably Lumileds within Lighting. Including the
investments related to Lumileds, Lighting was the most capital-intensive sector in 2006, with EUR
319 million total expenditure.
44 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
In 2005, net capital expenditures amounted to EUR 506 million, mainly attributable to Lighting and
Medical Systems.
Continuing operations recorded a cash outflow from investing activities of EUR 2,811 million
compared to an inflow of EUR 1,687 million in 2005.
During the year, a total of EUR 2,498 million was used for acquisitions, notably Intermagnetics
(EUR 993 million), Avent (EUR 689 million), Lifeline (EUR 583 million) and Witt Biomedical (EUR 110
million).
In 2006, EUR 318 million cash was generated from the divestment of several businesses within Other
Activities, notably CryptoTec, Philips Enabling Technologies Group, Philips Business
Communications, Optical Storage, and the sale of the entire stake in FEI company. In addition, EUR
62 million was received in relation to maturing currency hedges.
In 2005, acquisitions totaling EUR 1,107 million included the acquisition of a 47.25% share in
Lumileds, which had a cash impact of EUR 788 million, and the acquisition of Stentor for EUR 194
million. In addition, cash payments of EUR 46 million were made for maturing currency hedges. Cash
proceeds of EUR 3,346 million, mainly related to the sale of shares in NAVTEQ (EUR 932 million),
TSMC (EUR 770 million), Atos Origin (EUR 554 million), LG.Philips LCD (EUR 938 million) and Great
Nordic (EUR 67 million) were recognized.
Cash flows from financing activities
Net cash used for financing activities in 2006 was EUR 3,715 million. The impact of changes in
debt was a reduction of EUR 437 million, including a EUR 208 million scheduled bond repayment.
Philips shareholders were paid EUR 523 million in
dividend. Additionally, cash outflows for share repurchases totaled EUR 2,899 million. This
included EUR 414 million final repurchases related to the EUR 1.5 billion share repurchase program
announced in August 2005 that was completed in February 2006, a total of EUR 118 million related to
hedging of obligations under the long-term employee incentive and employee stock purchase programs
and a total of EUR 2,367 million of share repurchases for cancellation between July and December
2006. Offsetting the cash outflows in part was a net cash inflow of EUR 144 million due to the
exercise of stock options.
Net cash used for financing activities in 2005 amounted to EUR 2,589 million. The impact of
changes in debt was a reduction of EUR 324 million, including EUR 251 million of scheduled bond
repayments. Philips shareholders were paid EUR 504 million in dividend. Additionally, EUR 1,836
million was used to acquire approximately 84 million shares as part of the Companys share
repurchase programs. The first share repurchase program, which was completed in June 2005,
resulted in a total cash outflow of EUR 750 million. Of this, EUR 250 million was related to the
hedging of obligations under the long-term employee incentive and employee stock purchase programs,
with the remaining EUR 500 million of shares repurchased for cancellation. The second share
repurchase program, which began in August 2005, resulted upon completion in a total of EUR 1.5
billion worth of shares repurchased for cancellation. Offsetting these amounts in part was a cash
inflow due to the exercise of stock options for an amount of EUR 75 million.
Cash flow from discontinued operations
In 2006, net cash generated by discontinued operations amounted to EUR 7,111 million, predominantly
related to the sale of a majority stake in the Semiconductors division, amounting to EUR 7,059
million.
Philips
Annual Report 2006 45
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Financing
The condensed balance sheet for the years 2006, 2005 and 2004 is presented below
Condensed balance sheet
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
1) |
|
2005 |
1) |
|
2006 |
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
Receivables |
|
|
8,136 |
|
|
|
8,976 |
|
|
|
9,726 |
|
Assets of discontinued operations |
|
|
4,198 |
|
|
|
3,973 |
|
|
|
|
|
Inventories |
|
|
2,500 |
|
|
|
2,797 |
|
|
|
2,880 |
|
Equity-accounted investees |
|
|
5,284 |
|
|
|
5,342 |
|
|
|
2,978 |
|
Other non-current financial assets |
|
|
956 |
|
|
|
730 |
|
|
|
8,056 |
|
Property, plant and equipment |
|
|
2,792 |
|
|
|
3,019 |
|
|
|
3,099 |
|
Intangible assets |
|
|
2,524 |
|
|
|
3,775 |
|
|
|
5,735 |
|
Total assets |
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other
liabilities |
|
|
7,188 |
|
|
|
8,498 |
|
|
|
8,175 |
|
Liabilities of discontinued
operations |
|
|
1,346 |
|
|
|
1,385 |
|
|
|
|
|
Provisions |
|
|
2,673 |
|
|
|
2,710 |
|
|
|
3,325 |
|
Debt |
|
|
4,513 |
|
|
|
4,487 |
|
|
|
3,869 |
|
Minority interests |
|
|
159 |
|
|
|
159 |
|
|
|
131 |
|
Stockholders equity |
|
|
14,860 |
|
|
|
16,666 |
|
|
|
22,997 |
|
Total liabilities and equity |
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. Please
refer to the consolidated balance sheets which are part of the chapter Group financial statements. |
Cash and cash equivalents
In 2006, cash and cash equivalents increased by EUR 730 million to EUR 6,023 million at year-end.
Cash proceeds from divestments amounted to EUR 7,218 million, including a net cash inflow of EUR
7,059 million as a result of the sale of Semiconductors. The share buy-back programs led to a cash
outflow of EUR 2,899 million. There were further cash outflows for acquisitions of EUR 2,498
million, including EUR 583 million for the acquisition of Lifeline, EUR 689 million for Avent, EUR
993 million for Intermagnetics and EUR 110 million for Witt Biomedical. Furthermore, a dividend of
EUR 523 million was paid. Currency changes during 2006 decreased cash and cash equivalents by EUR
197 million.
In 2005, cash and cash equivalents increased by EUR 944 million to EUR 5,293 million at year-end.
Cash proceeds from divestments amounted to EUR 3,652 million, while the share repurchase programs
led to a cash outflow of EUR 1,836 million. There were further cash outflows for acquisitions of
EUR 1,395 million, including Stentor and Lumileds for a total of EUR 982 million. Currency changes
during 2005 increased cash and cash equivalents by EUR 159 million.
Debt position
Total debt outstanding at the end of 2006 was EUR 3,869 million, compared with EUR 4,487 million at
the end of 2005.
Changes in debt
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
New borrowings |
|
|
258 |
|
|
|
74 |
|
|
|
106 |
|
Repayments |
|
|
(1,925 |
) |
|
|
(398 |
) |
|
|
(543 |
) |
Consolidation and currency effects |
|
|
304 |
|
|
|
298 |
|
|
|
(181 |
) |
Total changes in debt |
|
|
(1,363 |
) |
|
|
(26 |
) |
|
|
(618 |
) |
During the year, total debt decreased by EUR 618 million. Philips repaid EUR 208 million in a
scheduled bond repayment. The remaining repayments consisted of bank facilities of EUR 277 million,
capital lease transactions for EUR 8 million and EUR 50 million resulting from reductions in other
debt. New borrowings of EUR 106 million included EUR 97 million from increased short-term borrowings. Other changes resulting from
consolidation and currency effects led to a reduction of EUR 181 million.
In 2005, total debt decreased by EUR 26 million to EUR 4,487 million. Philips repaid EUR 251
million in scheduled bond repayments. A further EUR 53 million was repaid or converted under
convertible personnel debentures and staff savings plans, repayments of bank facilities and capital
lease transactions totaled EUR 78 million and the remaining repayments of EUR 16 million resulted
from reductions in other debt. New borrowings of EUR 74 million include EUR 35 million for
convertible personnel debentures and staff savings plans, a further EUR 24 million for capital
lease transactions with the remaining EUR 15 million split over other types of debt. Other changes
resulting from consolidation and currency effects led to an increases of EUR 298 million.
Philips had one putable bond outstanding at year-end 2006 for USD 103 million, issued at 7.125%,
due 2025, carrying an option of each holder to put the bond to the Company on May 15, 2007 upon
notice received between March 15 and April 15, 2007.
46 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Assuming investors require repayment at the relevant put dates, the average remaining tenor of the
total outstanding long-term debt was 3.7 years at year-end 2006, compared to 3.8 years in 2005.
However, assuming the putable bonds will be repaid at maturity, the average remaining tenor at
the end of 2006 was 4.1 years compared to 5.0 years at the end of 2005.
Long-term debt as a proportion of the total debt stood at 78% at the end of 2006, compared to 74%
at the end of 2005.
Net debt
The Company had a net cash position (cash and cash equivalents, net of debt) of EUR 2,154 million
at the end of 2006, compared to a net cash position at the end of 2005 of EUR 806 million.
Stockholders equity
Stockholders equity increased by EUR 6,331 million to EUR 22,997 million at December 31, 2006. Net
income contributed EUR 5,383 million, while unrealized gains on available-for-sale securities had
an upward effect of EUR 4,291 million, mainly related to the changed accounting treatment of TSMC.
The unrealized gain on the value of TSMC was partly offset by EUR 2,899 million due to the share
repurchase programs for both capital reduction purposes and the hedging of long-term incentive and
employee stock purchase programs, and by EUR 523 million due to the dividend payment to
shareholders in 2006. There was a net decrease of EUR 263 million related to pension liabilities
including the effect of adoption of SFAS No. 158.
Philips new fuel-efficient and virtually smokeless woodstove could benefit hundreds of millions
of families in the worlds poorest regions. The woodstove allows faster, easier cooking and significantly reduces smoke and thus dangerous toxic emissions. Its better for people, and better for the
planet.
In 2005, stockholders equity increased by EUR 1,806 million to EUR 16,666 million. The increase
was primarily driven by net income of EUR 2,868 million and an increase in other comprehensive
income of EUR 1,137 million, mainly related to the positive change of currency translation
differences (EUR 1,521 million), partly offset by the effect of the sale of available-for-sale
securities (EUR 184 million).
The number of outstanding common shares of Royal Philips Electronics at December 31, 2006 was 1,107
million (2005: 1,201 million). During 2006 a total of 173 million shares were cancelled.
At the end of 2006, the Company held 35.9 million shares in treasury to cover the future delivery
of shares in connection with the 65.5 million rights outstanding at year-end 2006 under the
Companys long-term incentive
Philips
Annual Report 2006 47
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity and capital resources |
plan and convertible personnel debentures. At year-end 2005, 43.0 million shares were held in
treasury against rights outstanding of 69.0 million. At the end of 2005, the Company held 71.7
million shares for cancellation. Treasury shares are accounted for as a reduction of stockholders
equity.
Liquidity position
Including the Companys net cash position, listed available-for-sale securities, trading securities
and listed equity-accounted investees, as well as its USD 2.5 billion commercial paper program
supported by the revolving credit facility, the Company had access to net available liquidity
resources of EUR 13,576 million as of December 31, 2006, compared to EUR 14,167 million one year
earlier.
Liquidity position
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
Long-term debt |
|
|
(3,552 |
) |
|
|
(3,320 |
) |
|
|
(3,006 |
) |
Short-term debt |
|
|
(961 |
) |
|
|
(1,167 |
) |
|
|
(863 |
) |
Net cash (debt) |
|
|
(164 |
) |
|
|
806 |
|
|
|
2,154 |
|
Available-for-sale securities at
market value |
|
|
662 |
|
|
|
113 |
|
|
|
6,529 |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
192 |
|
Main listed investments in equity-
accounted investees at market value |
|
|
10,288 |
|
|
|
11,139 |
|
|
|
2,803 |
|
Net available liquidity |
|
|
10,786 |
|
|
|
12,058 |
|
|
|
11,678 |
|
Revolving credit facility / CP
program1) |
|
|
1,838 |
|
|
|
2,109 |
|
|
|
1,898 |
|
Net available liquidity resources |
|
|
12,624 |
|
|
|
14,167 |
|
|
|
13,576 |
|
|
|
|
1) |
|
The revolving credit facility could act as a back-up for the CP program |
The fair value of the Companys listed available-for-sale securities, based on quoted market prices
at December 31, 2006, amounted to EUR 6,529 million, of which EUR 6,395 million related to TSMC and
EUR 62 million related to JDS Uniphase. The Company also held a total of EUR 192 million of trading
securities in TSMC based on quoted market prices as at December 31, 2006.
Philips shareholdings in its main listed equity-accounted investees had a fair value of EUR 2,803
million based on quoted market prices at December 31, 2006, and consisted primarily of the
Companys holdings in LG.Philips LCD and TPV with values of EUR 2,673 million and EUR 126 million
respectively. The Company has a lock-up period associated with the sale of shares in TPV that
expires in September 2008. Furthermore, the LG.Philips LCD shareholders agreement with LG
Electronics includes an agreement that both companies will maintain a holding of at least 30% each
until July 2007.
Philips has a USD 2.5 billion commercial paper program, under which it can issue commercial paper
up to 364 days in tenor, both in the US and in Europe, in any major freely convertible currency.
There is a panel of banks, six in Europe and five in the US, that support the program. When
Philips wants to fund through the commercial paper program, it contacts the panel of banks. The
interest is at market rates prevailing at the time of issuance of the commercial paper. There is no
collateral requirement in the commercial paper program. There are no limitations on Philips use of
the program, save for market considerations, e.g. that the commercial paper market itself is not
open. If this were to be the case, Philips USD 2.5 billion committed revolving credit facility
could act as back-up for short-term financing requirements that normally would be satisfied
through the commercial paper program. The USD 2.5 billion revolving credit facility does not have a
material adverse change clause, has no financial covenants and does not have credit-rating-related
acceleration possibilities. As of December 31, 2006, Philips did not have any commercial paper
outstanding.
As at December 31, 2006 the company had total cash and cash equivalents of EUR 6,023 million; the
company pools cash from subsidiaries in the extent legally and economically feasible. Cash in
subsidiaries is not necessarily freely available for alternative uses due to possible legal or
economic restrictions. The amount of cash not immediately available is not considered material for
the company to meet its cash obligations. The Company had a total debt position of EUR 3,869
million at the year end.
Guarantees and contractual cash obligations
Guarantees
Guarantees issued or modified after December 31, 2002 having characteristics defined in FASB
Interpretation No. 45 Guarantors Accounting and Disclosure Requirements for Guarantees, including
Indirect Guarantees of Indebtedness of Others (FIN45), are measured at fair value and recognized
on the balance sheet. At the end of 2006, the total fair value of guarantees recognized by the
Company was EUR 4 million.
Guarantees issued before December 31, 2002 and not modified afterwards, and guarantees issued
after
48 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
December 31, 2002, which do not have characteristics defined in FIN45, remain off-balance sheet.
Philips policy is to provide only written letters of support; Philips does not stand by other
forms of support. The following table outlines the total outstanding off-balance sheet
credit-related guarantees and business-related guarantees provided by Philips for the benefit of
unconsolidated companies and third parties as at December 31, 2006.
Expiration per period
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
|
|
|
|
|
|
|
|
|
|
|
amounts |
|
|
less than |
|
|
|
|
|
|
after |
|
|
|
committed |
|
|
1 year |
|
|
1-5 years |
|
|
5 years |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business-related
guarantees |
|
|
466 |
|
|
|
151 |
|
|
|
80 |
|
|
|
235 |
|
Credit-related
guarantees |
|
|
42 |
|
|
|
14 |
|
|
|
2 |
|
|
|
26 |
|
|
|
|
508 |
|
|
|
165 |
|
|
|
82 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business-related
guarantees |
|
|
512 |
|
|
|
148 |
|
|
|
87 |
|
|
|
277 |
|
Credit-related
guarantees |
|
|
57 |
|
|
|
13 |
|
|
|
2 |
|
|
|
42 |
|
|
|
|
569 |
|
|
|
161 |
|
|
|
89 |
|
|
|
319 |
|
Contractual cash obligations
Presented below is a summary of the Groups contractual cash obligations, contingent obligations
resulting from guarantees provided, and the capital resources available to fund the cash
requirements.
Cash obligations at December 31, 2006
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
payments due by period |
|
|
|
|
|
|
|
less |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
than 1 |
|
|
1-3 |
|
|
3-5 |
|
|
after 5 |
|
|
|
total |
|
|
year |
|
|
years |
|
|
years |
|
|
years |
|
Long-term debt1) |
|
|
3,154 |
|
|
|
184 |
|
|
|
1,710 |
|
|
|
874 |
|
|
|
386 |
|
Capital lease
obligations1) |
|
|
59 |
|
|
|
23 |
|
|
|
10 |
|
|
|
7 |
|
|
|
19 |
|
Short-term debt1) |
|
|
656 |
|
|
|
656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases1) |
|
|
803 |
|
|
|
152 |
|
|
|
246 |
|
|
|
155 |
|
|
|
250 |
|
Bond interest |
|
|
887 |
|
|
|
171 |
|
|
|
262 |
|
|
|
153 |
|
|
|
301 |
|
Total contractual cash obligations |
|
|
5,559 |
|
|
|
1,186 |
|
|
|
2,228 |
|
|
|
1,189 |
|
|
|
956 |
|
|
|
|
1) |
|
Short-term debt, long-term debt and capital lease obligations are included in
the Companys consolidated balance sheet; please refer to bank note 23, note 24 and note 26 of
the notes to the consolidated financial statements for additional details. |
The Company has a number of commercial agreements such as supply agreements, that provide that
certain penalties may be charged to the Company if the Company does not fulfil its commitments.
Based on past operating performance and current prospects, supported by the companys balance sheet
and unused borrowing capacity, Philips believes that working capital is sufficient for the
companys present requirements. Furthermore, the Company has no material commitments for capital
expenditures.
The company had total amounts payable in relation to accrued interest on debt of EUR 118 million as
at December 31, 2006.
The Company sponsors pension plans in many countries in accordance with legal requirements, customs
and the local situation in the countries involved. The majority of employees in Europe and North
America are covered by defined-benefit plans.
Contributions are made by the Company, as necessary, to provide sufficient assets to meet future
benefits payable to plan participants. These contributions are determined based upon various
factors, including funded status, legal and tax considerations and local customs.
The Company currently expects considerable cash outflows in relation to employee benefits, which
are estimated to amount to EUR 433 million in 2007 (2006: EUR 1,086 million), including EUR 288
million employer contributions to defined-benefit pension plans, EUR 80 million employer
contributions to defined-contribution plans and EUR 65 million expected cash outflows in relation
to unfunded pension plans.
The expected cash outflows in 2007 and subsequent years are uncertain and may change substantially
as a consequence of statutory funding requirements as well as changes in actual versus currently
assumed discount rates, estimations of compensation increases and returns on pension plan assets.
For further details about cash obligations related to pension plans, see note 20 of the
consolidated financial statements in this Annual Report.
Philips
Annual Report 2006 49
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Acquisitions |
|
|
|
|
|
|
- Other information |
Acquisitions
During 2006, the Company completed six strategically-aligned acquisitions, totaling EUR 2.5
billion, while simultaneously divesting a majority stake in its Semiconductors division as well as
a number of other cyclical, non-core activities, primarily within Corporate Investments.
In the healthcare sector four key acquisitions took place during 2006, underlining the strategic
objective to grow in this sector.
In professional healthcare, the Company acquired Witt Biomedical, the largest independent supplier
of hemodynamic monitoring and clinical reporting systems used in cardiology catheterization
laboratories. This acquisition will position the Company as a leader in the growing market for
integrated Cath Lab solutions in which cardiologists increasingly demand that Cath Labs be fully
integrated into a hospitals IT infrastructure. Hemodynamic monitors measure and monitor a
patients ECG, blood pressure and other vital signs associated with a Cath Lab procedure.
In the key market of magnetic resonance imaging (MRI), the Company acquired Intermagnetics, the
worlds leading MRI components and accessories manufacturer. Intermagnetics develops, manufactures
and markets highfield superconducting magnets used in MRI systems and is viewed as the
technological innovator in this market. Through this acquisition, the Company expects to greatly
strengthen the overall performance and innovation capability of its magnetic resonance imaging
business. Intermagnetics will be fully integrated into the Companys existing MR business.
In consumer healthcare, Philips acquired Lifeline Systems, a leader in personal emergency response
services. US-based Lifeline Systems has a broad market presence in the United States and Canada.
It markets its services through a network of more than 2,500 hospitals and other healthcare
providers and serves a subscriber base of around 520,000 people. The Company believes that the
acquisition of Lifeline will strengthen the Companys position in the evolving home healthcare
market. The aging of the population and the expectation that seniors as a percentage of the total
population
will double over the next 25 years in Western Europe and the US, makes the Company aim to become a
global player in this market.
Also in the consumer healthcare area, the Company acquired Avent, a leading provider of baby and
infant feeding products in the United Kingdom and the United States, with sales in more than 60
countries. Through this acquisition, the Company seeks to build on its leading position in Europe
in baby monitors to become a leading provider of products in this market which is expected to grow
strongly in the next years driven by a higher spending per baby in both developed and emerging
markets.
In the professional lighting sector, the Company acquired Bodine, a leading manufacturer of
emergency lighting applications. This acquisition will position Philips in the niche emergency
ballast market, while enabling it to enter strategic new market segments involving building
networks.
In the fast-growing and high-margin area of electronics peripherals and accessories, the Company
acquired Power Sentry, a market leader in the plug-in power surge protector market in the US, which
represents 80% of the global market. Through this acquisition, the Company aims to become a top
three global player in the audiovisual, PC and mobility accessory market, building on its earlier
acquisition of the US accessories supplier Gemini.
50 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Other information
Share repurchase programs
In February 2006, the Company completed the EUR 1.5 billion share repurchase program which had been
initiated in August 2005. Under this share repurchase program a total of 62,457,613 shares were
acquired during 2005 and 2006 at an average market price of EUR 24.01 per share, totaling EUR 1.5
billion.
On July 17, 2006, the Company started another EUR 1.5 billion share repurchase program, which was
expanded to a maximum of EUR 2.5 billion in October and completed in December 2006. Under this
share repurchase program a total of 86,472,494 shares were acquired at an average market price of
EUR 27.37 per share, eventually totaling EUR 2,367 million.
On January 22, 2007, the Company started a EUR 1,633 million share repurchase program through a
second trading line on Euronext Amsterdam. Under this program shares are repurchased from
shareholders who are tax-exempt or are able to achieve tax compensation. The Company expects to
complete this share repurchase program by the end of 2007. The mechanics of the second trading line
are published on the Companys website.
The programs started on July 17, 2006 and January 22, 2007 will together complete the return of EUR
4 billion to the Companys shareholders, as announced on August 3 and October 16, 2006.
In accordance with Dutch law, the Company has informed the Netherlands Authority for the Financial
Markets of its holdings of Philips shares. All transactions in Philips shares under these share
repurchase programs have been and will be reported on the Companys website.
Capital reduction
In 2006, the Companys issued share capital was reduced by a total of 173,268,629 shares, which
were acquired pursuant to the share repurchase programs initiated in 2005 and 2006. The capital
reduction was executed by way of two share cancellations.
The first share cancellation was approved by the 2006 Annual General Meeting of Shareholders and
completed in July 2006. A total of 86,796,135 shares were cancelled, resulting in a reduction of
Philips issued share capital by 6.6%.
The second share cancellation was approved by the 2006 Extraordinary General Meeting of
Shareholders and completed in December 2006. A total of 86,472,494 shares were cancelled, resulting
in a further reduction of Philips issued share capital by 7.0%.
Litigation
The Company is involved as plaintiff or defendant in litigation relating to such matters as
competition issues, commercial transactions, product liability and environmental pollution.
Although the ultimate disposition of asserted claims and proceedings cannot be predicted with
certainty, it is the opinion of the Companys management that the outcome of any such claims,
either individually or on a combined basis, will not have a material adverse effect on the
Companys consolidated financial position, but could be material to the consolidated results of
operations of the Company for a particular period.
For a description of certain legal proceedings please refer to note 27 to the consolidated financial statements in this Annual Report.
Philips
Annual Report 2006 51
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
-
Proposed dividend to
shareholders |
|
|
|
|
|
|
-
Outlook |
Proposed dividend to shareholders of Royal Philips Electronics
A proposal will be submitted to the 2007 Annual General Meeting of Shareholders to declare a
dividend of EUR 0.60 per common share, which, dependent on the progress of the current share
repurchase program, will result in an expected dividend of EUR 630 million. In 2006, a dividend was
paid of EUR 0.44 per common share (EUR 523 million) in respect of the financial year 2005.
Pursuant to article 33 of the articles of association of Royal Philips Electronics, and with the
approval of the Supervisory Board, the remainder of the income for the financial year 2006 has
been retained by way of reserve. The balance sheet presented in this report, as part of the
consolidated financial statements for the period ended December 31, 2006, is before dividend,
which is subject to shareholder approval after year-end.
52 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Outlook
A strong performance in the last quarter of 2006 enabled us to meet our objectives for both profitability and sales growth, reinforcing our confidence that we will realize our targets annual
average top-line growth of 5-6% and EBITA of at least 7.5% in 2007. In the coming year, we look
forward to introducing a number of exciting new products that will further support our growth
ambitions. We will continue the reallocation of capital by reducing our financial holdings,
pursuing value-creating acquisitions consistent with our strategic direction and returning cash to
shareholders. We will also continue our drive to simplify Philips, reducing the cost of our
organization while stepping up our efforts to improve talent management. With rigorous execution of
these plans, we expect 2007 to be a good year of continued growth and increased profitability.
Amsterdam, February 19, 2007
Board of Management
Philips
Annual Report 2006
53
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
In 2006, Philips unveiled the GEMINI PET/CT scanner with Truflight technology, which provides 20%
better spatial and contrast resolution, resulting in faster and more sensitive scanning than
conventional PET. It is the first PET system to use atomic particle time-measurements to deliver
increased image quality and consistency, helping earlier disease detection, regardless of patient
size.
54 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Medical
Systems
Philips Medical Systems is a global provider of innovative healthcare solutions designed to address
the needs of patients as well as healthcare professionals. It aims to improve access to healthcare
with products and services at every stage of care. The division continued to grow in 2006 as
Medical Systems expanded its service offerings through organic growth and acquisitions to better
meet the requirements of its customers.
Medical Systems offers through its respective businesses advanced solutions for:
|
|
imaging: X-ray, magnetic resonance (MR), computed tomography (CT) and nuclear medicine |
|
|
|
ultrasound and monitoring: patient monitoring, ultrasound systems, defibrillators and other
cardiac care technologies |
|
|
|
healthcare informatics: picture archiving and communications systems (PACS) and other information
systems |
|
|
|
medical transcription services (MedQuist) |
|
|
|
customer services: supporting the optimization of workflow and maintenance in all markets served. |
Products and services are sold to healthcare providers around the world, including academic,
enterprise and stand-alone institutions, clinics, physicians and consumer retailers.
Medical Systems development and innovation program broadens its product and service portfolio and
enables it to gain preferred-supplier positions with leading hospitals. Increasing the speed of
innovation is a strong business driver.
Medical Systems has approximately 33,000 employees in over 100 countries around the globe.
Key developments
In 2006, Medical Systems made a number of significant advances in the areas of diagnostic imaging,
healthcare informatics, cardiology and clinical decision support, through acquisitions as well as
the introduction of products and services. The division continued to build upon its current
portfolio with acquisitions that complement and enhance its market offerings. These included Witt
Biomedical, a world-renowned supplier of hemodynamic monitoring and clinical reporting systems, and
Intermagnetics, a leading manufacturer of high-field superconducting magnets and radio-frequency
coils for magnetic resonance imaging systems.
In order to ensure alignment with its customers and markets and drive future growth, Medical
Systems simplified its operations in 2006 by creating a single global sales and service
organization, while also strengthening a number of processes to improve talent management.
Progress against targets
The Annual Report 2005 set out a number of key targets for Medical Systems in 2006. The advances
made in addressing these are outlined below.
Change the future of patient care with innovations throughout the care cycle
Cardiology
Medical Systems offers innovative solutions designed to improve patient outcomes throughout the
entire course of care from early detection, through diagnostic testing and monitoring in
different care settings, to the delivery of optimal therapy. In 2006, Medical Systems focused on
improving the delivery of clinical information by integrating technologies across its product
portfolio.
In the field of cardiology, for example, the Brilliance CT scanner and Allura Xper flat detector
cardiovascular X-ray system are integrated to optimize efficiency in the
cardiac catheterization lab. Clinicians use computed tomography (CT) with improved visualization
together with Alluras interventional cardiac functionality to guide treatment delivery. In the field of electrophysiology, Medical Systems introduced the EP Navigator, a unique tool for catheter
ablation procedures. Using CT and other Philips imaging modalities, the EP Navigator collects
information from various sources, enabling clinicians to perform catheterization more easily and
efficiently.
Building upon technology obtained through the acquisition of Witt Biomedical, Medical Systems
launched a new Integrated Catheterization Lab solution in 2006, bringing greater efficiency and
clinical relevance to the cardiac workflow. This solution integrates advanced cardiovascular
X-ray, physiomonitoring & reporting and cardiovascular information management systems to improve
decision-making for members of the extended cardiology care team.
Oncology
Medical Systems released the GEMINI TF, the industrys first time-of-flight PET/CT system (PET:
positron emission tomography). This system delivers a new level of PET and CT performance, enabling
the detection of smaller lesions, faster scans and lower doses of radiopharmaceuticals.
Philips
Annual Report 2006 55
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Acute care
Medical Systems continued to lead the market in state-of-the-art monitoring for acute care units
with its IntelliVue portfolio, introducing highly advanced clinical decision-support applications.
New functionality was also added to the CareVue Chart clinical information system, further
addressing the need for assimilated, combined and cross-referenced clinical information.
In 2006 a new portfolio of flexible monitors was introduced, the SureSigns VM series, specifically designed for basic healthcare delivery in emerging markets as well as lower-acuity care
settings such as clinics and office-based surgery centers.
Womens health
Product innovation in obstetrics continued as Medical Systems introduced Avalon FM20 and FM30 fetal
and maternal monitors that improve care for mother and child. Avalon offers ergonomic features
including touchscreen, information management functions and breakthrough clinical functionality
like triplets monitoring.
Neurology
At Tokai University Hospital in Japan, Philips installed MRXO, the worlds first combined MR,
X-ray, CT and operating theater suite with floating patient transport, which enables improved efficiency when transferring a patient between diagnostic modalities during neurosurgery.
Build and leverage healthcare IT to create the integrated digital hospital of the future
In 2006, Philips installed a full iSite Picture Archiving and Communication System (PACS) at St.
Franciscus Hospital in Rotterdam, Netherlands a first for Europe. Offering exceptional image
quality and greatly improved productivity, iSites data integration capabilities make a significant contribution to the delivery of high-quality patient care. Since Philips acquired Stentor in
August 2005, orders for iSite have more than doubled.
Also introduced in 2006, Medical Systems Xcelera R2.1 cardiovascular workstation combines
examination results from key cardiology specialties. Direct access to images and information across
the care cycle enables the care team to diagnose more efficiently and make better-informed
treatment decisions.
Continue to grow faster than the market
The worldwide market for Medical Systems is estimated to have grown by 5% in 2006. Market growth
was led by healthcare informatics (>15%), imaging systems (5%), and ultrasound and monitoring (3%).
Growth on the healthcare informatics market was mainly driven by PACS, supported by the trend
towards digitalization.
Equipment order intake at Medical Systems in 2006 increased by 4% on a currency-comparable basis.
Adjusted for 2005s exceptional EUR 173 million order for the Royal Belfast Hospitals, equipment
order intake grew by 6%. This was mainly attributable to a doubling of orders for iSite products
(Healthcare Informatics) and X-ray, partly offset by a decline at Nuclear Medicine and flat order
intake for CT.
Market growth is expected to return to long-term levels of approximately 4% from a period of faster
growth. The slowdown of the market is mainly due to expected flatness in key markets in the EMEA
region, the impact of the Deficit Reduction Act in the US and the lack of technological innovation
in CT, which stimulated market growth in 2005/2006.
Medical Systems goal is to grow slightly faster than the market. Foundations have been established
for further growth, with an ongoing increase in contract penetration at Customer Services, a
prominent position in PACS and the transformation from stand-alone clinical functions to a total
care cycle approach.
Improve the EBIT margin by 1-2% over the next few years
Improvements are expected to continue, driven by further integration of the supply chain,
especially at Imaging Systems, and the integration of Intermagnetics in MR. In addition, lower IT
operating costs and a stronger focus on profitable growth, coupled with strict cost control across
all businesses, will support stronger margins.
Markets
Driven by a growing and longer-living world population, the availability of new technologies for
earlier and better diagnoses as well as the possibility of minimally or non-invasive procedures,
the medical market showed strong growth in 2006. This was largely due to increased demand in North
America and Asia Pacific. Europe and Latin America also showed growth, but at a slower rate.
Healthcare reforms in some countries and increased price competition among major players may have a
medium-term impact on future market growth.
56 Philips
Annual Report 2006
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|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Medical
Systems
Medical Systems will maintain its high level of product innovation and strengthen its sales and
distribution channels, with particular emphasis on North America, China, Japan and Europe.
The United States is the largest healthcare market, currently representing 50% of the global
market, with Japan and Germany representing the second- and third-largest markets respectively.
Medical Systems is positioned to address both the Japanese and Chinese markets, anticipating that a
rapidly growing Chinese healthcare market will be the second-largest market by the end of the
decade. The first exports from the Philips-Neusoft venture in China established in 2004 for the
development and worldwide supply of economically priced imaging equipment took place in 2006 with
the release and shipment of dual and single-slice CT scanners, radiology systems and remote-control
fluoroscopy systems.
The medical systems market has partial seasonality as a relatively large proportion of revenue is
recognized in the fourth quarter, mainly reflecting public/governmental budget spending.
2006 financial performance
Sales remained strong in 2006, showing nominal growth of 6% and comparable growth of 7%. Medical
Systems comparable sales growth was driven by all businesses except MedQuist. Strong double-digit
growth was visible in Imaging Systems (notably Computed Tomography, Nuclear Medicine and X-ray) and
Healthcare Informatics (iSite). Ultrasound & Monitoring achieved single-digit growth, reflecting
market opportunities. Customer Services posted strong growth across all segments, mainly due to the
successful implementation of the strategy to increase contract penetration. All regions contributed
to the growth in sales, especially Asia Pacific. Japan and China led the sales growth in Asia
Pacific.
EBIT improved from EUR 679 million in 2005 to EUR 795 million, driven by Computed Tomography,
Patient Monitoring & Cardiac Care, Customer Services and MedQuist. The negative impact of
acquisition-related and integration charges for Intermagnetics (EUR 65 million) and Witt Biomedical
(EUR 13 million) was largely offset by the prior-year EUR 50 million customer accommodation
payments related to MedQuist. An EBIT margin of 11.8% represents an improvement of 1.1 percentage
points compared to 2005.
Philips introduced a new release of its integrated cardiovascular information solution, the Xcelera
R2.1, which provides clinicians with access to relevant images,
documentation, quantification and
reporting tasks and other detailed patient information from a single workspace.
Cash flows included payments of EUR 993 million and EUR 110 million for Intermagnetics and Witt
Biomedical respectively. 2005 included a net cash outflow of EUR 194 million for the Stentor
acquisition. Excluding these acquisition-related disbursements, cash flows before financing
activities (EUR 732 million) were slightly below 2005 (EUR 760 million) due to higher net capital
investments. This was partly offset by higher cash flows from operating activities.
For 2007, Medical Systems expects to achieve 14-15% EBITA. The realignment of the North American
sales organization will tighten customer focus and simplify sales processes.
Leading industry awards
Medical Systems won a number of major awards in 2006. The Philips Practix Convenio mobile X-ray
system, for example, was one of several products selected for the 2006 iF Product Design Award in
the Medicine category. It also won the I.D. Design Award 2006.
Philips ranked number one in the annual IMV customer survey of overall service performance in
Patient Monitoring Systems and Ultrasound All Systems, comprising Radiology/ OB-Gyn and Cardiology
instruments.
Philips
Annual Report 2006 57
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Philips also received the American Heart Associations Cor Vitae Award, given each year to a member
of the corporate community who enhances the quality of life in the community through innovation,
philanthropy, vision and leadership. The company was also named best-in-class winner in the 2006
MS-HUG Annual Awards for the Clinical/Patient Information Systems category. This award recognizes
the breakthrough contribution being made by healthcare organizations and individuals to drive efficiencies across the healthcare system.
Sourcing
Medical Systems sources sub-assembly units from a limited number of global suppliers. The drive
towards supplier consolidation continues, with Medical Systems on target to procure 80% of its bill
of materials from fewer than 100 preferred suppliers by mid-2007.
A strong focus on early supplier involvement and value engineering allowed Medical Systems to
weather the volatility of the metal commodity market during 2006. In addition to early supplier
involvement and value engineering, Medical Systems continues its focus on sourcing in low-cost
countries, with bill of materials spending in these countries increasing by 7% in 2006.
In support of Philips strong position in sustainability, Medical Systems actively monitors
existing and potential new suppliers in identified high-risk countries.
Distribution channels
Marketing, sales and service channels are mainly direct. In certain geographical areas Medical
Systems works with third-party specialized system integrators and distributors.
Regulatory requirements
Medical Systems strives for full compliance with regulatory product approval and quality system
requirements in every market it serves by addressing specific terms and conditions of local
ministry of health or federal regulatory authorities, including agencies like the US FDA, EU
Competent Authorities and Japanese MLHW. Environmental and sustainability requirements like the
European Unions Waste from Electrical and Electronic Equipment (WEEE) and the Chinese Restriction
of Hazardous Substances (RoHS) directives are met with comprehensive EcoDesign and manufacturing
programs to reduce the use of hazardous materials.
Continuous clinical innovation and breakthroughs, in combination with collaborative customer
relationships, drive growth and profitability. However, the success of clinical innovation is
often dependent upon appropriate reimbursement. In the US, concern over rapid and sustained growth
in imaging services has attracted increased scrutiny by the Federal government and commercial
payers. This has resulted in the adoption of new strategies designed to curb growth that could
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
5,884 |
|
|
|
6,343 |
|
|
|
6,742 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(2 |
) |
|
|
8 |
|
|
|
6 |
|
% increase, comparable |
|
|
4 |
|
|
|
7 |
|
|
|
7 |
|
EBITA |
|
|
715 |
|
|
|
770 |
|
|
|
936 |
|
as a % of sales |
|
|
12.2 |
|
|
|
12.1 |
|
|
|
13.9 |
|
EBIT |
|
|
35 |
|
|
|
679 |
|
|
|
795 |
|
as a % of sales |
|
|
0.6 |
|
|
|
10.7 |
|
|
|
11.8 |
|
Net operating capital (NOC) |
|
|
2,862 |
|
|
|
3,400 |
|
|
|
4,332 |
|
Cash flows before financing activities |
|
|
677 |
|
|
|
566 |
|
|
|
(371 |
) |
Employees (FTEs) |
|
|
30,790 |
|
|
|
30,978 |
|
|
|
32,843 |
|
For a reconciliation to the most directly comparable US GAAP measures, see the chapter
Reconciliation of non-US GAAP information.
58 Philips Annual Report 2006
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|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Medical
Systems
impact Medical Systems in 2007 and beyond. The Deficit Reduction Act of 2006 came into effect in
January 2007 and included substantial reductions in Medicare payments for imaging services
performed in non-hospital settings. Commercial payers are also implementing several types of
utilization management strategies designed to curb growth. Philips will continue to work closely
with legislators, payers and providers
to ensure a more rational approach to payment for innovative technologies, particularly advanced
imaging services.
Strategy and 2007 objectives
Philips Medical Systems aims for sustainable profitable growth by:
|
|
securing a return on previous investments through continuous improvement in customer relationships,
talent, innovation and operations |
|
|
|
strengthening its solutions portfolio through targeted allocation of resources toward products,
applications and markets with highest value-creation potential |
|
|
|
expanding selectively into care cycles today and in the future, aiming for sustainable
differentiation from the competition. |
Looking ahead to 2007, Medical Systems key business objectives include:
Growth
|
|
Continue to grow faster than the market by acquiring companies, focusing on partnerships and
alliances, intensifying the focus on emerging market growth, increasing value-segment product sales
in established markets, maintaining the high innovation rate, and further increasing
service-contract penetration |
|
|
|
Achieve 14-15% EBITA |
|
|
|
Support care providers throughout the entire cycle of patient care by developing disease-based
product and service solutions |
|
|
|
Increase customer loyalty by further improving product quality, reliability and serviceability |
Talent
|
|
Cultivate leadership talent to meet changing market needs and business demands |
|
|
|
Recognize and reward successful and passionate performers |
|
|
|
Improve the ability to recruit, develop and retain top talent |
Simplicity
|
|
Continue to focus on operational excellence by streamlining the quote-to-cash process and
accelerating low-cost sourcing initiatives |
|
|
|
Improve service satisfaction by designing-in serviceability requirements and increasing the
interoperability of Medical Systems products. |
Philips
Annual Report 2006 59
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Domestic Appliances and Personal Care
Having revolutionized the way Europeans, Americans and Australians make and drink coffee at home,
its now Chinese consumers turn. In July 2006, Philips and Sara Lee launched their Senseo coffee
pad system in Shanghai its first market in China and Asia Pacific.
60 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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|
110 Financial Statements |
Domestic
Appliances and Personal Care
Philips Domestic Appliances and Personal Care (DAP) offers consumers exciting experiences to help
them look, feel and live better. It brings to market technologically advanced products that are
designed around the consumer and easy to use. DAP offers a wide range of products that help people
prepare food and beverages, take care of their homes and garments, and enhance their appearance and
sense of well-being. In short, propositions designed to improve peoples quality of life every
day.
DAP is engaged in the development, manufacturing and marketing of innovative home and personal care
propositions through its four businesses* Shaving & Beauty, Domestic Appliances, Health &
Wellness and Consumer Healthcare Solutions. In its drive to offer consumers appealing value
propositions, DAP also partners with leading companies from other fields in order to deliver
exciting appliance/consumable combinations. The division employs over 10,000 people worldwide and
has sales organizations in more than 60 countries.
Major developments
DAP had a successful year in 2006, with a host of No. 1 or 2 global market positions across its
portfolio. The division was also strengthened with two value-adding acquisitions: childcare
products company Avent and emergency response provider Lifeline Systems.
Moving forward on objectives
In the Annual Report 2005, DAP defined a number of important objectives for 2006. The advances
made on these are discussed below.
Investing in advertising and promotion, R&D and breakthrough innovation
DAP invested effectively in advertising and promotion by concentrating its investment on critical
initiatives and reaped the rewards with, for instance, the successful launch of the Bodygroom
trimmer, which has won several advertising campaign awards. DAP also invested more aggressively in
R&D, specifically in breakthrough R&D. Results of such investments include the innovative 3-in-1
Wardrobe Care Solution, which combines a high-end ironing system with a steamer and a refresher into one solution, underscoring Philips position
as an innovator in garment care.
Focusing on key established and emerging markets
DAP continues to build and focus on key established and emerging markets. Effective January 1,
2007, DAP removed the regional management layer between its global business units and country sales
organizations, simplifying its structure and processes to facilitate maximum growth and realize
untapped potential.
Expanding into adjacent business opportunities
DAPs most visible expansion into adjacent business opportunities was in its Health & Wellness
business, where it expanded its baby monitor business with the Avent acquisition, extending the
category from Baby Care towards Mother & Child Care. DAP has also redefined the categories for
Shaving & Beauty and Domestic Appliances by including market segments previously considered out of
scope, such as Water & Air, Espresso and Skin Care. DAP continues to build capabilities to deal
with the extension of its portfolio into new high-growth categories and markets.
Driving integral customer management
By strengthening (international) key account management teams and maintaining direct top to top
contacts with its customers, DAP has intensified its focus on category management. Increasingly,
DAP partners its customers, jointly managing a full product offering and growing profitable
categories such as small electrical appliances, which include both domestic appliances and personal
care products.
Pursuit of business leadership
DAP seeks to achieve and consolidate leadership in its target markets by pursuing breakthrough
concepts to accelerate growth and improving its operational performance, for example through
working capital management and its simplified organizational model. DAP also strives to leverage
its brands and, where appropriate, partnerships and alliances.
DAP further expanded its global leading position in electric dry and wet male shaving and grooming
products in 2006. Shaving & Beauty managed to realize strong sales growth thanks to the global
introduction of a mid-end shaver range which offered a much improved shaving performance and a
radically designed WilliamsF1 model, as well as in selected markets the Bodygroom all-over body
trimmer
* |
|
The Oral Healthcare business has been incorporated into the Health & Wellness business as of
January 1, 2007. As of the same date, Consumer Healthcare Solutions was transferred to the new
sector Innovation & Emerging Businesses. |
Philips
Annual Report 2006 61
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|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Growing our business is something that gets people very enthusiastic. I notice this in the
reactions we get from people applying for jobs in our department. We are now attracting a more
entrepreneurial crowd than before. And they generally have a very positive view of the
opportunities Philips can offer with respect to personal development and growth.
Pieter Wijffels,
Consumer Marketing Manager Shaving, Philips DAP
Attracting and retaining outstanding talent is key to realizing Philips growth ambitions. In
the Netherlands, for example, the company has regularly topped the rankings of most popular
employers. And the strategic changes that have taken place in recent years, in particular the
adoption of a growth agenda, have further strengthened Philips
pull in the battle for talent.
for men. In its Beauty business, the division sells a range of female depilation, haircare and male
grooming products. Haircare and the innovative Bodygroom were particularly successful, with market
share growth of 3 percentage points in Europe.
The Domestic Appliances business offers a wide range of innovative products for the kitchen and the
home. Kitchen products include mixers, blenders, food processors, toasters and juice makers like
the Whole Fruit Juicer introduced in 2006, addressing the trend towards healthy living. In Europe,
DAP holds a leading position in coffee makers including Senseo, the breakthrough concept for the
traditional coffee segment that was developed in partnership with Sara Lee/DE. In 2006, DAP
launched a Senseo that allows the strength of the coffee to be regulated. DAP also introduced the
Asian Rice Cooker in 2006, a first step in addressing the market for core electric appliances for
Asian kitchens.
Developed by Philips and InBev and introduced in Germany, Belgium and the Netherlands, PerfectDraft
is a high-quality appliance that provides draft beer from around 15 premium brands in the
comfort of the home. PerfectDraft has built and is leading this new category. Domestic Appliances
also manufactures and markets vacuum cleaners and irons. Building on the successful entry into the
growing segment of bagless vacuum cleaners, the portfolio was extended in 2006 with the launch of
two high-end products, more than doubling DAPs market share. 2006 also saw the launch of the
innovative 3-in-1 Wardrobe Care Solution.
DAP is focused on expanding its portfolio in the area of Health & Wellness propositions for
consumer home applications through a combination of organic growth, strategic partnerships and
targeted acquisitions. In September 2006, Philips completed the acquisition of Avent, a leading
provider of baby and infant feeding products with sales in more than 60 countries. Avent is now the
cornerstone of the Mother & Child Care product line within the Health & Wellness business. In Oral
Healthcare, DAP holds a leading position in the US. Sonicare toothbrushes are also marketed to key
countries such as Japan, South Korea, Germany, the United Kingdom and the Netherlands. DAP is also
active in the area of Vitality care, successfully launching its Wake-up Light in October 2006
moving a suncare business, traditionally focused on beauty, into the area of wellness through light
therapy solutions.
62 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Domestic
Appliances and Personal Care
In the second quarter of 2006 the Consumer Healthcare Solutions (CHS) business was set up to
deliver monitoring, treatment and care services for seniors and chronically ill people outside the
hospital, helping patients to live independently and manage their health at home. The business
focuses on sales to older people, their families and care providers through non-retail channels and
consists of two business units: Lifeline and Connected Care. Lifeline comprises the activities of
the former Lifeline Systems, a leading provider of personal emergency response services which
Philips acquired in March 2006. Connected Care comprises remote patient management platforms like
Telemonitoring Solutions and Motiva, focusing on patient monitoring commencing at point of hospital
discharge, as well as the ongoing management of chronic disease from the home. Retail channels
continue to be served by the Health & Wellness business. Currently, Consumer Healthcare Solutions
works with more than 2,500 healthcare providers and monitors more than 500,000 subscribers directly
or on behalf of our partners. With a growing need to reduce the clinical and financial burden of
(health)care due to the aging population, Consumer Healthcare Solutions is a long-term growth
business.
For 2007, Lifeline will focus on initiatives to maintain its leadership position in medical alert
services and to increase market share through targeted acquisitions, improving the growth and profitability of the senior living segment, it will also focus on the development of a global rollout
strategy. The CHS Connected Care business unit will continue to focus upon closure and
implementation of Motiva sales contracts, leveraging synergies with Lifeline on remote patient
monitoring and expansion of Philips Telemonitoring Services through Lifelines Home Health Agency
channel.
Markets
DAP specifically targets those product/market combinations where it believes it can achieve
leading market share positions. In Western Europe the small domestic electrical appliances market
grew by over 5% in value terms in 2006; China and Eastern Europe showed high-single-digit and
double-digit growth respectively. The North American market was more or less flat for DAP. In the
Western European market, price erosion remained limited. On average, DAPs value share continued to
grow by around 0.5% in Western Europe, but was under pressure in Eastern Europe.
The Shaving & Beauty business strengthened its worldwide No. 1 position in male electric shaving.
Almost 5% value share was lost in female depilation due to portfolio issues, competitive pressure
and turbulence in key markets, but DAP still holds a clear No. 2 position in all markets excluding
the US. In male grooming, the Bodygroom supported share gains of around 3% in Western Europe and
the US.
In the Domestic Appliances business, the success of Senseo has led competitors to introduce
high-end multi-function filter coffee makers; in 2006 this put pressure on DAPs Western European
drip filter value share, which decreased by around 1%. DAP will be entering the espresso segment
in 2007. Western European 2006 market shares for other kitchen appliances were stable or slightly
positive. In the fragmented Western Europe floor care market, DAP shares were at similar levels to
2005; a gain of almost 5% was realized in China. In garment care, DAPs leading position in irons
grew by almost 1% in Western Europe. On a geographic axis, share gains in Eastern Europe were
offset by small share losses in China.
In the Health & Wellness business, DAP was able to extend its lead in rechargeable power
toothbrushes in North America by 2%, while in Western Europe it lost an estimated 2% share. In a
declining market for solaria, DAP increased market share through its Innergize offering and managed
to maintain sales.
While DAPs leadership positions remain under pressure from ongoing commoditization and
consolidating competition, both in the developed markets and increasingly in
developing markets, the division has product offerings to outperform the estimated low-single-digit
value growth in the small domestic appliances market. A constant focus on powerfully branded,
easy-to-experience innovations that are designed around the consumer is expected to yield premium
prices and drive growth.
2006 financial performance
Full-year sales grew by 21% on a nominal basis, partly due to the acquisitions of Lifeline Systems
in the first quarter and Avent in the third quarter. Comparable sales growth of 11% was well above
the targeted 7%, mainly driven by Shaving & Beauty (good acceptance of SmartTouch/Speed-XL shavers
worldwide and new Bodygroom products in Europe and North America) and Oral Healthcare
Philips
Annual Report 2006 63
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|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
(increased advertising and promotion). Sales growth at Domestic Appliances was primarily
attributable to Food appliances, Garment Care and Floor Care. Geographically, all regions
contributed to the increased sales with double-digit growth, most notably in Eastern Europe, China
and Latin America. Consumer Healthcare Solutions reported sales of EUR 114 million, primarily
attributable to Lifeline Systems.
In 2006, EBIT improved by EUR 28 million to EUR 386 million, mainly driven by increased sales. This
result included charges relating to the acquisition of Avent (EUR 14 million) as well as a significantly higher level of advertising and promotional expenditure, to help DAP sustain its high growth
level.
EBIT of Consumer Healthcare Solutions included acquisition-related charges for Lifeline Systems
(EUR 12 million) and investments in research and development, resulting in a loss of EUR 18 million
in total.
The profitability of DAP including Consumer Healthcare Solutions declined from 16.3% in 2005 to
14.6%, mainly due to acquisition-related costs (Avent, Lifeline) as well as higher selling expenses
(advertising and promotion) and increased investments in research and development. The EBIT margin
of DAP excluding Consumer Healthcare Solutions (transferred to Innovation & Emerging Businesses as
of January 1, 2007) amounted to 16.0%, at the upper end of the 15-16% profitability target.
The positive cash flows from operating activities of EUR 547 million were more than offset by the
cash outflows of EUR 689 million and EUR 583 million for the acquisitions of Avent and Lifeline
Systems respectively.
DAP plans to introduce a series of innovative products, in particular in shaving and coffee-making,
which will help it achieve its comparable sales growth target of 7% and EBITA of around 15% in
2007.
Leading industry awards
DAP won a number of eminent industry awards in 2006. These included the Cannes Gold Cyber Lion
award for the divisions US Bodygroom web advertising campaign. DAP Klagenfurt was presented with
the Innovation & Creativity Award by the Fraunhofer Institutes Technology Development Group.
Leading lifestyle magazine Mens Health named SmartTouch-XL Best New Electric Razor and Bodygroom
Best New Body Tool as the first trimmer for below-the-belt shaving.
Sourcing
DAPs supply strategy includes worldwide sourcing, use of suppliers located in low-cost countries,
dual sourcing to avoid supply risk and ensure price competition, a Supplier Relationship program,
and early supplier involvement in the product creation process.
Commodity products are leveraged through divisional or Philips Group-level commodity purchasing
teams.
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
2,044 |
|
|
|
2,194 |
|
|
|
2,645 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(4 |
) |
|
|
7 |
|
|
|
21 |
|
% increase (decrease), comparable |
|
|
(1 |
) |
|
|
6 |
|
|
|
11 |
|
EBITA |
|
|
336 |
|
|
|
363 |
|
|
|
412 |
|
as a % of sales |
|
|
16.4 |
|
|
|
16.5 |
|
|
|
15.6 |
|
EBIT |
|
|
332 |
|
|
|
358 |
|
|
|
386 |
|
as a % of sales |
|
|
16.2 |
|
|
|
16.3 |
|
|
|
14.6 |
|
Net operating capital (NOC) |
|
|
393 |
|
|
|
370 |
|
|
|
1,758 |
|
Cash flows before financing activities |
|
|
393 |
|
|
|
418 |
|
|
|
(828 |
) |
Employees (FTEs) |
|
|
8,205 |
|
|
|
8,203 |
|
|
|
10,953 |
|
For a reconciliation to the most directly comparable US GAAP measures, see the chapter
Reconciliation of non-US GAAP information.
64 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Domestic
Appliances and Personal Care
Materials and services that are not used in products or production are purchased through Philips
General Purchasing, leveraging the significant buying power of the Philips Group. Suppliers must
comply with Philips sustainability requirements in respect of environmental and working
conditions.
Distribution channels
Due to the diverse nature of its business, DAP maintains a broad span of distribution channels
e.g. mass merchants such as hypermarkets as well specialist chains, department stores and
mail-order companies.
In 2006, DAP further intensified its contacts with international key accounts, sharing future
business and product strategies and involving them earlier in the product creation process for
direct market input. This is crucial for strengthening the innovation-to-market approach for both
DAP and its trade partners.
Regulatory requirements
DAP has to manage an increasing array of regulatory requirements for its products, in particular
those in the Health & Wellness domain; compliance with its regulatory environment is key for the
division. DAPs processes and products need to conform to the relevant regional or national
regulatory requirements. Such legislation includes the EU WEEE (Waste from Electrical and
Electronic Equipment) Directive and the RoHS (Restriction of Hazardous Substances) Directive.
Strategy and 2007 objectives
DAP has an ambitious annual comparable growth target of 7% while maintaining an EBITA margin of
around 15%. The division sees this sustainable profitable growth being supported by all of its
businesses. With the emphasis on speed, focus and innovation, DAPs strategy for 2007 defines the
following targets:
Growth
|
|
Increase customer focus: category management, international key account management and channel
strategy |
|
|
|
Focus resource allocation on mission-critical initiatives |
|
|
|
Ensure functional leadership to maximize cost efficiencies and speed |
Talent
|
|
Further develop consumer-centric innovation competence |
|
|
|
Focus on talent by securing engagement and internationalizing the talent pipeline |
Simpliclty
|
|
Simplify the organization by creating a direct link between markets and the business |
|
|
|
Redesign and simplify the innovation process towards Open Innovation. |
Philips
Annual Report 2006 65
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Consumer Electronics
The Cineos FlatTV adds a new dimension to the viewing experience with an improvement in perceived
picture quality in terms of contrast, colors and detail. Having greatly enhanced television viewing
with the original Pixel Plus and Ambilight technologies, Philips has made on-screen images even
more lifelike and realistic with new techniques being introduced on its latest FlatTVs.
66 Philips Annual Report 2006
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Consumer
Electronics
Philips Consumer Electronics vision is to help create a world where consumers enjoy great
lifestyle entertainment experiences and services whenever and wherever they want.
In 2006, Consumer Electronics (CE) was made up of five businesses: Connected Displays,
Entertainment Solutions, Peripherals & Accessories, Home Networks and Mobile Phones*.
CE develops and brings to market products such as its flagship HD-ready FlatTV with Ambilight,
wireless audio centers for streaming music wirelessly around the home, Home Theater in a Box (HTiB)
systems, DVD, DVD+RW and hard-disc recording systems; VoIP (Voice over Internet Protocol) cordless
digital phones; HD and IPTV (Internet Protocol TV) set-top boxes; universal remote controls,
digital photo displays, and peripherals and accessories such as headphones, cables and recordable
media, as well as amBX peripherals accessories that add light, sound and wind effects for
immersive gaming experiences. In addition, CE offers consumers integrated propositions that combine
its products with content and services, such as its VoIP phone together with Skype and MSN.
CEs mission is to ensure that it brings meaningful and relevant innovation to consumers lives,
consistent with Philips brand promise of sense and simplicity. The divisions income is derived
principally from two sources: products & services and licenses. The division employs approximately
14,500 people worldwide. It maintains sales and service organizations in more than 50 countries
and, while the majority of production is outsourced, retains manufacturing operations in France,
Belgium, Hungary, Mexico, Argentina and Brazil.
Progress on objectives
The Annual Report 2005 defined a number of strategic objectives for CE for 2006 and beyond, with
the focus on sustainable profitability, competitive advantage and long-term value creation. Key
drivers in this regard include a focused portfolio, value creation in high-value markets, the
implementation of differentiated business models, integral customer management, and development of
the capabilities and competencies of CE personnel. The progress made in these areas is discussed
below.
Philips continues to drive innovation in digital home communication by providing a full range of
handsets and devices that enable crystal-clear voice calls via the internet. In 2006 Philips
introduced the worlds first Skype DECT phone that works without a PC to communicate via the
internet.
The fundamentals of sustainable value creation
The dynamics of the consumer electronics industry are changing rapidly. With the shift from analog
to digital, increased broadband penetration offering a variety of on-demand services, as well as an
expansion of digital eco-systems the seamless sharing of content between devices consumers
now have unprecedented access to a wide selection of services on multiple devices, whether at home
or on the move. Coupled with this, there are a number of highly competitive entrants in the
consumer electronics industry that include new Asian brands as well as established IT players
offering PC-based devices which provide alternative access to traditional consumer electronics
services in the living room.
Responding to these changes, CE has for a number of years been focusing on an asset-light strategy
and on reducing its operating capital and organizational costs in order to drive sustainable
performance and value creation.
* |
|
On February 12, 2007, Philips announced the full divestment of its mobile phones business to China
Electronics Corporation (CEC) in conjunction with a five-year brand licensing agreement. |
Philips
Annual Report 2006 67
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
We appreciate everything Philips has done for Wal-Mart. Your expertise in our international
markets has helped accelerate our growth in the consumer electronics, domestic appliance and
lighting businesses. The coordination of your structured global account team has dramatically
improved our communication and allowed us to implement a joint business strategy.
Mike Bratcher,
Senior Vice President, Wal-Mart International Division
Philips believes that one of the best ways to achieve growth is to help its international retail
partners to grow their business. The company has been cooperating with Wal-Mart since 1992. Since
the establishment of the International Retail Board in 2004, Philips has won several awards,
including the 2004 Wal-Mart Mexico Supplier of the Year Award and in 2005 the Wal-Mart USA and
Sams USA Supplier of the Year Award. In 2006, Philips became a strategic supplier and now
participates in Wal-Marts Supplier Development Program. Philips is also one of Wal-Marts Top 15
suppliers as part of a sustainability alignment initiative. The Wal-Mart approach team won Gold
in the 2006 One Philips Awards, which celebrate inspirational projects that contribute to
sustained, profitable growth through teamwork across businesses and functions.
Principally this has involved the implementation of a number of discrete business models that have
optimized the way CE approaches the market across its portfolio of products and across regions.
This has had a positive impact on CEs cost structures, ways of working, systems, tools,
distribution mix, commercial policies and processes. It also allows CE to better serve the needs of
its customers and other stakeholders by focusing on their core requirements and to realize maximum
margins on its mainstream and premier products.
In addition, CE has optimized its asset-light strategy, maximizing returns from a value chain it
controls but largely no longer owns. In 2006, the outsourcing level was around 70%. Together with a
de-verticalized supply base, this gave CE much greater flexibility in responding to market
demands. Upstream supply and downstream demand have been connected in a more dynamic way, enabling
nine consecutive quarters of profitability even in the face of intense competition.
Regionally, CE has adopted tailored strategies to address the specific circumstances that exist in
different parts of its global operations, including emerging markets. While reinforcing its
traditionally strong position in Europe, CE has realized top-line growth in North America,
particularly in FlatTV, and maintained its good performance in Latin America. The decline in Mobile
Phones adversely impacted CEs market position in Asia.
In terms of its portfolio, CE is continuing to capitalize on its leadership and innovation in
High-Definition FlatTVs and to derive strong returns from its flagship Ambilight range; the one
millionth Ambilight TV was produced in the fourth quarter of 2006. In Home Networks, demand for
High-Definition and IP-enabled set-top boxes is growing as consumer access to High-Definition
content and IP-enabled services increases. VoIP is another value space showing explosive growth.
Over the next three years, the European and US VoIP markets are expected to grow by approximately
125%. CE expects to achieve a 10% share of the internet cordless telephony domain in the coming
three years. Philips is well positioned to take advantage of these developments through its
partnerships with Skype and Microsoft. In Entertainment Solutions we have built up a growing
portfolio of products that provide consumers with access to entertainment and information both at
home and on the move. Philips has established itself as a leader in the emerging wireless home
audio market, with consumers clearly recognizing the high value of this proposition.
68 Philips Annual Report 2006
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100 Report of the Supervisory Board
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110 Financial Statements |
Consumer
Electronics
CE has also continued to strengthen its Peripherals & Accessories business in order to capitalize on market growth in this segment. In 2006, Philips acquired Power Sentry, which markets power-surge protectors, power strips and UPS battery back-ups. In 2005, the global plug-in power-surge protector market was valued at approximately USD 640 million, with the United States representing approximately 80% of the global market. It is estimated
that over the next five years the global market will grow annually by approximately 9%.
Relevant innovation
CEs portfolio approach is driven by sense and simplicity and the principle of relevant innovation: the development of products and services based on detailed insights into consumers needs and desires. Relevant innovation will be a key strategic driver as CE continues to build on its sustainable performance in 2007. To this end, CE will continue to drive business creation by combining the resources of Philips
research and development, its healthcare, lifestyle and
technology incubator programs as well as consumer insights gained from its
Consumer Experience Centers. CE will also innovate through partnerships, as in the area of VoIP, where Philips has
redefined the existing DECT phone category by partnering with Skype and MSN to bring VoIP phones to market,
enabling free telephony for millions of consumers around the world. Relevant innovation will also harness new areas of
innovation such as High-Definition TV, Blu-ray and IPTV in order to
deliver the right mix of content and services to consumers. CE intends to continue to deliver outstanding experiences such as the
immersiveness of Ambilight and amBX, as well as intuitive user interfaces that make it easy to navigate around growing content and service choices.
Recommended brand
The FlatTV category, and in particular Ambilight, is a strong driver of brand equity.
Ambilight has proven to have some of the highest Net Promoter Score ratings a measure of recommended
brand preference in the consumer electronics industry. By leveraging recommended brand as a
further strategic driver and continuing to apply sense and simplicity, CE will maintain its focus on
creating distinctive Philips propositions that drive sustainable value creation.
Transformational leadership
Transformational leadership getting the best out of the talent and competencies across the organization will also be a strategic driver in 2007. A benchmark for this in 2006 was Philips international retail approach, which has leveraged the combined retail competencies of the Philips Group through global, multi-disciplinary key account teams designed around the customer. As a result, CE continues to identify, select and grow its
business with key accounts and to invest in advanced integral world-class key account management capabilities, systems and tools. Philips top 20 international retail accounts represent approximately one-third of Philips retail business, and this proportion is expected to rise to just under one-half by 2009.
Markets
In 2006, CE secured its overall market share and strengthened positions in key categories such as total TV with a number of product introductions and marketing initiatives. In Europe, Latin America and North America, sales increased during 2006, mainly driven by strong FlatTV sales. In Asia Pacific, however, sales growth was affected by the increased competitive dynamics of the region, fuelled by the continuing rise of Asian brands, and lower Mobile
Phones sales.
The consumer electronics industry experiences seasonality, with higher sales in the fourth quarter resulting from the holiday sales.
2006 financial performance
Sales for CE totaled EUR 10,576 million in 2006, nominally 1% and comparably 5%
above the 2005 level. The growth in sales was led by Connected Displays, driven by the ongoing transition from CRT to FlatTV, and by the
Peripherals & Accessories business. The remaining businesses, however, showed a decline in sales due to a contracting market
(Entertainment Solutions), low market demand for Mobile Phones as well as time-to-market issues in Home Networks.
On a geographic axis, sales growth was particularly strong in Europe and North America, while sales declined in Asia Pacific, mainly due to lower sales of Mobile Phones.
As a result of CEs focus on margin management, the division realized an annual EBIT
margin of 3.9% of sales, just slightly below the 4% target set for the division. The EBIT margin in 2005, excluding the EUR 136 million gain
on the sale of the monitor and low-end flat TV manufacturing business to TPV, was 3.6%. In value, the
Philips
Annual Report 2006 69
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
EBIT for 2006 amounted to EUR 416 million, compared to EUR 506 million in 2005, including the gain attributable to the TPV transaction.
Net operating capital was negative EUR 228 million (2005: negative EUR 296 million), reflecting the ongoing success of the divisions asset-light strategy.
The beginning of 2007 is expected to be challenging for CE due to continuing pressure on margins as supply of FlatTVs outstrips market demand. Nevertheless, CE expects to achieve an EBITA margin of approximately 3% for the full year 2007, helped by the introduction of a new range of Ambilight televisions.
Leading industry awards
In 2006, CE products won several prestigious awards. The European Imaging & Sound Association (EISA) named the Philips Cineos 37PF9731D European High-End LCD TV, 2006-2007, while the European Green TV of the Year went to Philips
42PF7621D set CE won seven Innovation Awards at the 2006 Consumer Electronics Show (CES) in the US. The awards covered five
categories: Home Theater, Audio Accessories, Digital Displays, Telephony and Video Accessories. In addition, seven CE products were given a coveted iF Design Award by the International Forum Design Hanover.
Sourcing
CE purchases finished products and components on a global basis. For many years, CE has implemented a dual sourcing strategy to ensure competitive sourcing and continuity of supplies. In parallel, strategic partnerships have been established in a number of areas such as LCD panels, EMS (Electronic Manufacturing Services), etc.
Materials and services not used in products or production are sourced by Philips General Purchasing to ensure maximum leverage from the Philips Groups purchasing power.
Distribution channels
CE products are channeled towards the consumer primarily through local and international retailers. The division offers a broad range of products from high to low price/value quartiles, necessitating a diverse distribution model that includes mass merchants, retail chains,
independents and small specialty stores often represented by buying groups. In order to work in the most effective way with these retail channels, Philips has created an organization designed around its retail customers, with Global Key Account Managers and Country Ambassadors.
Key
data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
9,919 |
|
|
|
10,422 |
|
|
|
10,576 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
8 |
|
|
|
5 |
|
|
|
1 |
|
% increase, comparable |
|
|
11 |
|
|
|
5 |
|
|
|
5 |
|
EBITA |
|
|
370 |
|
|
|
506 |
|
|
|
417 |
|
as a % of sales |
|
|
3.7 |
|
|
|
4.9 |
|
|
|
3.9 |
|
EBIT |
|
|
370 |
|
|
|
506 |
|
|
|
416 |
|
as a % of sales |
|
|
3.7 |
|
|
|
4.9 |
|
|
|
3.9 |
|
Net operating capital (NOC) |
|
|
(161 |
) |
|
|
(296 |
) |
|
|
(228 |
) |
Cash flows before financing activities |
|
|
503 |
|
|
|
650 |
|
|
|
351 |
|
Employees (FTEs) |
|
|
16,993 |
|
|
|
15,537 |
|
|
|
14,486 |
|
For a reconciliation to the most directly comparable US GAAP measures, see the chapter
Reconciliation of non-US GAAP information
70 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Consumer
Electronics
Regulatory requirements
CEs processes and products need to comply with the relevant regional or national regulatory requirements. Such legislation includes the EU WEEE (Waste from Electrical and Electronic Equipment) Directive and the RoHS (Restriction of Hazardous Substances) Directive.
Strategy and 2007 objectives
CE is committed to value creation. Creating value depends not only on leveraging the strength of CEs asset-light and agile operating model, but also on driving differentiation in the marketplace. For 2007 and beyond CE will pursue value creation through Growth, Talent and
Simplicity:
Growth
|
|
Deliver sustainable performance: deliver negative net operating
capital and an EBITA of around 3% while living up to commitments on
sustainability and quality |
|
|
|
Harness recommended brand: CE will increasingly focus on driving
Net Promoter Scores across all key categories, processes, functions
and units |
|
|
|
Drive relevant innovation: develop innovative propositions that
speak to the hearts and minds of targeted consumers |
Talent
|
|
Inspire transformational leadership: seek out opportunities to become the leadership benchmark
in the industry |
Simplicity
|
|
Exploit opportunities to add significantly to Philips brand value through products, services
and the way CE interacts and communicates with its consumer and customer base. |
Philips
Annual Report 2006 71
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6 Financial highlights
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8 Message from the President
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14 Our leadership
|
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20 The Philips Group |
Lighting
Illumination of the Inner Ring Road bridge in Bangkok, which was inaugurated by the Royal Princess of Thailand to celebrate the 60th anniversary of her fathers accession to the throne. The light-emitting
diodes (LEDs) change color according to the time of day.
72 Philips
Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Lighting
Philips Lighting is the global market leader, with recognized expertise in the development, manufacturing and application of innovative lighting solutions. The sector pioneered many of the key breakthroughs in lighting technology, creating a solid basis for both its present activities and future aspirations. Through its expertise and in-depth understanding of the customer and the end-user, the division is an innovator in lighting and a shaper of the
lighting industry landscape. As stated in its mission, Philips Lighting understands people and improves their lives with lighting.
Lighting consists of the following businesses: Lamps, Luminaires, Lighting Electronics, Automotive Lighting, Special Lighting Applications, Solid-State Lighting Modules and Lumileds. The full range of products includes incandescent and halogen lamps, compact and normal fluorescent lamps, high-intensity gas-discharge and special lamps, luminaires, electromagnetic and electronic ballasts and solid-state components, modules and systems. Lightings
products are found
everywhere, throughout the home and in professional applications at work, on the move, in shops, in the city, hospitals, stadiums, etc.
The division has manufacturing facilities in 25 countries, and sales organizations in more than 60. Commercial activities in other countries are handled via dealers working with the divisions International Sales organization. Lighting has more than 47,000 employees worldwide.
Major developments
In 2006, Lighting continued to strengthen its performance and increased its market share. In June, it entered the emergency lighting market by acquiring The Bodine Company a US-based lighting manufacturer. In November, it announced the planned acquisition of Partners in Lighting International (PLI), the leading European manufacturer of home luminaires. This acquisition, which was completed on
February 6, 2007, is a strategic move designed
to strengthen Lightings presence in the home lighting market, where solid-state
lighting will bring major benefits in terms of creating atmospheres and reducing energy consumption.
Lighting has initiated a project to further simplify and streamline the organization in order to shape itself for future growth. Part of this project is the re-design of the marketing organization and way of working, leading to a single marketing strategy aligned across, and leveraging the key competencies of, all the businesses. The focus is on cross-business market segments, with a strategic segment marketing team established to define new growth
opportunities and develop new concepts for the division.
The Philips Actilume lighting control system has the potential to save up to 75% of the energy consumed by older fluorescent lighting installations. This state-of-the-art system is easy to install and does not require bulky operating manuals a simple touch of a button suffices.
Progress on objectives
In the Annual Report 2005, Lighting identified a number of key objectives for 2006. The progress made in addressing these is discussed below.
Build on strong position in the value chain
In 2006, Lighting built on its strong position in the value chain towards professional end-users in Europe through, among others: the CosmoPolis street lighting system; the Transitions: Light on the move roadshow, which illustrated how Philips can help architects and interior designers enhance architecture with lighting; AmbiScene, a flexible shop lighting concept designed to help retailers
Philips
Annual Report 2006 73
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
In our pursuit of sustained profitable growth, we believe that we can fulfil our ambitions while at the same time serving the greater good: with energy demand and costs rising, and lighting consuming about 20% of global electricity, we have made energy-efficient technologies a priority.
Harry
Verhaal;
Senior Marketing Manager, Lamps Europe
Philips energy-efficient lighting solutions are helping reduce
energy consumption and CO2 emissions. In 2006, many cities around the world opted for CosmoPolis street lighting to save energy and
improve light quality. In the US, Philips is helping consumers inspired by the documentary An Inconvenient Truth to replace
traditional bulbs with more efficient compact fluorescent lamps. Around the world, the company is involved in initiatives to educate young people about energy saving.
create inspiring and meaningful shopping experiences; supplying the lighting for eight of the twelve stadiums used for the 2006 FIFA World Cup in Germany; and fostering acceptance of solid-state lighting through major projects such as the illumination of the Bosphorus Bridge and Buckingham Palace.
Expand further in the
fast-growing emerging economies
Lighting operates on a global scale and has been rapidly expanding into the fast-growing emerging economies such as Brazil, Russia, India, China and the ASEAN countries, with 31% of 2006 sales coming from emerging countries. Lighting is expanding its reach into the second-tier cities and rural areas of countries like India and
China through new dedicated distribution activities and collaboration with local suppliers. In China, the division is also
increasing its investment in research and development, tapping into the countrys substantial innovation resources to create products for both the Chinese market and other regions.
Growth with leading key accounts
In 2006, Lighting strengthened its relationship with global accounts in its OEM, wholesale and retail business. For its UHP (Ultra-High Power)
lamp for digital projection, Lighting developed multifunctional, multicultural account teams that can offer customers end-user insights combined with the professionalism of a top component supplier. Teaming up with other Philips divisions resulted in a stronger proposition for retail customers.
Display lighting
Over the past decade, Philips has pioneered the digital projection market with its UHP lighting system, first for professional applications and then for backlighting projection TVs. The market for rear-projection TV is under pressure due to the growth in the large-screen LCD and Plasma TV market. The UHP system will be further developed in personal projection products. The introduction of Aptura LCD backlighting technology is seen in the industry as
a major improvement in picture performance. Taking into account other market developments, the market acceptance of this LCD backlighting technology willdefine the direction to be taken in the course of 2007.
Strengthening solid-state lighting
Solid-state lighting is a relatively new technology, which is widely recognized as the future of lighting. Through its Lumileds Lighting business, Philips has a leading position in the fast-growing market for LEDs (light-emitting
74 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Lighting
diodes), especially high-power LEDs. A new production facility in Singapore will increase production capacity to meet the growing demand, particularly for applications such as flashes for mobile phones and car headlighting. The acquisition of Partners in Lighting International will further expand the home lighting portfolio to include solutions based on solid-state lighting. Lighting plans to further strengthen its position in the solid-state lighting market across the full value chain of LED components, modules and systems, while also developing and investing in new OLED and solid-state laser activities.
Promoting energy efficiency
If all
existing lighting systems were replaced by energy-efficient lighting
solutions, it could save EUR 53 billion on worldwide electricity costs per year, which would cut CO2 emissions by 296 million tonnes per year. This
is equivalent to 779 million barrels of oil per year. As part of its strategy to build on its strength in
energy-saving solutions, Lighting is promoting
energy-efficient lighting systems to all stakeholders in the value chain to make them aware of the potential savings. Philips CosmoPolis street-lighting system, for example, is more than twice as efficient to run as older mercury-vapor lamps, while containing industry-leading low levels of mercury and providing a significantly better quality of light.
Investing in safer driving
At its competence center in Aachen, Germany, Lighting invested
approximately EUR 30 million in 2006 to increase production capacity for Xenon automotive headlights. This will
strengthen the divisions leadership position in this market. Xenon headlighting lamps produce three times as
much light but consume 50% less energy than traditional halogen headlights. They increase safety for drivers by offering greater visibility and illuminating
whatever is ahead on the road obstacles, signs, others vehicles, pedestrians or cyclists much sooner. Xenon lighting also offers mercury-free and lead-free products to a car industry which is becoming increasingly aware of the need for such environmentally friendly solutions.
Markets
Sales at Lighting continued to be relatively well balanced across the different geographic regions. In particular, the emerging markets, including Russia, China, India and the ASEAN countries, performed well and posted strong growth. On the product axis, Lamps remained the largest business, accounting for approximately 46% of sales, while the fast-growing Lumileds business accounted for 6%. The remaining businesses each generated between 10 and 20%
of sales.
As an Official Partner of the 2006 FIFA World Cup, Philips was involved in the tournament at many levels. The companys innovative capability meant fans around the world were able to experience watching football in a new dimension: High Definition. With resolution roughly five times higher than the current television standard, it truly is a viewing experience beyond compare. Installed at eight of the twelve venues where games were played,
Philips ArenaVision sports lighting system provided the necessary quality of light for such high-level TV coverage and helped to create a more exciting atmosphere inside the stadium.
2006 financial performance
Full-year sales at Lighting grew by 8% on a comparable basis and 14% in nominal terms. All businesses contributed to the sales growth, led by Luminaires (strong growth in the office building segment, especially in Europe, as well as in solid-state lighting) and Automotive Lighting.
Philips
Annual Report 2006 75
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Lamps achieved a further increase in comparable sales growth. Lumileds with sales amounting to EUR 328 million exceeded its expected 25% growth for the full year. All regions recorded higher comparable sales, led by Eastern Europe and Asia Pacific.
Full-year EBIT amounted to EUR 635 million, an increase of EUR 79 million compared to 2005. The EBIT improvement was primarily attributable to the profitable growth in Lamps and Luminaires. Lumileds reported a positive EBIT in 2006, despite EUR 43 million acquisition-related charges. Restructuring and impairment charges amounted to EUR 48 million in 2006, compared to EUR 41 million in 2005.
Cash flows before financing activities, allowing for the EUR 788 million cash outflow for the Lumileds acquisition in 2005, declined from EUR 608 million in 2005 to a cash flow of EUR 509 million in 2006. The increase in net capital expenditures mainly related to investments in Lumileds and the acquisition of Bodine were partly offset by improved cash flows from operating activities.
Net inventories declined from 14.9% of sales in 2005 to 13.4% in 2006, largely driven by improved supply chain management at Lamps and Luminaires.
Lighting will consolidate Partners in Lighting International in the first quarter of 2007. The launch of innovative products and a focus on emerging markets in 2007 will help the division achieve an EBITA margin of around 12%.
Leading industry awards
Lighting
won several major industry awards in 2006. These included a Gold IF design award for the Philips Pedestrian LED Luminaire. Automotive Lighting in North America won the Frost & Sullivan product-line strategy award, while Philips Lighting was designated Supplier of the Year by AD (Affiliated Distributors), the largest electrical marketing organization in the US.
Sourcing
Lighting utilizes a global supply base to support its varied manufacturing operations. An increasing focus on supply from low-cost countries has maintained a high level of competitive pressure across the entire supply base. In China, Lighting has a dedicated China Sourcing Group to source products for both local and export markets from its eight factories and local suppliers.
To reduce sourcing risk, Lighting has established partnership agreements with those key suppliers on which it depends for the supply of critical lamp components. Commodity products, on the other hand, are sourced through divisional or Philips Group-wide commodity teams to maximize leverage. For non-product-related expenditures, Lighting again takes advantage of Group-wide general purchasing contracts. As well as price and quality, sustainability is
a key consideration in the sourcing decision process. Assessments and audits in high-risk areas are performed on a continuous basis to ensure compliance with Philips requirements.
Key
data
in
millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
4,526 |
|
|
|
4,775 |
|
|
|
5,466 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
0 |
|
|
|
6 |
|
|
|
14 |
|
% increase, comparable |
|
|
5 |
|
|
|
4 |
|
|
|
8 |
|
EBITA |
|
|
594 |
|
|
|
564 |
|
|
|
666 |
|
as a % of sales |
|
|
13.1 |
|
|
|
11.8 |
|
|
|
12.2 |
|
EBIT |
|
|
593 |
|
|
|
556 |
|
|
|
635 |
|
as a % of sales |
|
|
13.1 |
|
|
|
11.6 |
|
|
|
11.6 |
|
Net operating capital (NOC) |
|
|
1,493 |
|
|
|
2,491 |
|
|
|
2,527 |
|
Cash flows before financing activities |
|
|
625 |
|
|
|
(180 |
) |
|
|
509 |
|
Employees (FTEs) |
|
|
44,004 |
|
|
|
45,649 |
|
|
|
47,739 |
|
For a reconciliation to the most directly comparable US GAAP measures, see the chapter Reconciliation of non-US GAAP information
76 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Lighting
Distribution channels
Lightings customers are mainly in the
professional market. The Lamps business
operates its sales and marketing activities
through the professional, OEM and consumer
channels. Luminaires is organized into a Trade
business (commodity products) and Projects
business (project luminaires); for the latter,
the main focus is on lighting designers,
architects and urban planners. Automotive
Lighting is organized into two businesses: OEM
and After-market. Special Lighting,
Applications and Lumileds are OEM businesses,
while Lighting Electronics sales and marketing
are conducted through both the OEM and
wholesale channels.
Regulatory requirements
Lightings processes and products need to
be consistent with the relevant regional and
national regulatory requirements. Such
legislation includes the EU WEEE (Waste from
Electrical and Electronic Equipment)
Directive and the RoHS (Restriction of
Hazardous Substances) Directives. In China, a
similar regulatory requirement
Administration of the Control of Pollution of
Electronic Information Products will become
effective early 2007.
Strategy and 2007 objectives
For 2007 and beyond, Lighting has put in
place a number of specific value-creating
initiatives which it will drive through a
framework of Growth, Talent and Simplicity:
Growth
Lighting intends to realize long-term
comparable annual sales growth of 6% with an
EBITA margin of around 12%. Building on
strength in its existing portfolio and
continuing innovations, it will seek to:
|
|
Expand further in the fast-growing
economies of emerging countries like
China, India, Brazil, Russia and the
ASEAN countries, increasing
distribution coverage and making
increased use of local suppliers |
|
|
|
Build on its strong position in the value
chain towards professional end-users and
consumers, especially with the largely
untapped potential of energy-saving
lighting systems |
|
|
|
Grow quickly in solid-state lighting
components, modules and systems, thus
strengthening its leading position in
solid-state lighting. |
Talent
Lighting will strengthen its leadership bench
via proactive talent recruitment and will
continue to build on its strong culture of
excellence, while creating a learning
organization focused on continuous
improvement.
Simplicity
Lighting will streamline its ways of
working by implementing segment
marketing, strengthening its customer
focus and driving for supply excellence.
Philips
Annual Report 2006 77
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Other Activities
Introduction
This sector comprises Corporate
Technologies, Corporate Investments and Other
(Design, Supply Management, Global Service
Units). It also comprises various remaining
activities from businesses that have been sold,
discontinued, phased out or deconsolidated in
earlier years.
In 2007, this reporting sector will be
repositioned as the Innovation & Emerging
Businesses sector, which will help drive
Philips future growth. By leveraging Philips
brand, technology base and distribution
network, the company aims, through this
sector, to invest in projects that are not
currently part of Philips operating
divisions, but which will Philips believes
lead to additional organic growth or create
value through future spin-offs. Innovation &
Emerging Businesses includes Corporate
Research, Philips Business Incubators and
Intellectual Property & Standards, as well as
Consumer Healthcare Solutions.
Key
data
in
millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
2,482 |
|
|
|
2,041 |
|
|
|
1,547 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
12 |
|
|
|
(18 |
) |
|
|
(24 |
) |
% increase (decrease), comparable |
|
|
18 |
|
|
|
(5 |
) |
|
|
(7 |
) |
EBITA |
|
|
388 |
|
|
|
(155 |
) |
|
|
(448 |
) |
as a % of sales |
|
|
15.6 |
|
|
|
(7.6 |
) |
|
|
(29.0 |
) |
EBIT Corporate Technologies |
|
|
(323 |
) |
|
|
(219 |
) |
|
|
(205 |
) |
EBIT Corporate Investments |
|
|
102 |
|
|
|
(58 |
) |
|
|
14 |
|
EBIT Other |
|
|
587 |
|
|
|
121 |
|
|
|
(257 |
) |
EBIT |
|
|
366 |
|
|
|
(156 |
) |
|
|
(448 |
) |
as a % of sales |
|
|
14.7 |
|
|
|
(7.6 |
) |
|
|
(29.0 |
) |
Net operating capital (NOC) |
|
|
117 |
|
|
|
272 |
|
|
|
21 |
|
Cash flows before financing activities |
|
|
741 |
|
|
|
2,584 |
|
|
|
(115 |
) |
Employees (FTEs) |
|
|
23,869 |
|
|
|
19,050 |
|
|
|
13,347 |
|
For a reconciliation to the most directly
comparable US GAAP measures, see the chapter
Reconciliation of non-US GAAP information.
Corporate Technologies
Strong performance in research and
development (R&D) is critical for Philips to
maintain or increase its competitiveness.
Through substantial investments in R&D,
Philips has created a vast
knowledge base. In direct response to the
needs of the market, Philips has in recent
years adopted a more end-user-oriented
approach to R&D, with expenditures directed
at projects with more apparent short-term
commercial prospects. Philips R&D activities
are spread over Corporate Technologies and
the operating divisions. Philips CTO Office
manages Corporate Technologies and all
enabling technologies across the company.
Corporate Technologies, employing 4,500
people, invests in worldclass competencies
and technologies that are relevant to the
entire Philips Group. In the operating
divisions, some 10,000 employees in over 25
countries are predominantly engaged in the
development of products and solutions. In
2006, Philips sold a majority stake in its
Semiconductors division. 550 employees of
Corporate Technologies went with the
division, which was subsequently renamed NXP
Semiconductors.
Fueling innovation
Corporate Technologies feeds the innovation
pipeline, enabling its business partners
Philips divisions and external businesses to
improve their time-to-market and innovation
effectiveness, and thus achieve profitable
growth.
Corporate Technologies supports Philips
operating divisions in turning innovations into
advanced products which are protected by
patents. It stimulates the exploitation of
technology synergies across the operating
divisions through its shared labs and
competencies. The High Tech Campus in
Eindhoven, Netherlands, and the Philips
Innovation Campus in Bangalore, India and
Shanghai, China, are prime examples of this
approach.
78 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Other
Activities
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Innovations are increasingly developed in
close interaction with users and partners, in
order to ensure that as well as being advanced,
they are designed around users needs and are
easy to experience. Working with partners in
Open Innovation enables Philips to offer a wide
range of technologies that deliver on the brand
promise of sense and simplicity.
Corporate Technologies invests in world-class
competencies and technologies that are
essential for the divisions, but also
leverages these to external customers, in
order to realize maximum return on investment.
Technologies and applications are made
available in the form of patent and technology
licenses, software and hardware components,
prototypes, competencies and services (design,
system integration and testing). Where
appropriate, emerging technologies are
incubated until they are ready for transfer to
a division or spin-out, in part or in whole,
to a third-party investor.
With approximately 4,500 highly skilled
employees at some 20 locations worldwide,
Corporate Technologies comprises
organizations dedicated to technology,
competence and innovation management,
research, intellectual property and
standards, software development, applied
technologies and new business development.
Technology, competence and
innovation management
The Office of the Chief Technology Officer
(CTO) supports technology management,
competence management and innovation
effectiveness across Philips. It provides
assistance for cross-divisional programs such
as personal healthcare, molecular healthcare,
solid-state lighting applications and digital
rights and security management as well as
strengthening R&D competencies by offering a
company-wide R&D core curriculum. The CTO
Office also promotes innovation
effectiveness by facilitating a joint,
market-driven approach by the functions
involved, principally R&D, marketing and
supply management.
Philips Research
Philips Research supports Philips operating
divisions with innovations, inventions and
long-range vision, and employs approximately
1,800 technology experts around the globe.
Founded in 1914, Philips Research is one of
the worlds major private research
organizations, with main laboratories in the
Netherlands, the United
Kingdom, Germany, the United States, India and
China.
In April 2006, Philips Research and New
Venture Partners LLC announced the successful
funding of their first spin-out. Liquavista
has been created to exploit the commercial
possibilities of electrowetting displays, a
technology invented by Philips Research that
offers bright, vivid colors, video speed,
exceptional viewability even in bright
sunlight, and substantial power savings
compared with existing display technologies.
Philips Intellectual Property & Standards (IP&S)
Philips IP&S is responsible for managing
Philips intellectual property on a group-wide
basis, employing around 500 people. IP&S
protects and exploits the value of Philips
portfolio of intellectual property rights
consisting of more than 80,000 patent rights,
26,000 trademarks, 15,000 design rights and
1,600 domain names, e.g. through licensing. It
also participates in new standards in areas
such as healthcare, lighting and content
management. Non-sector-related license income
is reported under Consumer Electronics
(optical licenses) and Corporate Technologies
(technology licenses, trademarks, etc.).
Philips believes its business as a whole is
not materially dependent on any particular
patent or license, or any particular group of
patents and licenses.
Philips Applied Technologies
Philips Applied Technologies supports its
customers in the areas of healthcare,
lifestyle and technology with turnkey
solutions based on innovative technology and
with consultancy services. Approximately 900
highly skilled professionals work at six
locations across Europe, Asia and the US.
Philips
Annual Report 2006 79
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
As novel disruptive technologies and
immersive media enable an almost unlimited
spectrum of new product concepts and services, the
problem of finding out which of these innovations
really serve the needs of their users the
essence of sense and simplicity imposes a true
challenge.
Prof. Dr Emile Aarts,
Vice President and Scientific Program Director, Philips Research
Simplicity is the key to translating advanced
technology into human benefits. Some five years
ago, Philips Research opened HomeLab, an
experience and application research center
supporting multidisciplinary teams of researchers
and designers studying human-technology
interaction and testing new ambient intelligence
concepts. In October 2006, this approach was
extended to the domains of well-being and retail
with the addition of CareLab and ShopLab,
respectively. Together, these three labs
constitute the ExperienceLab, where researchers
can work on the creation of compelling,
simplicity-led experiences.
New business development
To achieve its growth ambitions, Philips
needs to create new businesses that combine
new technologies with new business models to
open up new market spaces. To speed up this
process, Philips has established three
Incubators dedicated to healthcare,
lifestyle and technology respectively to
help identify new business opportunities and
to help business teams transform ideas into
new business.
Delivering on commitments
In the Annual Report 2005, Corporate
Technologies defined a number of key focal
areas for 2006 and beyond. The progress made
in these is outlined below.
Developing advanced technologies to create
meaningful innovations
Corporate
Technologies contributed to a host of
meaningful innovations in 2006. In
healthcare, for example, these included
time-of-flight PET, which is based on
advanced solid-state technology and can
enable earlier detection of disease
(especially cancer). Magnetic biosensors are
also beginning to deliver on the promise of
fast, sensitive and robust diagnostic
testing, enabling tests in uncontrolled
environments, e.g. in ambulances or
emergency situations. And in lighting, a
proprietary discriminating technology for
higher luminance and color control is being
developed.
Generating patents
Approximately 1,900 patent applications
were filed in 2006 to protect Philips
innovations.
Incubating new businesses
In 2006, the Incubator program, which started
in 2002 with the set-up of the Technology
Incubator, was expanded with the Healthcare and
Lifestyle Incubators. The Philips Incubators
are separate business units within Corporate
Technologies. To ensure more effective
management of the venture creation pipeline,
Bell-Mason staging was also introduced in 2006,
with preceding phases added in Philips
Research. The Bell-Mason Framework is an
early-stage venture development methodology.
80 Philips
Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Other
Activities
|
|
|
|
|
|
|
Stimulating end-user focus
Philips has introduced the value
proposition house to capture end-user
insights and create meaningful
innovations. Marketing, supply management
and R&D have worked closely together to
create a process for value propositions
and their translation into successful
innovations.
2006 financial performance
EBIT of Corporate Technologies in 2006 amounted
to a loss of EUR 205 million, compared to a
loss of EUR 219 million in 2005. In 2006,
additional investments in the newly initiated
Healthcare and Lifestyle Incubators, as well as
in Molecular Healthcare activities, were partly
offset by the gain on the divestment of
CryptoTec in the first quarter (EUR 31
million). The 2005 result included a loss
related to the sale of PolyLED, which was
divested in the fourth quarter of 2005.
Group-wide expenditures for research and
development activities amounted to EUR 1,668
million (6.2% of Group sales) in 2006, compared
to EUR 1,602 million (6.2% of Group sales) in
2005.
Strategy and 2007 objectives
Corporate Technologies strategy for 2007 and
beyond will focus on:
|
|
Developing advanced technologies and
applications to create meaningful
innovations |
|
|
|
Generating patents to protect these
innovations, particularly in key
areas of growth |
|
|
|
Incubating new businesses in the areas of
healthcare, lifestyle and technology as a
driver of sustainable growth |
|
|
|
Improving innovation effectiveness by
stimulating end-user focus and
cross-functional collaboration with
marketing and supply management. |
Corporate Investments
Activities of Corporate Investments
As of the end of 2006, Corporate Investments consists
of the following activities employing some 3,800 people:
Assembléon
Assembléon is a wholly owned subsidiary that develops,
assembles, markets and distributes a diverse range of
surface-mount technology placement equipment. Its
customers use Assembléon machines to place surface-mount devices and other electronic components on
printed circuit boards. Assembléon employs around
750 people, mainly in the Netherlands.
High Tech Plastics Optics
The remaining business of High Tech Plastics Optics
develops, manufactures and markets high-end plastic,
opto-and opto-mechanic products. High Tech Plastics
Optics employs some 1,200 people.
Philips Power Solutions Supplies
Philips Power Solutions develops and markets integrated
modules for electronic power conversion for consumer
electronics, telecommunications, information technology
and professional markets.
Ommic
Ommic develops and markets Low Noise Amplifiers (LNAs), smart antenna core chips and epitaxy/foundry services for telecommunications, security, satellite and semiconductor markets.
Philips Optical Storage
The remaining activities of Optical Storage consist of:
|
|
Optical Media & Technology (OM&T), which
is engaged in the development and verification/certification of
formats/standards in optical media and
the development and marketing of test
discs |
|
|
|
Automotive Playback Modules (APM),
which develops and markets playback
modules for the automotive industry,
employing some 1,600 people. |
Philips
Annual Report 2006 81
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6 Financial highlights
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8 Message from the President
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14 Our leadership
|
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20 The Philips Group |
Full or partial divestments
In 2006, Corporate Investments managed to
reduce the portfolio of businesses by full or
partial divestment of the following
activities:
Philips Business Communications
The majority share in Philips Business
Communications (60%), a provider of enterprise
communication solutions, was sold to NEC Unified Solutions. A joint venture, named NEC
Philips Unified Solutions, was formed.
Anteryon
In the first quarter of 2006, Anteryon
International B.V. acquired all Philips
shares in Anteryon B.V. As part of the
transaction, Philips received a 10% stake in
Anteryon International B.V.
Philips Optical Storage
Philips sold its optical pick-up unit
business to Arima Devices in June 2006. As
part of the transaction, Philips received a
12% stake in Arima Devices. Philips BenQ
Digital Storage (PBDS), established in
February 2003, has been reorganized. As a
result, PBDS has been deconsolidated.
High-Tech Plastics Tooling
In July 2006, the High Tech Plastics
Tooling business was sold in its entirety
to Varova B.V.
Philips Power Solutions Inductives
In September 2006, Philips sold part of
its Power Solutions business
(Inductives) to Bobinados de
Transformadores S.L.
Philips Advanced Metrology Systems
In October 2006, a majority of Advanced
Metrology Systems was sold to JHW Greentree
Capital. Philips retained a 19.9% stake in
the new company called Advanced Metrology
Systems LLC.
Philips Enabling Technologies Group
In November 2006, Philips Enabling
Technologies Group was sold in its entirety to
VDL Groep.
Philips Sound Solutions
In December 2006, Philips Sound Solutions
activities were sold in their entirety to D&M
Holdings Inc. of Japan.
2006 financial performance
Sales of Corporate Investments declined by 30%
in nominal terms, mainly due to the sale of
(parts of) Optical Storage, Philips Business
Communications and Philips Enabling
Technologies Group. Assembléon showed a sales
decline of 3% in nominal and comparable terms.
EBIT of Corporate Investments showed a profit
of EUR 14 million in 2006, compared to a loss
of EUR 58 million in 2005. The improvement was
primarily due to gains on divestments totaling
EUR 44 million in 2006, largely related to the
divestment of Philips Sound Solutions (EUR 43
million). Furthermore, the improved
performance of the main businesses, especially
Assembléon and Philips Enabling Technologies
Group, contributed to the result.
In 2006, Corporate Investments successfully
divested the majority of its business
portfolio, notably the Optical pickup and Data
units, Philips Business Communications,
Philips Enabling Technologies Group and
Philips Sound Solutions. The divestments
within Corporate Investments resulted in a
positive cash flow of EUR 127 million and a
total transaction gain of EUR 44 million.
Other
The remaining businesses of Other
Activities comprise the Global Service Units,
Philips Design, Supply Management and other
businesses that do not fit into other
sectors.
Global Service Units
The realization of Philips Global Service
Units strategy is enabling the company to
achieve significant organizational synergies.
Standard business solutions have been
implemented that help Philips to respond
better and faster to changes in the corporate
and business environment and to deliver on its
commitment to sense and simplicity.
The global support functions comprise Finance,
Human Resources, Information Technology,
non-product-related Supply Management, Real
Estate and Facilities Management. By realizing
the concept of company-wide standard services,
Philips has become leaner and more focused on
its business objectives and growth ambitions.
The Global Service Units employ around 4,500
people.
82 Philips
Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
|
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110 Financial Statements |
Other
Activities
|
|
|
|
|
|
|
Philips Design
Philips Design is one of the largest and
longest-established design organizations of its
kind in the world. It is headquartered in
Eindhoven, Netherlands, with branch studios in
Europe, the US and Asia Pacific.
Its creative force of some 450 professionals
contains more than 30 different nationalities,
embracing disciplines as diverse as psychology,
cultural sociology, anthropology and trend
research in addition to the core and emerging
design-related skills. The mission of these
professionals is to create value for people
through superior design solutions.
To realize this, Philips Design has developed a
proprietary methodology known as High Design.
High Design is human-focused and
research-based, and takes a deep understanding
of peoples needs as the starting point for the
design process. It also provides the framework
for translating these insights into imaginative
yet feasible solutions.
In this way Philips Design is an important
driver in making the brand promise of sense
and simplicity tangible. Philips believes
it is only by appreciating the values and
motivations of end-users that it can create
sustainable propositions that make sense,
are simple to experience, and enrich the
quality of peoples lives.
Philips Design offers a full range of design
services to many different types of clients
both within and outside the Philips
organization. Integrated in the business
creation process, design services range from
strategy, design direction and innovation, to
identity, communication and marketing
support.
Philips Design has been widely recognized for
its visionary explorations and its ability to
humanize technology. Each year, Philips Design
receives a variety of international awards,
such as iF, IDEA, IDSA and Red Dot design
awards. Philips is the third most successful
company ever to take part in the prestigious iF
design competition.
Supply Management
The companys mission for supply management
is to create value by extracting the power of
One Philips and transforming the
transactional purchasing function into
strategic supply management.
Each year, Philips Design receives a
variety of international awards recognizing its
visionary explorations and ability to humanize
technology. In 2006 alone, Philips Design won
46 awards from leading design organizations,
including iF, IDEA, IDSA and Red Dot design
awards.
2006 marks the third year of an ambitious and
comprehensive change program. Supply
management plays a strategic role in value
creation, and 70% of Philips spend is now
centralized or center-led. From 2003-2005, the
total number of suppliers was reduced from
more than 50,000 to less than 25,000. The
company is now focusing on concentration of
spend: 80% of the Bill of Material (BOM) spend
is concentrated on fewer than 250 suppliers,
and 80% of the Non-Product-Related (NPR) spend
on 1,450 suppliers.
The transformation process, including
leveraging of opportunities in emerging markets
accounting for more than 45% of Philips spend,
has consistently resulted in significant
savings over the past three years. Industry
experts have recognized this strong
performance: a study carried out by a leading
consultancy ranked Philips among the top
quartile of the 200-plus companies surveyed.
Philips
Annual Report 2006 83
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Extracting the power of One Philips
Leveraging the companys spend and resources
in key areas and negotiating as One Philips
improves time-to-market, reduces total cost
of ownership and increases quality. Strategic
priorities are:
|
|
NPR spend: Philips has shifted from
decentralized cost centers to global
centralized services. Approximately 70%
of Philips addressable spend is
channeled through three transactional
shared service centers located in
low-cost countries. |
|
|
|
Cross-divisional BOM opportunities:
ownership of some EUR 3 billion
cross-divisional spend is concentrated
centrally. Centralized One Philips
leveraging of this spend with fewer,
more strategic suppliers has resulted
in significant value creation.
Cross-divisional teams led by
divisional CPOs are active in eleven
commodity areas, including metals and
electronic components. |
|
|
|
Outsourcing strategy and guidance: this
initiative supports industrial strategy
decision-making, addressing the shift in
resources required to manage the change to
an outsourcing relationship. Philips
total EMS, ODM and OEM outsourcing spend
has grown from EUR 2 billion in past years
to over EUR 6 billion in 2006. To ensure
the development of more strategic
relationships, the number of preferred EMS
(Electronic Manufacturing Services)
suppliers has been reduced from 61 in 2004
to 8 in 2006. |
|
|
|
Product creation process (PCP): more than
50% of total product costs are defined in
the early development stages. Therefore,
early supplier/supply management
involvement (ESI) in PCP is essential in
realizing time- and cost-saving
initiatives. Philips launched an Early
Supplier/Supply Management Involvement
program in 2006. |
Transforming towards strategic supply
management Developing into a value creation
role requires strategic relationships with
suppliers.
Philips can realize more value by working
closely with a strong network of strategic
suppliers. The Partners for Growth strategic
supplier relationship management program
brings Philips together with its top 30
suppliers to identify and exploit concrete
business opportunities. Philips business with
Partners for Growth suppliers has increased
by 26% since 2004.
The transformation toward strategic supply
management is supported by a dedicated HRM
program and cutting-edge processes, tools and
systems, including sourcing and eAuctioning.
Philips eAuctioned EUR 1.9 billion spend in
2006-nearly 10% of total spend, compared to
less than 2% in 2005.
In 2007, Philips intends to continue to
create value through the supply management
function, and will continue with the
comprehensive supply management
transformation process initiated in 2003.
2006 financial performance
The reported EBIT fell from a profit of EUR
121 million in 2005 to a loss of EUR 257
million in 2006. The decline was primarily
attributable to a charge of EUR 256 million
recorded for asbestos-related product
liabilities, net of insurance recoveries. For
further information on asbestos-related product
liabilities, please refer to note 27 to the financial statements in this Annual Report. EBIT
in 2006 was positively impacted by the result
of the Real Estate Service Unit, with various
gains on real estate transactions amounting to
EUR 54 million. In 2005, the sale of the
Philips Pension Competence Center resulted in a
gain of EUR 42 million; real estate
transactions accounted for a profit of EUR 122
million in 2005.
84 Philips Annual Report 2006
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54 The Philips sectors
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|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Unallocated
|
|
|
|
|
|
|
Unallocated
Introduction
The sector Unallocated comprises the
activities of the corporate center
including Philips global brand management
and sustainability programs, as well as
country and regional overhead costs and
costs of pension and other postretirement
benefit plans.
Key data
in
millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
EBIT Corporate & regional
overheads |
|
|
(309 |
) |
|
|
(317 |
) |
|
|
(389 |
) |
EBIT Global brand campaign |
|
|
(80 |
) |
|
|
(138 |
) |
|
|
(126 |
) |
EBIT pension / postretirement
benefits costs |
|
|
(151 |
) |
|
|
(16 |
) |
|
|
(86 |
) |
EBIT |
|
|
(540 |
) |
|
|
(471 |
) |
|
|
(601 |
) |
Net operating capital (NOC) |
|
|
(180 |
) |
|
|
(558 |
) |
|
|
314 |
|
Cash flows before financing activities |
|
|
(182 |
) |
|
|
(1,210 |
) |
|
|
(2,015 |
) |
Employees (FTEs) |
|
|
2,609 |
|
|
|
2,392 |
|
|
|
2,364 |
|
For a reconciliation to the most
directly comparable US GAAP measures, see
the chapter Reconciliation of non-US GAAP
information.
Corporate & Regional Overheads
Corporate and regional overhead costs were
higher than in 2005, primarily as a
consequence of implementation costs for
Sarbanes-Oxley compliance, which totaled EUR
26 million in 2006.
Costs for the global brand campaign
decreased by EUR 12 million compared to
2005.
Pension and other postretirement benefit
costs increased by EUR 70 million compared
to 2005, when a gain of EUR 116 million was
recognized. The latter was triggered by a
change in Dutch law relating to the
treatment of medical insurance costs.
Excluding the EUR 116 million positive
impact in 2005, pension and other
postretirement benefit costs decreased by
EUR 46 million in 2006, mainly due to the
sale of the majority stake in the
Semiconductors division.
Cash flows before financing related to
pension activities decreased by EUR 863
million compared to 2005, resulting in a
total outflow of EUR 1,237 million. The
increased cash outflow was largely
attributable to additional funding of
pension funds in the United Kingdom (EUR 582
million) and the United States (EUR 101
million).
From 2007 onwards, part of the costs of
corporate services will be charged to the
operating divisions, which drive and create
value from these resources. This will result
in an approximate EUR 160 million shift of
costs from the Unallocated sector to the four
operating divisions (Medical Systems, DAP, CE
and Lighting). Separately, Philips expects to
reduce the overall Corporate and regional
overhead cost by EUR 75 million, on a
run-rate basis, by the end of 2007. In
addition, pension costs for continuing
operations are expected to decline by
approximately EUR 50 million in 2007 compared
to 2006. Expenditures on the global brand
campaign are expected to be slightly below
the level of 2006, with the majority of the
spend in the second and fourth quarters of
the year.
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Risk management
The following sections present an overview
of Philips approach to risk management and
business control and a description of the
nature and the extent of its exposure to risks.
Philips recognizes different risk categories,
namely Strategic business risks,
Market/Business environment risks, Operational
risks, Financial risks, and Compliance and financial reporting risks. These are further
described in the section Risk categories of
this Annual Report. The risk overview provided
is not exhaustive. Some risks not yet known to
Philips or currently believed not to be
material could later turn out to have a major
impact on Philips businesses, revenues,
income, assets, liquidity or capital resources.
The risk factors should be considered in
connection with the forward-looking
statements.
Our approach to risk management and
business control
Risk management forms an integral part of
business management. The Companys risk and
control policy is designed to provide
reasonable assurance that objectives are met by
integrating management control into the daily
operations, by ensuring compliance with legal
requirements and by safeguarding the integrity
of the Companys financial reporting and its
related disclosures. It makes management
responsible for identifying the critical
business risks and for the implementation of fit-for-purpose risk responses. Philips risk
management approach is embedded in the areas of
corporate governance, Philips General Business
Principles and Philips Business Control
Framework and in the actual periodic business
planning and review cycles.
Corporate governance
Corporate governance is the system by which a
company is directed and controlled. Philips
believes that good corporate governance is a
critical factor in achieving business success.
Good corporate governance derives from,
amongst other things, solid internal controls
and high ethical standards. Risk management is
a well-established part of Philips corporate
governance model.
The quality of Philips systems of business
controls and the findings of internal and
external audits are reported to and discussed
in the Audit Committee of the Supervisory
Board. Internal auditors monitor the
quality of the business controls through
risk-based operational audits, inspections of
financial reporting controls and compliance
audits. Audit committees at corporate,
division, business and regional levels meet on
a regular basis to address weaknesses in the
business control infrastructure as reported by
the auditors or from self-assessments, and to
take corrective action where necessary. These
audit committees are also involved in
determining the desired company-wide internal
audit coverage as approved by the Audit
Committee of the Supervisory Board. An in-depth
description of Philips corporate governance
model can be found in the chapter Corporate
governance of this Annual Report.
Philips Business Control Framework
The Philips Business Control Framework (BCF),
derived from the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)
framework on internal control, sets the
standard for risk management and business
control in Philips. The objectives of the BCF
are to maintain integrated management control
of the Companys operations, to ensure
integrity of the financial reporting and
business processes, as well as compliance with
laws and regulations.
Philips reviewed and further strengthened the
fundamentals of its BCF over the last years.
The first of these developments was the
drive to harmonize enterprise resource
planning systems, with SAP as the leading
standard, enabling Philips to replace
time-consuming manual controls with embedded,
automated controls. Thereafter, Phillips
introduced a program to systematically
certify the critical IT systems against an
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internal control standard which is based on the generally
accepted standards control objectives for information and
related technology (COBIT) and COSO. Furthermore,
as part of BCF, Philips implemented a global internal
control standard (ICS) over financial reporting. ICS
supports management in a quarterly cycle of assessment
and monitoring, enhancing transparency of its control
environment. ICS has been deployed in all main reporting
units, where business process owners perform an
extensive number of controls, document the results each
quarter, and take corrective action where necessary.
With respect to financial reporting a structured
company-wide assessment and monitoring process
is in place to enable the Companys Chief Executive
Officer and Chief Financial Officer to review and
report on the effectiveness of risk management and
business controls. Each quarter, division management
and functional management at Group level involved in
the external reporting process issue a formal certification
statement to confirm the adequacy of the design and
effectiveness of disclosure controls and internal controls
over financial reporting, which is subject to review by the
Board of Management. Annually, as part of the Annual
Report process, managements accountability for business
controls is enforced through the formal issuance of
a Statement on Business Controls and a Letter of
Representation by each business unit, resulting, via a cascade
process, in a statement by each division. The Statements
on Business Controls and Letters of Representation
are subject to review by the Board of Management.
Section 404 Sarbanes-Oxley Act
During 2006, the BCF was extended to address the
requirements of section 404 of the US Sarbanes-Oxley
Act., which amongst other things, stipulates that the
Board of Management is responsible for establishing and
maintaining a system of internal control over US GAAP
financial reporting for Philips. Philips believes it maintains
an effective framework of internal control over
US GAAP financial reporting. This framework and its
established accounting procedures and related controls
are designed to provide reasonable assurance that assets
are safeguarded, that the books and records properly
reflect all transactions, that policies and procedures are
carried out by qualified personnel, and that published
US GAAP financial statements are properly prepared
and do not contain any material misstatements.
Management has assessed the design and operating
effectiveness of controls within the scope of section
404 of the US Sarbanes-Oxley Act. The Board of
Managements evaluation included controls at Group
and division level, and transactional controls at significant
locations across all of the Companys divisions. The scope
also included relevant IT controls. Any design and operating
effectiveness deficiencies noted that were not completely
remedied were formally evaluated at year-end. The Board of
Managements report, including its conclusions, regarding
the effectiveness of its internal control over US GAAP
financial reporting can be found in the chapter Group
financial statements of this Annual Report.
Philips General Business Principles
The Philips General Business Principles (GBP) govern
Philips business decisions and actions throughout the
world, applying equally to corporate actions as well as
the behavior of individual employees when on company
business. They incorporate the fundamental principles
within Philips for doing business. The intention of the
GBP is to ensure compliance with laws and regulations,
as well as with Philips norms and values.
The GBP have been translated into most of the local
languages and are an integral part of the labor contracts
in virtually all countries where Philips has business activities.
Responsibility for compliance with the principles rests
principally with the management of each business. Every
country organization and each main production site has
a Compliance Officer. Confirmation of compliance with
Philips
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the GBP is an integral part of the annual statement
on business controls that has to be issued by the
management of each organizational unit. The GBP
incorporate a whistleblower policy, standardized
complaint reporting and a formal escalation procedure.
The global implementation of the One Philips Ethics Line
was completed in 2006. This will ensure that all alleged
violations are registered and dealt with consistently
within one company-wide system. Due to country-specific constraints Germany (where the approval of
workers representation bodies is required) and France
(where approval is required from the privacy authorities)
did not participate in the One Philips Ethics Line. Philips
is striving to obtain these approvals in order to allow
comprehensive company-wide implementation.
To drive the practical deployment of the GBP, a set
of directives has been published, including a Supply
Management Code of Ethics and a Financial Code
of Ethics (www.philips.com/about/investor). The GBP
Directives were updated in 2006, reflecting ongoing
developments in codes of conduct and business integrity
legislation. The main updates related to Philips endorsement
of the UN Global Compact, policy on HIV/AIDS, health
and safety policy, integrity and ethics in advertising, and
in particular directives on the giving of gifts. To ensure
compliance with the highest standards of transparency
and accountability by all employees performing important
financial functions, the Financial Code of Ethics contains,
amongst other things, standards to promote honest and
ethical conduct, and full, accurate and timely disclosure
procedures to avoid conflicts of interest. The Company
did not grant any waivers of the Financial Code of Ethics
in 2006. To reinforce awareness of the need for compliance
with the GBP, a web-based GBP training tool has been
rolled out throughout the world in 18 different languages.
This tool is expected to cover more than 90% of Philips
employees with internet/intranet access by the first
half of 2007.
In 2006, an e-Learning Tool for job training of (new)
compliance officers (including complaint-handling
procedures and dilemma training) was rolled out.
This course is mandatory for all GBP Compliance
Officers and will be updated and repeated each year.
Risk categories
Taking risks is an inherent part of entrepreneurial
behavior. A structured risk management process
encourages management to take risks in a controlled
manner. Philips has a structured risk management process
in place that recognizes different risk categories at Strategic,
Market/Business environment, Operational, Financial
and Compliance and financial reporting level.
Within Strategic business risks Philips covers areas that
influence Philips strategic opportunities and threats, such
as risks related to innovation and differentiation. The
Market/Business environment risks cover the effect that
changes in the market may have on Philips. Risks related to
areas such as economic and political development and power
concentration are likely to affect all market participants
in a similar manner. Operational risks include adverse
unexpected developments resulting from internal processes,
people and systems, or from external events that are linked
to the actual running of each business (examples are
product creation and supply chain management). Within
the area of Financial risks Philips identifies risks related
to Legal, Treasury, Pensions and Fiscal. Compliance and
financial reporting risks cover unanticipated failures to enact
appropriate policies and procedures and risks that could
negatively impact Philips reliability of financial reporting,
correctness of disclosures, and safeguarding of assets.
Strategic business risks
Innovation and identification of new sources
of differentiation are important to realize Philips
profitable growth ambitions.
Philips longer-term success depends on, amongst other
things, innovation based on end-user insight using
technology as value enabler. Moreover, some of Philips
divisions continue to face diminishing opportunities to
differentiate on the basis of technical performance only.
This makes the identification of new sources of both
tangible and intangible differentiation essential.
Concurrently, it is imperative to understand changes in
patterns related to end-user needs and preferences, and
to align differentiation initiatives and innovations with the
brand promise of sense and simplicity. If Philips fails in
this area its growth ambitions may be hampered.
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Future acquisitions could expose Philips
to integration risks and challenge management
in continuing to reduce the complexity of the
company.
Philips intends to make further value-adding
acquisitions and is therefore exposed to the
risk of not capturing suitable targets. In
addition, such acquisitions could expose
Philips to integration risks, amongst others,
in the areas of sale and service force
integration, logistics, regulatory compliance,
information technology and finance. Moreover,
such acquisitions could also challenge
management in continuing to reduce the
complexity of the company.
The ability to secure and retain
intellectual property rights for products
whilst maintaining overall competitiveness,
is important.
Philips is dependent on its ability to obtain
and retain licenses and other intellectual
property (IP) rights covering its products and
its design and manufacturing processes. The IP
portfolio results from an extensive patenting
process that could be influenced by, amongst
other things, innovation. The value of the IP
portfolio is dependent on the successful
promotion and market acceptance of standards
developed or co-developed by Philips. This is
particularly important for Consumer
Electronics where third-party licenses are
important and a loss or impairment could
negatively impact Philips results.
Philips investments in the sense and
simplicity campaign, with a focus on
simplifying the interaction with its
customers, translating awareness into
preference and improving its international
brand recognition, could have less impact than
anticipated.
Philips has made large investments in the
reshaping of the Group into a more
market-driven company focusing on delivering
advanced and easy-to-use products and easy
relationships with Philips for its customers.
The brand promise of sense and simplicity is
important for both external and internal
development. If Philips fails to deliver on
its sense and simplicity concept its growth
opportunities may be hampered.
Market/Business environment risks
As Philips business is global, its
operations are exposed to economic and
political developments in countries across
the world that could adversely impact its
revenues and income.
The business environment is influenced by
economic and political uncertainties that
continue to affect the global economy and
the international capital markets. Economic
and political developments could have a
material adverse effect on Philips
operating results.
Philips overall performance in the coming
years is
dependent on realizing its growth ambitions in
emerging markets.
Emerging markets are
becoming more important in the global market.
Asia is an important production, sourcing and
design center for Philips. Philips faces strong
competition to attract the best talent in tight
labor markets and intense competition from
local Asian companies as well as other global
players for market share in Asia. Philips needs
to be part of the growth of emerging markets,
invest in local talents, understand
developments in end-user preferences and
localize the portfolio in order to stay
competitive. Furthermore, growth in emerging
markets, and especially China, could be
hampered if Philips falls short when extending
distribution to second and third tier cities.
Philips is exposed to markets with high
complexity, and is facing continued
competition.
Philips continually faces competitive
challenges such as speed of innovation,
fast-moving market trends, rapid technological
change, evolving standards, shortening product
life cycles, the cyclical nature of certain
sectors and price erosion. One example is the
solid-state lighting and the fast-growing LED
market. If Philips cannot timely offset margin
erosion with the upgrading of its offering via
for instance innovation or differentiation,
cost reduction and/or efficiency measures,
operating results may be hampered.
Philips
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Philips global presence exposes the company to
regional and local regulatory rules, which may
interfere with the realization of business
opportunities and investments in the countries
in which Philips operates.
Philips has established subsidiaries in over 60
countries. These subsidiaries are exposed to
changes in governmental regulations and
unfavorable political developments, which may
limit the realization of business opportunities
or impair local Philips investments. An
increased focus on medical and health care
increases the exposure to highly regulated
markets, where obtaining clearances or
approvals for new products is of great
importance, and the dependency on the funding
available for healthcare systems. In addition,
changes in reimbursement policies may affect
spending on healthcare technology. For example,
cuts in reimbursement for imaging services
mandated under the US Deficit Reduction Act
(DRA) may have an adverse impact on spending in
US out-of-hospital markets.
Operational risks
Integral customer management is important
for maintaining a sustainable competitive
advantage. A set-back in Global Key Account
Management or Category Management could hamper
expected growth and damage Philips image.
Philips commitment to sense and simplicity
is not restricted to new products, it also
covers the wide range of support facilities
Philips offers to its customers. An
example of this is the provision of category
management solutions for key retailers to
support consumers in their decision-making. A
setback in the management of international key
retail accounts could hamper expected growth
and damage Philips reputation and brand image.
Failure to achieve improvements in Philips
product creation process and/or increased speed
in innovation-to-market may hamper Philips
profitable growth ambitions.
Further
improvements in Philips product creation
process, ensuring timely delivery of new
products at lower cost and upgrading of
customer service levels to create sustainable
competitive advantages, are important in
realizing Philips profitable growth
ambitions. The emergence of new low-cost
players, particularly in Asia, further
underlines the importance of improvements in
the product creation process. In addition, if
Philips fails to accelerate its
innovation-to-market processes and to ensure
that end-user insights are fully captured and
translated into product creations, it may see
an erosion of its market share and
competitiveness.
If Philips is unable to ensure effective
supply chain management, it may be unable to
sustain its competitive position in its
markets.
Philips is continuing the process of creating a
leaner supply base with fewer suppliers, while
maintaining dual sourcing strategies where
possible. This strategy strongly supports close
cooperation with suppliers to enhance, amongst
others, time to market and quality. In
addition, Philips is continuing its initiatives
to reduce assets through outsourcing. These
processes may result in increased dependency.
Because Philips is dependent on its personnel
for leadership and specialized skills, the loss
of its ability to attract and retain such
personnel would have an adverse affect on its
business. In addition, illness of personnel on
a larger scale, could result in business
interruptions.
The retention of talented employees in sales
and marketing, research and development, finance and general management, as well as of
highly specialized technical personnel, is
critical to the success of Philips. In addition
to personnel attraction and retention, loss of
specialized skills due to illness of personnel
on a larger scale, as a result of, for example,
SARS or bird flu, or terrorist assaults, could
result in business interruptions.
IT outsourcing and off-shoring strategies could
result in short-term complexities. Moreover,
the global increase in IT security threats,
complexities in compliance management and
complications during the implementation of new
IT applications could challenge management.
Philips is engaged in a continuous drive to
create a more open and cost-effective IT
landscape. This is leading to an approach
involving further outsourcing, off-shoring and
commoditization. At the same time there
is a global increase in security threats and
higher levels of professionalism in computer
crime. External requirements such as the US
Sarbanes-Oxley Act and privacy legislation are
putting additional emphasis on the need to have
a well controlled IT environment. With the
further penetration of IT into all business
processes, there is also a trend towards more
business process outsourcing including data and
IT services. Finally, new acquisitions in the
Philips portfolio require the integration of
new IT systems in the existing landscape. All
this makes increasing demands on IT security
and poses a challenge to Philips existing
management and control structures.
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Warranty and product liability claims against
Philips could cause Philips to incur significant costs and affect Philips results as well
as its reputation and relationships with key
customers.
Philips is from time to time subject to
warranty and product liability claims with
regard to product performance. Philips could
incur product liability losses as a result of
repair and replacement costs in response to
customer complaints or in connection with the
resolution of contemplated or actual legal
proceedings relating to such claims. In
addition to potential losses from claims and
related legal proceedings, product liability
claims could affect Philips reputation and its
relationships with key customers, both
customers for end products and customers that
use Philips products in their production
process. As a result, product liability claims
could impact Philips financial results.
Financial risks
Philips is exposed to a variety of financial risks, including currency risk,
interest rate risk, liquidity risk, equity
price risk, commodity price risk, credit risk,
country risk and other insurable risks which
may impact Philips results.
Philips is a
global company and as a direct result the financial results of the Group may be impacted
through currency fluctuations. Furthermore,
Philips is exposed to other movements in the financial markets in the form of interest rate
risk, commodity price risk and also equity
price risk as Philips holds minority stakes in
a number of listed companies where market value
currently exceeds the equity investment
reported in the financial statements. A
decline in the market value of these
investments could result in a future
impairment.
For further analysis, please refer to the
section Details of financial risks presented
on the pages hereafter.
Philips has defined-benefit pension plans
in a number of countries. The funded status and
the cost of maintaining these plans is influenced by financial market and demographic
developments, creating volatility in Philips
results.
The majority of employees in Europe
and North America are covered by these plans.
The accounting for defined-benefit pension
plans requires management to determine discount
rates,
expected rates of compensation and expected
returns on plan assets. Changes in these
variables can have a significant impact on the
projected benefit obligations and net periodic
pension costs. A negative performance of the financial markets could have a material impact
on funding requirements and net periodic
pension
costs and also affect the value of certain financial assets of the company. For further
analysis of pension-related exposure to changes
in financial markets, please refer to the
section Details of financial risks presented
on the pages hereafter, and for quantitative
and qualitative disclosure of pensions, please
refer to note 20 to the consolidated financial
statements.
Philips is exposed to a number of different tax
uncertainties which could have a significant
impact on local tax results.
Philips is
exposed to a number of different tax
uncertainties which could result in double
taxation, penalties and interest payments.
These include, amongst others, transfer pricing
uncertainties on internal deliveries of goods
and services, tax uncertainties related to
acquisitions and divestments, tax uncertainties
related to the use of tax credits and to
permanent establishments, and tax uncertainties
due to losses carried forward. Those
uncertainties may have a significant impact
on local tax results. For further details,
please refer to the section Details of financial risks presented on the pages hereafter.
Legal proceedings covering a range of matters
are pending in various jurisdictions against
the Company and its (former) group companies.
Due to the uncertainty inherent in litigations,
it is difficult to predict the final outcome.
An adverse outcome might impact Philips
results.
The Company, including a certain
number of its (former) group companies, is
involved in litigation relating to such matters
as competition issues, commercial transactions,
product liability (including allegations of
personal injury from alleged asbestos
exposure), participations and environmental
pollution. Although the ultimate disposition of
asserted claims and proceedings cannot be
predicted with certainty, Philips financial
position and results of operations could be
affected by an adverse outcome. Please refer to
note 27 to the consolidated financial
statements for additional disclosure relating
to specific litigation matters.
Compliance and financial reporting risks
Reliability of reporting, correctness
of disclosures and safeguarding of
assets.
The reliability of reporting is important in
assuring management of top-quality data for
steering the businesses and for managing both
top-line and bottom-line growth. Flaws in
control systems could adversely affect the financial results and hamper expected growth. The
correctness of disclosures provides investors
and other market professionals with significant information for a better understanding
Philips
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of Philips businesses. Imperfections in the
disclosures could create uncertainty regarding
the reliability of the data presented.
Compliance procedures are adopted by management
to ensure that the resource use is consistent
with laws, regulations and policies and that
resources are safeguarded against waste, loss
and misuse. Ineffective compliance procedures
relating to the safeguarding of assets could
have an undesirable effect on the financial
results.
Details of financial risks
This section provides further details
of the financial risks, which are
categorized along the lines of the
corporate processes.
Treasury
Philips is, as mentioned before, exposed to
several types of financial risk. This section
will further analyze financial risks that
relate to treasury activities. Philips does not
purchase or hold financial derivative
instruments for speculative purposes.
Currency risk
Currency fluctuations may impact Philips financial results. Philips has a limited
structural currency mismatch between costs and
revenues, as a proportion of its production,
administration and research and development
costs is denominated in euros, while a
proportion of its revenues is denominated in US
dollars. Consequently, fluctuations in the
exchange rate of the US dollar against the euro
can have an impact on Philips financial
results. In particular, a relatively weak US
dollar during any reporting period will reduce
Philips income from operations, while a
stronger US dollar will improve it.
Philips is exposed to currency risk in the following areas:
|
|
transaction exposures, such as forecasted
sales and purchases and receivables/payables
resulting from such transactions; |
|
|
|
translation
exposure of net income in foreign entities; |
|
|
|
translation exposure of investments in foreign
entities; |
|
|
|
exposure of
non-functional-currency-denominated debt; |
|
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exposure of non-functional-currency-denominated
equity investments. |
It is Philips policy that significant
transaction exposures are hedged by the
businesses. Accordingly, all businesses are
required to identify and measure their
exposures from material transactions
denominated in currencies other than their own
functional currency. Philips policy generally
requires committed foreign currency exposures
to be fully hedged using forwards. Anticipated
transactions are hedged using forwards or
options or a combination thereof. The policy
for the hedging of anticipated exposures
specifies the use of forwards/options. The
hedge tenor varies per business and is a
function of the ability to forecast cashflows
and the
way in which the businesses can adapt to
changed levels of foreign exchange rates. As a
result, hedging activities may not eliminate
all currency risks for these transaction
exposures. Generally, the maximum tenor of
these hedges is less than 18 months.
The following table outlines the estimated
nominal value in millions of euros for
transaction exposure and related hedges for the
most significant currency exposures of Philips
as of December 31, 2006:
Estimated transaction exposure and related hedges
in millions of euros
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|
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maturity 0-60 days |
|
maturity over 60 days |
|
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exposure |
|
hedges |
|
exposure |
|
hedges |
Hedges of receivables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD vs EUR |
|
|
511 |
|
|
|
(471 |
) |
|
|
1,667 |
|
|
|
(1,115 |
) |
JPY vs EUR |
|
|
47 |
|
|
|
(44 |
) |
|
|
146 |
|
|
|
(121 |
) |
GBP vs EUR |
|
|
67 |
|
|
|
(65 |
) |
|
|
110 |
|
|
|
(72 |
) |
PLN vs EUR |
|
|
33 |
|
|
|
(33 |
) |
|
|
42 |
|
|
|
(32 |
) |
EUR vs SEK |
|
|
32 |
|
|
|
(32 |
) |
|
|
170 |
|
|
|
(34 |
) |
USD vs SGD |
|
|
75 |
|
|
|
(71 |
) |
|
|
57 |
|
|
|
(34 |
) |
EUR vs SGD |
|
|
32 |
|
|
|
(31 |
) |
|
|
103 |
|
|
|
(53 |
) |
EUR vs USD |
|
|
137 |
|
|
|
(112 |
) |
|
|
424 |
|
|
|
(82 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedges of payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD vs BRL |
|
|
(17 |
) |
|
|
16 |
|
|
|
(81 |
) |
|
|
81 |
|
PNL vs EUR |
|
|
(21 |
) |
|
|
17 |
|
|
|
(121 |
) |
|
|
71 |
|
USD vs EUR |
|
|
(755 |
) |
|
|
711 |
|
|
|
(1,329 |
) |
|
|
786 |
|
EUR vs GBP |
|
|
(20 |
) |
|
|
18 |
|
|
|
(91 |
) |
|
|
64 |
|
USD vs SGD |
|
|
(108 |
) |
|
|
105 |
|
|
|
(39 |
) |
|
|
33 |
|
MXN vs USD |
|
|
(23 |
) |
|
|
18 |
|
|
|
(89 |
) |
|
|
51 |
|
The first currency displayed is the
exposure that is being hedged followed by the
functional currency of the hedging entity. Due
to their high correlation the US Dollar and
Hong Kong Dollar have been grouped within the
table and are referred to as USD.
Philips does not hedge the translation
exposure of net income in foreign entities.
92 Philips Annual Report 2006
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54 The Philips sectors
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110 Financial Statements |
Translation exposure of equity invested in
consolidated foreign entities financed by
equity is partially hedged. If a hedge is
entered into, it is accounted for as a net
investment hedge.
Intercompany loans by the company to its group
companies are generally provided in the
functional currency of the borrowing entity.
The currency of the Companys external funding
is matched with the required financing of
subsidiaries either directly by external
foreign currency loans, or by using foreign
exchange swaps. In this way the translation
exposure of investments in foreign entities financed by debt is hedged.
Philips does not currently hedge the foreign
exchange exposure arising from unconsolidated
equity investments.
Philips uses foreign exchange derivatives to
manage its currency risk. The inherent risk
related to the use of these derivatives is
outlined below. Due to their
high correlation the US dollar and Hong Kong
dollar have been grouped within the
following analysis and are referred to as
USD.
The US dollar and Taiwanese dollar account for
a high percentage of Philips foreign exchange
derivatives. Apart from that, Philips also has
significant derivatives outstanding related
to the pound sterling. An instantaneous 10%
increase in the value of the euro against the
US dollar, Taiwanese dollar and pound sterling
and an instantaneous 10% increase in the value
of the US dollar against the Taiwanese dollar,
from their levels at December 31, 2006, with
all other variables held constant, would result
in the following estimated increases in the
fair value of Philips financial derivatives.
Derivatives sensitivity analysis
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EUR |
|
EUR |
|
EUR |
|
USD |
|
|
versus |
|
versus |
|
versus |
|
versus |
|
|
USD |
|
GBP |
|
TWD |
|
TWD |
Derivatives related to
transactions |
|
|
(7 |
) |
|
|
18 |
|
|
|
|
|
|
|
4 |
|
Derivatives related to
translation exposure in
foreign entities financed
by debt |
|
|
98 |
|
|
|
18 |
|
|
|
|
|
|
|
(4 |
) |
Derivatives related to
translation exposure in
foreign entities financed
by equity |
|
|
57 |
|
|
|
|
|
|
|
53 |
|
|
|
|
|
Derivatives related to
external debt/cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(29 |
) |
|
|
|
148 |
|
|
|
36 |
|
|
|
53 |
|
|
|
(29 |
) |
The largest impact of a 10% change in the
value of the euro against other individual
currencies is for the Japanese yen, which has
an impact of less than EUR 13 million on the
value of derivatives.
The derivatives related to transactions are,
for hedge accounting purposes, split into
hedges of accounts receivable/payable and
forecasted sales and purchases. Changes in the
value of foreign currency accounts
receivable/payable as well as the changes in
the fair value of the hedges of accounts
receivable/payable are reported in the income
statement under cost of sales. Hedges related
to forecasted transactions are accounted for as
cash flow hedges. The results from such hedges
are deferred in other comprehensive income
within equity. Currently, a gain of EUR 8
million is deferred in equity as a result of
these hedges. The result deferred in equity
will mostly be released to income from
operations within the income statement in 2007
at the time when the related hedged
transactions affect the income statement.
Philips
Annual Report 2006 93
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
The change in fair value of the hedges of
transactions in the case of a 10% appreciation
in the euro versus the US dollar and the pound
sterling can be further broken down as
follows:
Sensitivity to a 10% increase in euro versus USD
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
maturity 0-12 |
|
maturity > 12 |
|
|
months |
|
months |
Change in fair value of forwards |
|
|
(17 |
) |
|
4 |
Change in fair value of options |
|
|
6 |
|
|
|
Sensitivity to a 10% increase in euro versus GBP
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
maturity 0-12 |
|
maturity > 12 |
|
|
months |
|
months |
Change in fair value of forwards |
|
|
18 |
|
|
|
|
|
During 2006 a net loss of less than EUR
1 million was recorded in the income
statement as a result of ineffectiveness of
transaction hedges.
Changes in the fair value of hedges related to
translation exposure of investments in foreign
entities financed by debt are recognized in
the income statement. The changes in the fair
value of these hedges related to foreign
exchange movements are offset in the income
statement by changes in the fair value of the
hedged items.
Philips recorded a gain of EUR 236 million
in other comprehensive income under
currency translation differences as a
result of net investment hedges of
investments in foreign subsidiaries. A loss
of EUR 3 million was recognized in the
income statement as a result of
ineffectiveness of these hedges.
Interest rate risk
Philips has significant outstanding debt,
which creates an inherent interest rate risk.
Failure to effectively hedge this risk could
negatively impact financial results. At
year-end 2006, Philips had a ratio of fixed-rate long-term debt to total outstanding
debt of approximately 74%, compared to 69% one
year earlier. At year-end, the Company held EUR
6,023 million in cash and short-term deposits
and total debt of EUR 3,869 million. The
Company partially hedges the interest-rate risk
inherent in the external debt. As of year-end
2006, the company had six USD
interest rate swaps outstanding, on which the
company receives fixed interest on the
equivalent of EUR 387 million. Fair value
hedge accounting is applied to these interest
rate swaps.
Certain past interest rate hedges related to
bonds were unwound during 2004. The fair value
adjustments to the bonds are amortized to the
income statement based on the recalculated
effective yield. In 2006, a gain of EUR 5
million was released to the income statement.
As of December 31, 2006, the majority of debt
consisted of bonds. Of the EUR 3,006 million
of long-term debt, 2.6% consisted of a bond
with a so-called embedded put feature which
carries an option for each holder to put the
bond to the Company on May 15, 2007 upon
notice received between March 15 and April 15,
2007.
A sensitivity analysis shows that if long-term
interest rates were to decrease
instantaneously by 1% from their level of
December 31, 2006, with all other variables
(including foreign exchange rates) held
constant, the fair value of the long-term debt
would increase by approximately EUR 93
million. This change would be partially offset
through the change in fair value of the
interest rate swaps, which would increase by
EUR 40 million. If there was an increase of 1%
in long-term interest rates, this would reduce
the market value of the long-term debt by
approximately EUR 93 million. This change
would be partially offset by the change in
fair value of the interest rate swaps, which
would decrease by EUR 35 million.
If interest rates were to increase
instantaneously by 1% from their level of
December 31, 2006, with all other variables
held constant, the annualized net interest
expense would decrease by approximately EUR 46
million due to the significant cash position
of the Company. This impact is based on the
outstanding net debt position at December 31,
2006.
Liquidity risk
The rating of the companys debt by major
rating services may improve or deteriorate. As
a result, Philips borrowing capacity may be
influenced and its financing costs may fluctuate. Philips has various sources to
mitigate the liquidity risk for the group
including EUR 6,023 million in cash and
short-term deposits, a USD 2,500 million
Commercial Paper Program and a USD 2,500
million committed revolving facility that
could serve
94 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
as back-up for short-term financing
requirements that would normally be satisfied
through the Commercial Paper Program and EUR
9,524 million of investments in its main
available-for-sale securities, trading
securities and listed equity-accounted
investees at market value per December 31,
2006. The Company has a lock-up period
associated with the sale of shares in TPV that
expires in September 2008. Furthermore, the
LG.Philips LCD shareholders agreement with LG
Electronics, states that both companies will
maintain a holding of at least 30% each until
July 2007.
Equity price risk
Philips is a shareholder in several publicly
listed companies such as TSMC, LG.Philips LCD,
TPV and
JDS Uniphase. As a result, Philips is exposed
to potential financial loss through movements
in the share prices of these companies. The
aggregate equity price exposure of these
investments amounted to approximately EUR 9,524
million at year-end 2006 (2005: EUR 11,252
million including shares that were sold during
2006). Philips also holds options on the shares
of TPV through a convertible bond issued to
Philips in September 2005, the face value of
the bond being the USD equivalent of EUR 160
million and the value of the option at year-end
EUR 40 million. Philips does not hold
derivatives in its own stock, or in the
above-mentioned listed companies except for the
embedded derivatives in the convertible bond as
mentioned.
Commodity price risk
Philips is a purchaser of certain base metals,
precious metals and energy. Philips hedges
certain commodity price risks using derivative
instruments to minimize significant,
unanticipated earnings fluctuations caused by
commodity price volatility. The commodity price
derivatives that Philips enters into are
concluded as cash flow hedges to offset
forecasted purchases. A 10% increase in the
market price of all commodities would increase
the fair value of the derivatives by EUR 2
million.
Credit risk
Credit risk represents the loss that would be
recognized at the reporting date if
counterparties failed completely to perform
their payment obligations as contracted.
Credit risk is present within the trade
receivables of Philips. To reduce exposure to
credit risk, Philips performs ongoing credit
evaluations of the financial condition of its
customers and adjusts payment terms and credit
limits when appropriate.
Philips invests available cash and cash
equivalents with various financial
institutions and is exposed to credit risk with
these counterparties. Philips is also exposed
to credit risks in the event of non-performance
by counterparties with respect to financial
derivative instruments.
Philips actively manages concentration risk
and on a daily basis measures the potential
loss under certain stress scenarios, should a
financial counterparty default. These
worst-case scenario losses are monitored and
limited by the company. As of December 31,
2006 the company had credit risk exceeding EUR
25 million to the following number of
counterparties:
Credit risk with number of counterparties
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25-100 |
|
|
100-500 |
|
|
500-1,500 |
|
|
|
million |
|
|
million |
|
|
million |
|
AAA-rated bank counter-
parties |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
AAA-rated money market
funds |
|
|
2 |
|
|
|
|
|
|
|
|
|
AA-rated bank counterparties |
|
|
2 |
|
|
|
6 |
|
|
|
2 |
|
A-rated bank counterparties |
|
|
1 |
|
|
|
|
|
|
|
|
|
Non-rated money market
funds |
|
|
|
|
|
|
1 |
|
|
|
|
|
Lower-rated bank counter-
parties in China |
|
|
2 |
|
|
|
|
|
|
|
|
|
The company does not enter into any financial derivative instruments to protect
against default by financial counterparties.
However, where possible the company requires
all financial counterparties with whom it
deals in derivative transactions to complete
legally enforceable netting agreements under an
International Swap Dealers Association master
agreement or otherwise prior to trading and,
whenever possible, to have a strong credit
rating from Standard & Poors and Moodys
Investor Services. Wherever possible, cash is
invested and financial transactions are
concluded with financial institutions with
strong credit ratings.
Country risk
Philips is exposed to country risk by the very
nature of running a global business. Country
risk is the risk that political, legal, or
economic developments in a single country
could adversely impact our performance. The
country risk per country is defined as the
sum of equity of all subsidiaries and
associated companies in country cross-border
transactions, such as intercompany loans,
Philips
Annual Report 2006 95
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
guarantees (unless country risk is
explicitly excluded in the guarantee),
accounts receivable from third parties and
intercompany accounts receivable. The country
risk is monitored on a regular basis.
As of December 31, 2006 the Company had
country risk exposure exceeding EUR 1 billion
in each of the following countries: Belgium,
China (including Hong Kong), South Korea,
Taiwan, the Netherlands and the United States.
Countries where the risk exceeded EUR 200
million included Austria, France, Germany,
Italy, Poland and the United Kingdom.
The degree of risk of a country is taken into
account when new investments are considered.
The Company does not, however, use financial
derivative instruments to hedge country risk.
Other insurable risks
Philips is covered for a range of different
kinds of losses by global insurance policies in
the areas of property damage, business
interruption, general and products liability,
transport, directors and officers liability,
employment practice liability, criminal
liability, and aviation products liability.
To lower exposures and to avoid potential
losses, Philips has a worldwide Risk
Engineering program in place. The main focus in
this program is on property damage and
business interruption risks, which also include
interdependencies. Philips sites and also a
limited number of sites of key suppliers, are
inspected on a regular basis by the Risk
Engineering personnel of the insurer.
Inspections are carried out against predefined Risk Engineering standards which are agreed
between Philips and the insurers.
Recommendations are made in a Risk Management
report and are reviewed centrally. This is the
basis for decision-making by the local
management of the business as to which
recommendations will be implemented. For all
policies, deductibles are in place which vary
from EUR 45,000 to EUR 500,000 per occurrence
and this variance is designed to differentiate
between the existing risk categories within
Philips. Above this first layer of working
deductibles, Philips operates its own
re-insurance captive, which during 2006
retained EUR 10 million per occurrence for the
property damage and business interruption
losses and EUR 30 million in the aggregate per
year. For general and product liability claims
the captive will retain EUR 1.5 million per
claim and EUR 5 million in the aggregate. New
contracts were signed on December 31, 2006 for
the coming year whereby the re-insurance
captive will retain EUR 2.5 million per
occurrence for the property damage and
business interruption losses and EUR 5
million in the aggregate per year. For
general and product liability claims the
captive will retain EUR 1.5 million per claim
and EUR 6 million in the aggregate.
Fair value measurement
The company calculates the fair value of
derivatives and sensitivities based on observed
liquid market quotations. Where the instrument
is not directly observable the valuation
techniques used are qualified and benchmarked
regularly with industry. Values are based on
market quotations. Given the large liquidity of
the derivative instruments used, the unwind
prices are not significantly different from
the quoted figures.
Pensions
This section further analyzes the
pension exposure and possible risks
thereof.
Pension-related
exposure to changes in financial markets
With pension obligations in
more than 40 countries, Philips has devoted
considerable attention and resources to
ensuring disclosure, awareness and control of
the resulting exposures.
Depending on the investment policies of the
respective pension funds, developments in financial markets may have a significant effect
on the funded status and the net periodic
pension cost (NPPC) of Philips pension plans.
To monitor this exposure to investment risk,
Philips uses a Global Risk Reward Model. The
model, which covers
approximately 95% of Philips total pension
liabilities and contains separate modules for
the Netherlands, the UK, the US and Germany,
allows stochastic simulations of Philips
pension accounting figures.
The dispersion of the outcomes of these
simulations around their average (or expected)
values provides an indication of Philips risk
exposure. The bar charts below show the maximum
deviations from the expected funded status as
per year-end 2006 and year-end 2007 and the
expected NPPC for 2007 and 2008 respectively,
if the 5% worst possible outcomes are excluded.
These funded-status-at-risk and
NPPC-at-risk measures are based on the plan
assets and liabilities and the bond and equity
market valuations on December 31, 2005 and
December 31, 2006 respectively, and may
therefore be seen as indicators of the funding
and NPPC risks on these same dates.
96 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
The impact of any plan changes and changes in
investment policies during 2006 may be seen by
comparing the first and the second bars in
each of the charts below. In fact, there have
only been relatively minor plan changes, with
very little impact on cost and risk. The only
material change in investment policy occurred
in the UK, where an extra contribution of GBP
400 million was followed by a significantly
reduced asset-liability mismatch.
In 2006, Philips has made several divestments,
of which the sale of a majority stake in the
Semiconductors division and the sale of ETG
were the most significant. These two
divestments have led to a decline in pension
obligations and, as a consequence, reduced the
sensitivity to changes in interest rates. The
impact of this on Philips total pension risk
may be seen by comparing the second and third
bars of each of the graphs below.
The differences between the third and the
fourth bars in these graphs measure the impact
of factors other than plan changes, changes in
investment policies and divestments. The
remaining differences are mainly attributable
to the changes in interest rates and equity
prices during 2006. Both equity prices and
interest rates increased in most countries.
The composition of the bars shows how funding
risk may be attributed to both economic factors
(interest rate risk, equity risk, inflation
risk and foreign exchange risk) and country
factors (risk exposures in the Netherlands, the
US, the UK and Germany). Because of the less
than 100% (or even negative) correlation
between the different economic and/or country
factors, the total risk may well be lower than
the sum of the underlying factors. This is
called the diversification effect, which is
also shown in the graphs.
Funded status
The extra contribution to the UK pension fund
during
2006 and the subsequent de-risking of the
investment policy reduced the risk of the
funded status by approximately EUR 385 million.
The divestment of the Semiconductors division
and ETG reduced it by another EUR 130 million.
These decreases were, however, partly offset by
the impact of movements in financial markets,
mainly as a result of the consequent increase
in plan assets in the Dutch pension fund and
the associated increase in its equity
investments.
Equity risk is the major source of risk to the
funded status. It results from the relatively
large allocations to equity in the US and the
large absolute exposure to equities in the
Dutch pension fund. The contribution of
interest rate risk results from the interest
rate mismatch between assets and liabilities in
the Netherlands, the US and Germany. Due to its
large size, the Dutch pension fund still causes
most of the interest rate risk, even though 75%
of its (nominal) pension liabilities are
matched by investments in fixed-income
instruments with similar duration and
convexity. Inflation risk and foreign
exchange risk contribute relatively little to
the funded status-at-risk. The diversification
effect, which reduces total risk by
approximately EUR 330 million, is largely
attributable to the negative correlation
between bonds and equities. The extra
contribution to the UK pension fund and the
reduction of its asset-liability mismatch have
significantly lowered the contributions of
interest rate and equity risk to total risk.
The divestments reduced the importance of
interest rate and inflation risk.
The country decomposition shows that the Dutch
pension fund contributes most to the funded
status-at-risk. Although it matches 75% of its
nominal liabilities, the remainder of its
assets is still largely invested in equities
and (direct) real estate. This, combined with
the size of the fund, explains the major part
of its contribution to total risk. Funding and
de-risking the UK pension fund have significantly lowered the contribution of the fund to
total risk. The divestments primarily reduced
the contributions of Philips risk exposures in
the Netherlands and Germany.
On balance, in 2006, the funded status-at-risk
decreased by about EUR 435 million to EUR
1,705 million.
Philips
Annual Report 2006 97
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
NPPC
The de-risking of the investment policy of the
UK pension fund during 2006 has reduced the
NPPC-at-risk by about EUR 45 million and the
divestments have
reduced it by another EUR 45 million. These
decreases were, however, partly offset by the
increase in equity markets during 2006, which
has increased the sensitivity to changes in
equity prices and, as a consequence, also
increased the volatility of (the amortization
of) gains and losses.
The country decomposition shows that the Dutch
pension fund contributes most to NPPC risk.
This is attributable to its size and its
exposure to equities. The extra contribution to
the UK pension fund and the subsequent
reduction of its asset-liability mismatch have
significantly lowered its contribution to
total risk, while the divestments primarily
lowered the contribution of the Netherlands to
total risk.
On balance, in 2006, NPPC-at-risk decreased
by about EUR 65 million to EUR 95 million.
In summary, both the funded status-at-risk and
the NPPC-at-risk have decreased in 2006. This
is attributable to the reduced asset-liability
mismatch of the UK pension fund and the
divestment of the Semiconductors division and
ETG. Developments in financial markets, most
notably the increase in equity valuations, led
to a small increase in the total risk
exposure. The Dutch pension fund contributes
most to the risk statistics, due to its size
and its exposure to equities.
Fiscal
Philips is, as mentioned before, exposed to
fiscal uncertainties. This section further
describes this exposure.
Transfer pricing uncertainties
Philips has issued transfer pricing
directives, which are in accordance with
guidelines of the Organization of Economic
Co-operation and Development. As transfer
pricing has a cross-border effect, the focus
of local tax authorities on implemented
transfer pricing procedures in a country may
have an impact on results in another country.
In order to mitigate the transfer pricing
uncertainties, audits are executed on a
regular basis to safeguard the correct
implementation of the transfer pricing
directives.
Tax uncertainties on general service agreements
Due to the centralization of certain activities
in a limited number of countries (such as
research and development costs, centralized
costs for IT, and costs for corporate functions
and head office) costs are also centralized.
As a consequence, for tax reasons these costs
and / or revenues must be allocated to the
beneficiaries, i.e. the various Philips
entities. For that purpose, apart from specific allocation contracts for costs and revenues,
general service agreements (GSAs) are signed
with a large
number of entities. Tax authorities review the
implementation of GSAs, often auditing on
benefit test for a particular country or the
use of tax credits attached to GSAs and royalty
payments, and may reject the implemented
procedures. Furthermore, buy in/out situations
in case of (de)mergers could affect the tax
allocation of GSAs between countries. The same
applies to the specific allocation contracts.
98 Philips Annual Report 2006
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100 Report of the Supervisory Board
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Tax uncertainties due to disentanglements and
acquisitions
When a subsidiary of Philips is
disentangled, or a new company is acquired,
related tax uncertainties arise. Philips
creates merger and acquisition (M&A) teams for
these disentanglements or acquisitions. These
teams consist of specialists from various
corporate functions and are formed, amongst
other things, to identify hidden tax
uncertainties that could subsequently surface
when companies are acquired and to avoid tax
claims related to disentangled entities. These
tax uncertainties are investigated and assessed
to mitigate tax uncertainties in the future as
much as possible. Several tax uncertainties may
surface from M&A activities. Examples of
uncertainties are: applicability of the
participation exemption, allocation issues, and
non-deductibility of parts of the purchase
price.
Tax uncertainties due to permanent
establishments
In countries where Philips
starts new operations the issue of permanent
establishments may arise. This is due to the
fact that when operations in new countries are
led from other countries, there is a risk that
tax claims will arise in the new country as
well as in the initial country. Philips
assesses these uncertainties before the new
activities are started in a particular
country.
Tax uncertainties of losses carried forward
The value of the losses carried forward is not
only a matter of having sufficient profits
available within the loss-carried forward
period, but also a matter of sufficient profits within the foreseeable future in case of
losses carried forward with an indefinite
carryforward period.
Philips
Annual Report 2006 99
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Report of the Supervisory Board
General
The supervision of the policies and actions of
the executive management (the Board of
Management) of Koninklijke Philips Electronics
N.V. (the Company) is entrusted to the
Supervisory Board, which, in the two-tier
corporate structure under Dutch law, is a
separate body and fully independent of the
Board of Management. This independence is also
reflected in the requirement that members of
the Supervisory Board be neither a member of
the Board of Management nor an employee of the
Company. The Supervisory Board considers all
its members to be independent under the
applicable US standards and pursuant to the
Dutch Corporate Governance Code of December 9,
2003 (the Dutch Corporate Governance Code).
The Supervisory Board, acting in the interests
of the Company and the Philips Group,
supervises and advises the Board of Management
in performing its management tasks and setting
the direction of the Philips Groups business.
It is empowered to recommend to the General
Meeting of Shareholders persons to be appointed
as members of the Supervisory Board or the
Board of Management. Major management
decisions, including the Philips Group
strategy, require the approval of the
Supervisory Board. The Supervisory Board
further supervises the structure and management
of systems of internal business controls and
the financial reporting process. It determines
the remuneration of the individual members of
the Board of Management within the remuneration
policy adopted by the General Meeting of
Shareholders. While retaining overall
responsibility, the Supervisory Board assigns
certain of its tasks to three permanent
committees: the Corporate Governance and
Nomination & Selection Committee, the
Remuneration Committee and the Audit Committee.
The separate reports of these committees are
part of this report and are published below.
As in prior years, the Supervisory Board
discussed developments in the area of corporate
governance in 2006. Furthermore, the
Supervisory Board discussed the implementation
of section 404 of the US Sarbanes-Oxley Act and
its requirements regarding assessment, review
and monitoring of internal controls over financial reporting.
As in 2005, Philips addresses its overall
corporate governance structure in the
chapter Corporate governance of this
Annual Report.
Meetings and activities of the Supervisory Board
The Supervisory Board met 10 times in the
course of 2006, including meetings by telephone
conference; all of its members who were in office during the full year participated in 7 or
more of these meetings. The members of the
Board of Management were present at the
meetings of the Supervisory Board except when
they discussed the
composition and functioning of the Board of
Management and the Group Management Committee,
as well as the remuneration and performance of
individual members of the Board of Management
and the Group Management Committee. Extensive
evaluation of the functioning of the
Supervisory Board and its members has taken
place, resulting in several suggestions, which
will be given further consideration.
Furthermore, the training program for members
of the Supervisory Board was continued and
members of the Supervisory Board visited (head)
offices of three divisions to further
familiarize themselves with the business and
the respective management teams. An evaluation
of the Board of Management and its members has
also taken place, resulting in several
suggestions. In addition to the scheduled
meetings, the Chairman and other members of the
Supervisory Board had regular contact with the
President/Chief Executive Officer and other
members of the Board of Management as well as
senior executives of the Company throughout the
year.
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100 Report of the Supervisory Board
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110 Financial Statements |
During the year the Supervisory Board again
devoted considerable time to discussing the
Companys strategy. In particular the
separation and sale of the Semiconductors
division was discussed extensively. After
thorough evaluation of all available options
the Board of Management and the Supervisory
Board were jointly convinced that a sale of a
majority stake in the Companys Semiconductors
division to a private equity consortium
consisting of Kohlberg Kravis Roberts & Co.,
Silver Lake Partners, Bain Capital, Apax
Partners and AlpInvest Partners NV enhanced
shareholder value and was in the best interest
of the Company. The Supervisory Board also
discussed the capital structure of the Philips
Group and approved the share repurchase
programs announced in 2006 as well as proposals
to change the Companys dividend policy. The
Supervisory Board also evaluated opportunities
for acquisitions and partnerships, reviewed the
merger and acquisition approval policies and
approved several acquisitions, such as
Intermagnetics, Avent and Partners in Lighting.
Other discussion topics included:
|
|
financial performance of the Philips
Group and the divisions; |
|
|
|
status of merger and acquisition projects; |
|
|
|
management Agenda, Board of Management; |
|
|
|
the situation at LG.Philips Displays; |
|
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|
geographic performance and growth
opportunities in Emerging Markets; |
|
|
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the Philips Groups annual budget 2007 and
significant capital expenditures. |
Composition and remuneration
of the Supervisory Board
The Supervisory Board aims for an appropriate
combination of knowledge and experience among
its members in relation to the global and
multi-product character of the Companys
businesses. Consequently the Supervisory Board
aims for an appropriate level of experience in
marketing, technological, manufacturing, financial, economic, social and legal aspects of
international business and government and
public administration. The Supervisory Board
further aims to have available appropriate
experience within Philips by having one former
Philips executive as a member. Members are
appointed for fixed terms of four years and
may be re-appointed for two additional
four-year terms.
The Supervisory Board currently consists of ten
members, who are listed in the chapter Our
leadership of this Annual Report. At the 2006
General Meeting of Shareholders Mr De Kleuver
and Sir Richard Greenbury were re-appointed to
the Supervisory Board. At the 2007 General
Meeting of Shareholders, the present term of
Messrs Hessels, Van Lede and Thompson will end.
The Supervisory Board very much welcomes the
fact that these gentlemen, who have brought
valuable experience and knowledge to our Board,
are available for re-appointment. We shall make
a proposal to the 2007 General Meeting of
Shareholders to re-appoint Messrs Hessels, Van
Lede and Thompson.
We will also propose to the 2007 General
Meeting of Shareholders to appoint Mr Von
Prondzynski as member of the Supervisory Board
as of March 29, 2007. Mr Von Prondzynski is a
former member of the Corporate Executive
Committee of the F.Hoffman-La Roche Group and
former CEO of the Division Diagnostics Roche.
The remuneration of the members of the
Supervisory Board and the additional
remuneration for its Chairman and the members
of its committees is determined by the General
Meeting of Shareholders. The 2005 General
Meeting of Shareholders resolved to adjust the
fee structure for the Chairman and members of
the Supervisory Board and its committees. As
from January 1, 2005, the annual remuneration
is EUR 41,000 per year for members of the
Supervisory Board and EUR 75,000 for the
Chairman. The annual remuneration for a regular
member of a committee is EUR 4,500, for the
chairman of a committee EUR 6,000 and for the
chairman of the Audit Committee EUR 7,000;
details are disclosed in note 34 of this Annual
Report.
Report of the Corporate Governance and
Nomination & Selection Committee
The Corporate Governance and Nomination &
Selection Committee consists of the Chairman
and Vice-Chairman of the Supervisory Board. In
line with the New York Stock Exchange listing
rules and other developments in
the field of corporate governance, the
committee reviews the corporate governance
principles applicable to the Company at least
once a year, and advises the Supervisory Board
on any changes to these principles as it deems
appropriate. In 2006, the committee discussed
the further steps the Company could take to
improve its corporate governance and the way
the Dutch Corporate Governance Code has been
implemented. In accordance with its charter,
Philips
Annual Report 2006 101
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
the Corporate Governance and Nomination &
Selection Committee consulted in 2006 with the
President/CEO and other members of the Board of
Management on the appointment or re-appointment
of candidates for Supervisory Board membership
and candidates to fill current and future
vacancies on the Board of Management and the
Group Management Committee, prepared decisions
and advised the Supervisory Board on the
candidates for appointment, and supervised the
policy of the Board of Management on the
selection criteria and appointment procedures
for Philips senior management.
At the 2006 General Meeting of Shareholders,
the heads of the five operating divisions
were appointed as members of the Board of
Management. The officers involved are Messrs
Karvinen, Ragnetti, Provoost, Van Deursen and
Van Houten.
In connection with the sale of the
Semiconductors division Mr Van Houten, CEO of
the Semiconductors division, relinquished his
position as member of the Board of Management
on September 29, 2006 to become the CEO of NXP
Semiconductors. On December 1, 2006, Mr
Karvinen, until November 1, 2006 the CEO of the
Medical Systems division, relinquished his
position as member of the Board of Management
and left the company to become CEO of Stora
Enso. As of November 1, 2006, Mr Rusckowski
succeeded Mr Karvinen as CEO of the Medical
Systems division and was appointed as member of
the Group Management Committee on the same
date. We would like to thank Messrs Van Houten
and Karvinen for their substantial contribution
to the performance of Philips.
The present four-year term of Mr Kleisterlee is
due to expire in 2008. In light of the
importance of continuity in the successful
implementation of the Companys strategy, the
Supervisory Board has deemed it desirable to
ask Mr Kleisterlee to stay on as President/CEO
beyond that date. The Supervisory Board is
pleased he is prepared to do so. To reflect
this continuity it has been decided to propose
to the 2007 General Meeting of Shareholders to
re-appoint Mr Kleisterlee as President/CEO and
member of the Board of Management for a new
four-year term ending April 1, 2011.
As of April 1, 2007, Mr Dutinés term as member
of the Board of Management will end. We are
grateful that he has made himself available for
another term, and thus the Supervisory Board
will propose to the 2007 General
Meeting of Shareholders to re-appoint Mr
Dutiné as member of the Board of Management.
The Supervisory Board, in accordance with the
Articles of Association, will also propose, to
the 2007 General Meeting of Shareholders, to
appoint Mr Rusckowski, CEO of the Medical
Systems division, as member of the Board of
Management, effective April 1, 2007.
In respect of the Group Management Committee,
the following other changes occurred in 2006.
On May 1, 2006, Mr Westerlaken retired as
member of the Group Management Committee. As
of April 1, 2006, Mr Harwig was appointed as
member of the Group Management Committee and
succeeded Mr Huijser as Chief Technology Officer.
Mr Ruizendaal, Chief Strategy Officer and
Group Controller, and Mr Coutinho, Chief
Legal Officer and Company Secretary, were
appointed as members of the Group Management
Committee as of February 1, 2007. Also as of
February 1, 2007, Mr Kroese succeeded Mr
Hooghiemstra as global head of Human
Resources Management and was appointed as
member of the Group Management Committee on
the same date.
Report of the Remuneration Committee
The Remuneration Committee, currently
consisting of four members, who are listed in
the chapter Our leadership of this Annual
Report, is responsible for preparing decisions
of the Supervisory Board on the remuneration
of individual members of the Board of
Management and the Group Management Committee.
It met five times in 2006. The Remuneration
Committee proposes to the Supervisory Board
the remuneration policy for members of the
Board of Management and other members of the
Group Management Committee, and reports
annually to the Supervisory Board on the
implementation of this remuneration policy.
The Supervisory Board, through the
Remuneration Committee, implements this policy
and determines on the basis of this policy the
remuneration of the individual members of the
Board of Management and other members of the
Group Management Committee. In performing its
duties and responsibilities the Remuneration
Committee is assisted by a remuneration expert
acting on the basis of a protocol ensuring
that the expert acts on the instructions of
the Remuneration Committee and on an
independent basis in which conflicts of
interest are avoided. The Remuneration
Committees tasks are laid down in the Charter
of the
102 Philips Annual Report 2006
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
Remuneration Committee that forms part of the
Rules of Procedure of the Supervisory Board.
Currently, no member of the Remuneration
Committee is a member of the management board
of another listed company.
General remuneration policy
The objective of the remuneration policy for
members of the Board of Management, approved
by the 2004 General Meeting of Shareholders,
lastly amended by the 2006 General Meeting of
Shareholders and published on the Companys
website (www.philips.com/investor), is in
line with that for Philips executives
throughout the Philips Group: to focus on
improving the performance of the Company and
enhancing the value of the Philips Group, to
motivate and retain them, and to be able to
attract other highly qualified executives to
enter into Philips service, when required.
In order to link executive remuneration to
the Companys performance, the remuneration
package includes a significant variable
part in the form of an annual cash
incentive and a long-term incentive in the
form of restricted share rights and stock
options.
Base salary
Base salaries are based on a
function-related salary system. When first appointed, an individual Board of
Management members base salary will
usually be below the maximum
function-related salary.
Maximum base salary
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
Chairman |
|
|
1,020,000 |
|
|
|
1,020,000 |
|
|
|
1,050,000 |
|
Member |
|
|
660,000 |
|
|
|
675,000 |
|
|
|
700,000 |
|
In line with market developments shown by
benchmark research and additional market
studies, the maximum function-related salary
levels in 2006 have been increased. In 2006,
the (maximum) function-related salary of the
President/CEO was increased from EUR 1,020,000
to EUR 1,050,000 and that of the members of
the Board of Management was increased from EUR
675,000 to EUR 700,000. The annual review date
for the base salary is April 1. Adjustment of
individual salaries is influenced by the
(annual) adjustment, if any, of the
function-related salary levels and the
progress to the (maximum) function-related
salary level if this level has not yet been
reached. The individual salary levels are
shown in the table in note 34 of this Annual
Report.
Annual Incentive
Each year, a variable cash incentive (Annual
Incentive) can be earned, based on the
achievement of specific and challenging
targets.
The Annual Incentive criteria are for 80% the
financial indicators of the Company and for
20% team targets in the areas of
responsibility monitored by the individual
members of the Board of Management. The financial targets (currently net income with a
cash flow threshold and comparable sales
growth) are determined
upfront with measurable quantitative
performance criteria and will not be adjusted
during the year.
The financial targets, based on US GAAP financial measures, as well as the team targets
pursue value creation as the main business
objective and are set aiming for a
year-over-year improvement, taking into
account general trends in the relevant
markets. The related targets for the
individual members of the Board of Management
are determined annually at the beginning of
the year by the Remuneration Committee on
behalf of the Supervisory Board.
The on-target Annual Incentive percentage is
set at 60% of the base salary for members of
the Board of Management and 80% of the base
salary for the President/CEO, and the maximum
Annual Incentive achievable is 90% of the
annual base salary and for the President/CEO
120% of the annual base salary. In exceptional
circumstances, the Remuneration Committee may
decide to increase this percentage by 20%
(resulting in an Annual Incentive percentage
of 108% for members and 144% for the
President/CEO). The Annual Incentive pay-out
in any year relates to the achievements of the
preceding financial year in relation to
agreed targets. As a result, Annual Incentives
paid in 2006 relate to the salary levels and
the performance in the year 2005. Similarly,
the Annual Incentive payable in 2007 will be
calculated on the basis of the 2006 annual
results.
The 2005 results led to an Annual Incentive
pay-out in 2006 based on the degree of
achievement of the financial target and
team targets for 2005.
The Annual Incentive pay-out in 2006 and
for the previous two years is shown in
the next tables.
Philips
Annual Report 2006 103
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6 Financial highlights
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8 Message from the President
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14 Our leadership
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20 The Philips Group |
Pay-out in 20061)
in euros
|
|
|
|
|
|
|
|
|
|
|
realized annual | |
|
as a % of base |
|
|
|
incentive |
| |
salary (2005) |
|
G.J. Kleisterlee |
|
|
1,150,560 |
|
|
|
112.8 |
% |
P-J. Sivignon |
|
|
219,191 |
|
|
|
84.6 |
%2) |
G.H.A. Dutiné |
|
|
433,998 |
|
|
|
84.6 |
% |
T.W.H.P. van Deursen |
|
|
|
|
|
|
|
3) |
R.S. Provoost |
|
|
|
|
|
|
|
3) |
A. Ragnetti |
|
|
|
|
|
|
|
3) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Pay-out related to period June 15 -
December 31, 2005 |
|
3) |
|
Pay-out not related to period of board membership |
Pay-out in 20051)
in euros
|
|
|
|
|
|
|
|
|
|
|
realized annual | |
|
as a % of base |
|
|
|
incentive |
| |
salary (2004) |
|
G.J. Kleisterlee |
|
|
1,028,160 |
|
|
|
100.8 |
% |
P-J. Sivignon |
|
|
|
|
|
|
|
2) |
G.H.A. Dutiné |
|
|
509,040 |
|
|
|
100.8 |
% |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
No pay-out in 2005 since Mr Sivignon joined Philips on June 15, 2005 |
Pay-out in 20041)
in euros
|
|
|
|
|
|
|
|
|
|
|
realized annual | |
|
as a % of base |
|
|
|
incentive |
|
salary (2003) |
|
G.J. Kleisterlee |
|
|
867,600 |
|
|
|
86.8 |
% |
G.H.A. Dutiné |
|
|
438,138 |
|
|
|
86.8 |
% |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
For further transparency from now onwards
the pay-out over the past year will be
included. Based upon the 2006 results as
published in this Annual Report, the realized
annual incentive amounts mentioned in the
table below will be paid to members of the
Board of Management in April 2007.
Pay-out in 20071)
in euros
|
|
|
|
|
|
|
|
|
|
|
realized annual | |
|
as a % of base |
|
|
|
incentive |
|
salary (2006) |
|
G.J. Kleisterlee |
|
|
1,186,618 |
|
|
|
113.0 |
% |
P-J. Sivignon |
|
|
508,550 |
|
|
|
84.8 |
% |
G.H.A. Dutiné |
|
|
513,691 |
|
|
|
93.4 |
% |
T.W.H.P. van Deursen |
|
|
380,190 |
|
|
|
92.2 |
%2) |
R.S. Provoost |
|
|
335,551 |
|
|
|
85.2 |
%2) |
A. Ragnetti |
|
|
354,893 |
|
|
|
99.6 |
%2) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Pay-out related to period of board membership April 1 - December 31, 2006 |
Special payment Semiconductors transaction
The Supervisory Board has awarded a selected
number of key employees a special payment
related to the sale of a majority stake in the
Semiconductors division. Such payment has also
been granted to certain members of the Board
of Management in light of the achievements
that have been realized in this transaction.
The amounts concerned are EUR 400,000 for Mr
Van Houten, EUR 350,000 for Mr Kleisterlee and
EUR 300,000 for Mr Sivignon. See also note 34
of this Annual Report.
Long-Term Incentive Plan
For many years Philips has operated a
Long-Term Incentive Plan (LTIP), which has
served to align the interests of the
participating employees with the shareholders
interests and to attract, motivate and retain
participating employees. Until 2002, the
long-term incentive awards consisted
exclusively of stock options, but since 2003
an LTIP approved by the General
Meeting of Shareholders has been in place
consisting of a mix of restricted share rights
and stock options.
By granting additional (premium) shares after
the grantees have held the restricted shares
for three years after delivery, provided they
are still in service, grantees will be more
stimulated to focus on the longer term as
shareholders of the Company.
The actual number of long-term incentives
that will be granted to members of the Board
of Management, the other members of the Group
Management Committee, executives and other
key employees depends on the team and/or
individual performance and on the share
performance of Philips and are aimed at
median level
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54 The Philips sectors
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86 Risk management
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100 Report of the Supervisory Board
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110 Financial Statements |
of the relevant markets. As the value of the current grant levels has come down below
market median, the grant levels will be increased in order to bring the value more in line
with the market median. This also applies to members of the Board of Management including
the President/CEO.
The share performance of Philips is measured on the basis of the Philips Total Shareholder Return
(TSR) compared to the TSR of a peer group of leading multinational electronics/electrical equipment
companies over a three-year period*. The TSR performance of Philips and the companies in the peer
group is divided into quintiles. Based on this relative TSR position at the end of December, the
Supervisory Board establishes a multiplier which varies from 0.8 1.2 and depends on the quintile
in which the Philips TSR results fall. For 2006, the Supervisory Board has applied a multiplier of
1.0, based on the Philips share performance over the period from the last working day in December
2002 to December 31, 2005.
Based on this calculation method, the 2003
General Meeting of Shareholders approved a pool
of 12 million stock options and 4 million
restricted share rights (based on a multiplier
of 1.1 but excluding premium shares). Every
individual grant, the size of which depends on
the positions (often job grade) and performance
of the individuals, will be multiplied by the
outcome of the multiplier.
In 2006 7,164,384 stock options and 2,466,189
restricted share rights were granted under the
LTIP (excluding the premium shares to be
delivered after a three-year holding period);
in 2005, 6,575,982 stock options and 2,252,808
restricted share rights were granted.
The 2006 General Meeting of Shareholders
approved the amendment of the maximum
allocation from 2.5% to 3.0% of the annual
LTIP pool-size to members of the Board of
Management.
Grants to members of the Board of
Management under the Long-Term Incentive
Plan:
Long-Term Incentive Plan 2006 1,2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted |
|
|
|
stock options |
|
|
share rights |
|
G.J. Kleisterlee |
|
|
48,006 |
|
|
|
16,002 |
|
P-J. Sivignon |
|
|
33,003 |
|
|
|
11,001 |
|
G.H.A. Dutiné |
|
|
30,006 |
|
|
|
10,002 |
|
T.W.H.P. van Deursen |
|
|
30,006 |
|
|
|
10,002 |
|
R.S. Provoost |
|
|
30,006 |
|
|
|
10,002 |
|
A. Ragnetti |
|
|
27,000 |
|
|
|
9,000 |
|
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Long-Term Incentive Multiplier of 1.0 applied |
Long-term Incentive Plan 20051,2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted |
|
|
|
stock options |
|
|
share rights |
|
G.J. Kleisterlee |
|
|
48,006 |
|
|
|
16,002 |
|
P-J. Sivignon |
|
|
32,004 |
|
|
|
10,668 |
|
G.H.A. Dutiné |
|
|
32,004 |
|
|
|
10,668 |
|
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Long-Term Incentive Multiplier of 1.0 applied |
Long-term Incentive Plan 2004 1,2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted |
|
|
|
stock options |
|
|
share rights |
|
G.J. Kleisterlee |
|
|
48,006 |
|
|
|
16,002 |
|
G.H.A. Dutiné |
|
|
32,004 |
|
|
|
10,668 |
|
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Long-Term Incentive Multiplier of 1.0 applied |
For more details of the Long-Term
Incentive Plan, see note 33 of this
Annual Report.
According to Philips Rules of Conduct with
respect to inside information, members of the
Board of Management (and the other members of
the Group Management Committee) are only
allowed to trade in Philips securities
(including the exercise of stock options)
during windows of ten business days following
the publication of annual and quarterly results
(provided the person involved has no inside
information regarding Philips at that time)
unless an exemption is available.
|
|
|
* |
|
Electrolux, Emerson Electric, Ericsson,
General Electric, Gillette, Hitachi, IBM,
Intel, LG Electronics, Lucent, Marconi,
Matsushita, Motorola, NEC, Nokia,
Philips, Samsung, Sanyo Electric, Sharp,
Siemens, Sony, Texas Instruments, Tyco
International, Whirlpool. |
Philips
Annual Report 2006 105
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
To further align the interests of the
members of the Board of Management and
shareholders, restricted shares granted to the
Board of Management members shall be retained
for a period of at least five years or until
at least the end of their employment, if this
period is shorter. Similarly for other Philips
Senior Executives compulsory share ownership
was introduced in 2004.
Total cash pay-out
The total cash pay-out in any year is the sum
of the base salary received in the year
concerned and the bonus pay-out related to the
previous year. The total cash pay-out in 2006
(and in previous two years) for each member of
the Board of Management is presented in the
next table.
Total cash pay-out1)
|
|
|
|
|
|
|
|
|
|
|
|
|
in euros |
|
2004 |
|
|
2005 |
|
|
2006 |
|
G.J. Kleisterlee |
|
|
1,882,600 |
|
|
|
2,048,160 |
|
|
|
2,543,060 |
3) |
P-J. Sivignon |
|
|
|
|
|
|
259,091 |
2) |
|
|
1,087,941 |
3) |
G.H.A. Dutiné |
|
|
943,138 |
|
|
|
1,020,040 |
|
|
|
974,748 |
|
T.W.H.P. van Deursen |
|
|
|
4) |
|
|
|
4) |
|
|
412,500 |
5) |
R.S. Provoost |
|
|
|
4) |
|
|
|
4) |
|
|
393,750 |
5) |
A. Ragnetti |
|
|
|
4) |
|
|
|
4) |
|
|
356,250 |
5) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Related to period June 15 December 31, 2005 |
|
3) |
|
Including a special payment for the sale of the Semiconductors division |
|
4) |
|
Before date of appointment as member of the Board of Management (April 1, 2006) |
|
5) |
|
Related to period April 1 December 31, 2006 |
Percentage variable remuneration
The variable performance-based reward part of
the members of the Board of Management is
presented in the table below.
Variable remuneration as % of total remuneration1,2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
G.J. Kleisterlee |
|
|
62.8 |
% |
|
|
62.1 |
% |
|
|
65.7 |
% |
P-J. Sivignon |
|
|
|
|
|
|
|
|
|
|
58.4 |
% |
G.H.A. Dutiné |
|
|
66.4 |
% |
|
|
64.8 |
% |
|
|
64.0 |
% |
T.W.H.P. van Deursen |
|
|
|
|
|
|
|
|
|
|
|
3) |
R.S. Provoost |
|
|
|
|
|
|
|
|
|
|
|
3) |
A. Ragnetti |
|
|
|
|
|
|
|
|
|
|
|
3) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
|
2) |
|
Restricted shares based upon
actual grant price and stock options based
upon Black-Scholes value of the actual
grant price in a particular year (see note
33 share-based compensation) |
|
3) |
|
Due to incomplete year as member
of the Board of Management, no variable
remuneration related to Board of
Management period is mentioned |
Pensions
As of January 1, 2006, a new pension plan is in
force for all Philips executives in the Dutch
pension fund born after January 1, 1950. This
includes members of the Board of Management and
other members of the Group Management
Committee. The new plan is based on a
combination of defined-benefits (career
average) and defined-contribution and replaces
the previous final pay plan. The target
retirement age under the new plan is 62.5. The
plan does not require employee contributions.
Messrs Kleisterlee and Van Deursen continued to
participate in the old plan till they reached
the age of 60. Since then no further accrual
took place under this plan.
Additional arrangements
In addition to the main conditions of
employment, a number of additional arrangements
apply to members of the Board of Management.
These additional arrangements, such as expense
and relocation allowances, medical insurance,
accident insurance and company car
arrangements, are broadly in line with those
for Philips executives in the Netherlands. In
the event of disablement, members of the Board
of Management are entitled to benefits in line
with those for other Philips executives in the
Netherlands.
In line with regulatory requirements, the
Companys policy forbids personal loans to
members of the Board of Management as well as
to other members of the Group Management
Committee, and consequently no loans were
granted to such members in 2006, nor were such
loans outstanding as of December 31, 2006.
Unless the law provides otherwise, the members
of the Board of Management and of the
Supervisory Board shall be reimbursed by the
Company for various costs and expenses, like
reasonable costs of defending claims, as
formalized in the articles of association.
Under certain circumstances, described in the
articles of association, such as an act or
failure to act by a member of the Board of
Management or a member of the Supervisory Board
that can be characterized as intentional
(opzettelijk), intentionally reckless
(bewust roekeloos) or seriously culpable
(ernstig verwijtbaar), there will be no
entitlement to this reimbursement. The Company
has also taken out liability insurance (D&O -
Directors & Officers) for the persons
concerned.
106 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Contracts of employment
Members of the Board of Management have a
contract of employment with the Company. The
form of contract used for members of the Board
of Management is in line with the standard form
used for other Philips executives. As from
August 1, 2003, for newly appointed members of
the Board of Management and the other members
of the Group Management Committee, the term of
the contract is set at four years. In case the
Company terminates the contract of employment,
the maximum severance payment is in principle
limited to one year of base salary in line with
the Dutch Corporate Governance Code but subject
to mandatory Dutch law, to the extent
applicable. If the maximum of one years salary
would be manifestly unreasonable for a member
of the Board of Management who is dismissed
during his first term of office, the member of
the Board of Management shall be eligible for a
severance payment not exceeding twice the
annual salary. The contract terms for current
members of the Board of Management are
presented in the table below.
Contract terms for current members1)
|
|
|
|
|
|
|
end of term |
|
G.J. Kleisterlee |
|
October 1, 2008 |
P-J. Sivignon |
|
June 15, 2009 |
G.H.A. Dutiné |
|
April 1, 2007 |
T.W.H.P. van Deursen |
|
April 1, 2008 |
R.S. Provoost |
|
April 1, 2010 |
A. Ragnetti |
|
April 1, 2010 |
|
|
|
1) |
|
Reference date for board membership is December 31, 2006 |
Outlook 2007
The maximum base salaries for the members
of the Board of Management will be
increased in line with market developments.
Since the sale of a majority stake in the
Semiconductors division, the existing list of
TSR peer group companies contains companies
with which Philips does not compare itself any
longer. It has been decided to compose a new
peer group and to design a simplified
TSR-based multiplier. Both elements will be
submitted to the 2007 General Meeting of
Shareholders for approval.
The sale of a majority stake in the
Semiconductors division has shown that in
certain extraordinary circumstances (such as
major joint ventures, acquisitions and
divestments) a further refinement of the
remuneration policy, allowing ad-hoc payments
or incentives, is desirable. A proposal will
be submitted to the 2007 General Meeting of
Shareholders.
Report of the Audit Committee
The Audit Committee, currently consisting of
four members of the Supervisory Board, who are
listed in the chapter Our leadership of this
Annual Report, assists the Supervisory Board
in fulfilling its supervisory
responsibilities for the integrity of the
Companys financial statements, the financial reporting process, the system of
internal business controls and risk
management, the internal and external audit
process, the internal and external auditors
qualifications, independence and performance,
as well as the Companys process for
monitoring compliance with laws and
regulations and the General Business
Principles (GBP).
The Audit Committee met six times in 2006 and reported its
findings periodically to the plenary Supervisory Board. The
President, the Chief Financial Officer, the Internal Auditor, the
Group Controller and the External Auditor attended all meetings.
Furthermore, the Audit Committee met each quarter separately with
each of the President, the Chief Financial Officer, the Internal
Auditor and the External Auditor. In accordance with its charter,
which is part of the Rules of Procedure of the Supervisory Board,
the Audit Committee in 2006 reviewed the Companys annual and
interim financial statements, including non-financial
information, prior to publication thereof. It also assessed in
its quarterly meetings the adequacy and appropriateness of
internal control policies and internal audit programs and their
findings.
In its 2006 meetings, the Audit Committee reviewed periodically
matters relating to accounting policies and compliance with
accounting standards. Compliance with statutory and legal
requirements and regulations, particularly in the financial domain,
was also reviewed. Important findings and identified risks were
examined thoroughly in order to allow appropriate measures to be
taken. With regard to the internal audit, the Audit Committee
reviewed the internal audit charter, audit plan,
Philips
Annual Report 2006 107
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
audit scope and its coverage in relation to
the scope of the external audit, as well as the
staffing, independence and organizational
structure of the internal audit function. With
regard to the external audit, the Audit
Committee reviewed the proposed audit scope,
approach and fees, the independence of the
external auditors, their performance, non-audit
services provided by the external auditors in
conformity with the Philips Policy on Auditor
Independence, as well as any changes to this
policy. The Audit Committee also considered the
report of the external auditors with respect to
the annual financial statements and advised on
the Supervisory Boards statement to
shareholders in the annual accounts.
The aggregate fees billed by KPMG for
professional services rendered for the
fiscal years 2004, 2005 and 2006 were as
follows:
Aggregate fees KPMG
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
|
2006 |
|
Audit fees |
|
|
14.1 |
|
|
|
14.4 |
|
|
|
20.6 |
|
Audit-related fees |
|
|
2.8 |
|
|
|
5.0 |
|
|
|
9.8 |
|
Tax fees |
|
|
1.0 |
|
|
|
1.3 |
|
|
|
0.9 |
|
Other fees |
|
|
3.4 |
|
|
|
2.9 |
|
|
|
2.4 |
|
|
|
|
21.3 |
|
|
|
23.6 |
|
|
|
33.7 |
|
Audit fees consist of fees for the
examination of both the consolidated financial statements (EUR 7.0 million) and
statutory financial statements (EUR 5.0
million), as well as the audit of internal
controls over financial reporting (EUR 8.6
million). Audit-related fees consist of fees
in connection with audits of acquisitions and
divestments (EUR 4.4 million), other
audit-related fees (EUR 4.6 million) and
attest services not required by statutes or
regulations (EUR 0.8 million). Tax fees (EUR
0.9 million) mainly relate to tax compliance
and expatriate tax services. Other fees
comprise royalty audit fees (EUR 1.9 million)
and sustainability and other services (EUR
0.5 million).
In 2006 the Audit Committee further
periodically discussed the Companys policy
on business controls, the GBP including the
deployment thereof, and the Companys major
areas of risk, including the internal
auditors reporting thereon. The Audit
Committee was informed on, discussed and
monitored closely the progress of the
Company in preparing for new
internal control certification
requirements, in particular the
implementation of section 404 of the US
Sarbanes-Oxley Act and its requirements
regarding assessment, review and monitoring
of internal controls that are effective as of
the financial year 2006. It also discussed
tax issues, IT, litigation (including
asbestos) and related provisions,
environmental exposures and financial
exposures in the area of treasury, real
estate policy and pensions (e.g. the funding
of the UK pension fund), accounting treatment
of acquisitions, financial holdings and
MedQuist, as well as a financial evaluation
of the investments made in 2003.
Financial statements 2006
The financial statements of Koninklijke
Philips Electronics N.V. for 2006, as
presented by the Board of Management, have
been audited by KPMG Accountants N.V.,
independent auditors. Their reports have been
included in the chapters IFRS information and
Company financial statements of this Annual
Report. We have approved these financial
statements, and all individual members of the
Supervisory Board (together with the members
of the Board of Management) have signed these
documents.
We recommend to shareholders that they
adopt the 2006 financial statements. We
likewise recommend to shareholders that
they adopt the proposal of the Board of
Management to pay a dividend of EUR 0.60
per common share.
Finally, we would like to express our
thanks to the members of the Board of
Management, the Group Management
Committee and all other employees for
their continued contribution during the
year.
February 19, 2007
The Supervisory Board
108 Philips Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Philips
Annual Report 2006 109
|
|
|
|
|
|
|
6 Financial highlights
|
|
8 Message from the President
|
|
14 Our leadership
|
|
20 The Philips Group |
Financial statements
110 Philips
Annual Report 2006
|
|
|
|
|
|
|
54 The Philips sectors
|
|
86 Risk management
|
|
100 Report of the Supervisory Board
|
|
110 Financial Statements |
Notes
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
|
130 |
|
1 |
|
Discontinued operations |
131 |
|
2 |
|
Acquisitions and divestments |
136 |
|
3 |
|
Income from operations |
137 |
|
4 |
|
Restructuring and impairment charges |
139 |
|
5 |
|
Financial income and expenses |
139 |
|
6 |
|
Income taxes |
141 |
|
7 |
|
Investments in equity-accounted investees |
143 |
|
8 |
|
Earnings per share |
143 |
|
9 |
|
Receivables |
143 |
|
10 |
|
Inventories |
143 |
|
11 |
|
Other current assets |
144 |
|
12 |
|
Other non-current financial assets |
144 |
|
13 |
|
Non-current receivables |
144 |
|
14 |
|
Other non-current assets |
145 |
|
15 |
|
Property, plant and equipment |
146 |
|
16 |
|
Intangible assets excluding goodwill |
146 |
|
17 |
|
Goodwill |
147 |
|
18 |
|
Accrued liabilities |
147 |
|
19 |
|
Provisions |
148 |
|
20 |
|
Pensions |
153 |
|
21 |
|
Postretirement benefits other than pensions |
155 |
|
22 |
|
Other current liabilities |
155 |
|
23 |
|
Short-term debt |
156 |
|
24 |
|
Long-term debt |
157 |
|
25 |
|
Other non-current liabilities |
157 |
|
26 |
|
Contractual obligations |
157 |
|
27 |
|
Contingent liabilities |
160 |
|
28 |
|
Stockholders equity |
160 |
|
29 |
|
Cash from derivatives |
160 |
|
30 |
|
Proceeds other non-current financial assets |
160 |
|
31 |
|
Assets in lieu of cash from sale businesses |
161 |
|
32 |
|
Related-party transactions |
161 |
|
33 |
|
Share-based compensation |
166 |
|
34 |
|
Information on remuneration |
170 |
|
35 |
|
Fair value of financial assets and liabilities |
170 |
|
36 |
|
Other financial instruments |
171 |
|
37 |
|
Subsequent events |
|
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
191 |
|
38 |
|
Discontinued operations |
192 |
|
39 |
|
Acquisitions and divestments |
197 |
|
40 |
|
Income from operations |
199 |
|
41 |
|
Financial income and expenses |
199 |
|
42 |
|
Income taxes |
201 |
|
43 |
|
Investments in equity-accounted investees |
203 |
|
44 |
|
Earnings per share |
203 |
|
45 |
|
Other current assets |
203 |
|
46 |
|
Other non-current assets |
204 |
|
47 |
|
Property, plant and equipment |
205 |
|
48 |
|
Intangible assets excluding goodwill |
205 |
|
49 |
|
Goodwill |
206 |
|
50 |
|
Accrued liabilities |
206 |
|
51 |
|
Provisions |
207 |
|
52 |
|
Pensions and postretirement benefits |
210 |
|
53 |
|
Short-term debt |
211 |
|
54 |
|
Long-term debt |
212 |
|
55 |
|
Other non-current liabilities |
212 |
|
56 |
|
Contractual obligations |
213 |
|
57 |
|
Contingent liabilities |
215 |
|
58 |
|
Assets in lieu of cash from sale businesses |
215 |
|
59 |
|
Fair value of financial assets and liabilities |
216 |
|
60 |
|
Subsequent events |
|
|
|
|
|
|
|
|
|
Notes to the company financial statements |
|
|
|
|
|
220 |
|
A |
|
Receivables |
220 |
|
B |
|
Other current assets |
220 |
|
C |
|
Investments in affiliated companies |
221 |
|
D |
|
Other non-current financial assets |
221 |
|
E |
|
Property, plant and equipment |
221 |
|
F |
|
Other current liabilities |
221 |
|
G |
|
Short-term debt |
221 |
|
H |
|
Provisions |
222 |
|
I |
|
Long-term debt |
222 |
|
J |
|
Stockholders equity |
222 |
|
K |
|
Net income |
222 |
|
L |
|
Employees |
222 |
|
M |
|
Obligations not appearing in the balance sheet |
Philips
Annual Report 2006 111
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
-
Managements report
-
Auditors report
Group financial statements
Managements report on internal control
over financial reporting pursuant to section
404 of the US Sarbanes-Oxley Act
The Board of Management of Koninklijke Philips Electronics N.V. (the
Company) is responsible for establishing and maintaining an adequate system
of internal control over financial reporting (as such term is defined in Rule
13a-15(f) under the US Securities Exchange Act). Internal control over
financial reporting is a process to provide reasonable assurance regarding
the reliability of our financial reporting for external purposes in
accordance with accounting principles generally accepted in the United States
of America (US GAAP).
Internal control over financial reporting
includes maintaining records that in
reasonable detail accurately and fairly
reflect our transactions; providing reasonable
assurance that transactions are recorded as
necessary for preparation of our financial
statements; providing reasonable assurance
that receipts and expenditures of company
assets are made in accordance with management
authorization; and providing reasonable
assurance that unauthorized acquisition, use
or disposition of company assets that could
have a material effect on our financial
statements would be prevented or detected on a
timely basis. Because of its inherent
limitations, internal control over financial
reporting is not intended to provide absolute
assurance that a misstatement of our financial
statements would be prevented or detected.
The Board of Management conducted an assessment
of the Companys internal control over
financial reporting based on the Internal
Control Integrated Framework established by
the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Based on that
assessment, the Board of Management concluded
that, as of December 31, 2006, the Companys
internal control over US GAAP financial
reporting is considered effective.
The Board of Managements assessment of the
effectiveness of the Companys internal control
over financial reporting as of December 31,
2006, excluded the following companies acquired
by the Company after January 1, 2006: Lifeline
Systems, Witt Biomedical Corporation,
Intermagnetics General Corporation, Avent,
Bodine and PowerSentry. These acquisitions are
wholly-owned subsidiaries of the Company whose
total assets represented 5% of consolidated
total assets and less than 1% of consolidated
net sales of the Company as of and for the year
ended December 31, 2006. If adequately
disclosed, companies are allowed to exclude
acquisitions from their assessment of internal
control over financial reporting during the
first year of an acquisition while integrating
the acquired company under guidelines
established by the US Securities and Exchange
Commission.
The Board of Managements assessment of the
effectiveness of the Companys internal
control over US GAAP financial reporting as
of December 31, 2006, as included in this
chapter Group financial statements, has been
audited by KPMG Accountants N.V., an
independent registered public accounting
firm, as stated in their report which
follows hereafter.
February 19, 2007
Board of Management
112 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
Report of independent registered public accounting firm
To the Supervisory Board and
Shareholders of Koninklijke Philips
Electronics N.V.:
We have audited the accompanying consolidated
balance sheets of Koninklijke Philips
Electronics N.V. and subsidiaries as of
December 31, 2006 and 2005, and the related
consolidated statements of income,
stockholders equity and cash flows for each of
the years in the three-year period ended
December 31, 2006, appearing on page 114 to
171. We also have audited managements
assessment, included in the accompanying
Managements Report on Internal Control over
financial reporting, appearing on the previous
page, that Koninklijke Philips Electronics N.V.
and subsidiaries maintained effective internal
control over financial reporting prepared in
accordance with accounting principles generally
accepted in the United States of America as of
December 31, 2006, based on the criteria
established in Internal ControlIntegrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission
(COSO). Koninklijke Philips Electronics N.V.
and subsidiaries management is responsible for
these consolidated financial statements, for
maintaining effective internal control over
financial reporting, and for its assessment of
the effectiveness of internal control over
financial reporting. Our responsibility is to
express an opinion on these consolidated
financial statements, an opinion on
managements assessment, and an opinion on the
effectiveness of the Companys internal control
over financial reporting based on our audits.
We conducted our audits in accordance with the
standards of the Public Company Accounting
Oversight Board (United States). Those
standards require that we plan and perform the
audits to obtain reasonable assurance about
whether the financial statements are free of
material misstatement and whether effective
internal control over financial reporting was
maintained in all material respects. Our audit
of financial statements included examining, on
a test basis, evidence supporting the amounts
and disclosures in the financial statements,
assessing the accounting principles used and
significant estimates made by management, and
evaluating the overall financial statement
presentation. Our audit of internal control
over financial reporting included obtaining an
understanding of internal control over
financial reporting, evaluating managements
assessment, testing and evaluating the design
and operating effectiveness of internal
control, and performing such other procedures
as we considered necessary in the
circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A companys internal control over financial
reporting is a process designed to provide
reasonable assurance regarding the reliability
of financial reporting and the preparation of
financial statements for external purposes in
accordance with generally accepted accounting
principles in the United States. A companys
internal control over financial reporting
includes those policies and procedures that (1)
pertain to the maintenance of records that, in
reasonable detail, accurately and fairly
reflect the transactions and dispositions of
the assets of the company; (2) provide
reasonable assurance that transactions are
recorded as necessary to permit preparation of
financial statements in accordance with
generally accepted accounting principles in the
United States and that receipts and
expenditures of the company are being made only
in accordance with authorizations of management
and directors of the company; and (3) provide
reasonable assurance regarding prevention or
timely detection of unauthorized
acquisition, use, or disposition of the
companys assets that could have a material
effect on the financial statements.
Because of its inherent limitations, internal
control over financial reporting may not
prevent or detect misstatements. Also,
projections of any evaluation of effectiveness
to future periods are subject to the risk that
controls may become inadequate because of
changes in conditions, or that the degree of
compliance with the policies or procedures may
deteriorate.
Koninklijke Philips Electronics N.V. and
subsidiaries acquired Lifeline Systems, Witt
Biomedical Corporation, Intermagnetics General
Corporation, Avent, Bodine and PowerSentry
(together the Acquired Companies) during
2006, and management excluded from its
assessment of the effectiveness of Koninklijke
Philips Electronics N.V. and subsidiaries
internal control over financial reporting as of
December 31, 2006, the Acquired Companies
internal control over financial reporting
associated with assets representing 5% of total
consolidated assets of Koninklijke Philips
Electronics N.V. and subsidiaries and sales of
less than 1% of total consolidated sales of
Koninklijke Philips Electronics N.V. and
subsidiaries as of and for the year ended
December 31, 2006. Our audit of internal
control over financial reporting of Koninklijke
Philips Electronics N.V. and subsidiaries also
excluded an evaluation of the internal control
over financial reporting of the Acquired
Companies.
In our opinion, the consolidated financial
statements referred to above present fairly, in
all material respects, the financial position
of Koninklijke Philips Electronics N.V. and
subsidiaries as of December 31, 2006 and 2005,
and the results of their operations and their
cash flows for each of the years in the
three-year period ended December 31, 2006, in
conformity with generally accepted accounting
principles in the United States. Also, in our
opinion, managements assessment that
Koninklijke Philips Electronics N.V. and
subsidiaries maintained effective internal
control over financial reporting as of December
31, 2006, is fairly stated, in all material
respects, based on the criteria established in
Internal Control-Integrated Framework issued by
the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). Furthermore, in
our opinion, Koninklijke Philips Electronics
N.V. and subsidiaries maintained, in all
material respects, effective internal control
over financial reporting as of December 31,
2006, based on criteria established in Internal
Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the
Treadway Commission (COSO).
As discussed in note 20 to the consolidated
financial statements, effective December 31,
2006 Koninklijke Philips Electronics N.V. and
subsidiaries adopted the provisions of SFAS
No. 158, Employers Accounting for Defined
Benefit Pension and Other Postretirement
Plans.
KPMG Accountants N.V.
Amstelveen, February 19, 2007
Philips Annual Report 2006 113
|
|
|
|
|
112 Group financial statements
Consolidated statements of income
|
|
172 IFRS information
|
|
218 Company financial statements |
Consolidated statements of income of the Philips Group for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
|
Cost of sales |
|
|
(16,925 |
) |
|
|
(17,834 |
) |
|
|
(18,681 |
) |
|
|
|
|
Gross margin |
|
|
7,930 |
|
|
|
7,941 |
|
|
|
8,295 |
|
|
|
|
|
Selling expenses |
|
|
(4,259 |
) |
|
|
(4,455 |
) |
|
|
(4,669 |
) |
|
General and administrative expenses |
|
|
(939 |
) |
|
|
(829 |
) |
|
|
(1,009 |
) |
|
Research and development expenses |
|
|
(1,615 |
) |
|
|
(1,602 |
) |
|
|
(1,668 |
) |
|
Impairment of goodwill |
|
|
(592 |
) |
|
|
|
|
|
|
|
|
|
Other business income |
|
|
631 |
|
|
|
417 |
|
|
|
234 |
|
|
|
|
3, 4 |
Income from operations |
|
|
1,156 |
|
|
|
1,472 |
|
|
|
1,183 |
|
|
|
|
5 |
Financial income and expenses |
|
|
216 |
|
|
|
108 |
|
|
|
34 |
|
|
|
|
|
Income before taxes |
|
|
1,372 |
|
|
|
1,580 |
|
|
|
1,217 |
|
|
|
|
6 |
Income tax expense |
|
|
(230 |
) |
|
|
(506 |
) |
|
|
(137 |
) |
|
|
|
|
Income after taxes |
|
|
1,142 |
|
|
|
1,074 |
|
|
|
1,080 |
|
|
|
|
7 |
Results relating to equity-accounted investees |
|
|
1,464 |
|
|
|
1,754 |
|
|
|
(157 |
) |
|
|
|
|
Minority interests |
|
|
(22 |
) |
|
|
3 |
|
|
|
(4 |
) |
|
|
|
|
Income from continuing operations |
|
|
2,584 |
|
|
|
2,831 |
|
|
|
919 |
|
|
|
|
1 |
Discontinued operations |
|
|
252 |
|
|
|
37 |
|
|
|
4,464 |
|
|
|
|
8 |
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
The years 2004 and 2005 are restated to present the
Semiconductors division as a discontinued operation.
The
accompanying notes are an integral part of these consolidated
financial statements.
114 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Weighted average number of common shares outstanding (after deduction of treasury stock)
during the year (in thousands) |
|
|
1,280,251 |
|
|
|
1,249,956 |
|
|
|
1,174,925 |
|
Adjusted weighted average number of shares (after deduction of treasury stock) during the year (in thousands) |
|
|
1,283,716 |
|
|
|
1,253,330 |
|
|
|
1,182,784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.02 |
|
|
|
2.26 |
|
|
|
0.78 |
|
Income from discontinued operations |
|
|
0.20 |
|
|
|
0.03 |
|
|
|
3.80 |
|
Net income |
|
|
2.22 |
|
|
|
2.29 |
|
|
|
4.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.01 |
|
|
|
2.26 |
|
|
|
0.78 |
|
Income from discontinued operations |
|
|
0.20 |
|
|
|
0.03 |
|
|
|
3.77 |
|
Net income |
|
|
2.21 |
|
|
|
2.29 |
|
|
|
4.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid per common share in euros |
|
|
0.36 |
|
|
|
0.40 |
|
|
|
0.44 |
|
Philips Annual Report 2006 115
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
Consolidated balance sheets |
|
|
|
|
Consolidated balance sheets of the Philips Group as of December 31
in millions of euros unless otherwise stated
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
5,293 |
|
|
|
|
|
|
|
6,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 32 |
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Accounts receivable net |
|
|
4,166 |
|
|
|
|
|
|
|
4,298 |
|
|
|
|
|
|
|
|
|
- Accounts receivable from related parties |
|
|
53 |
|
|
|
|
|
|
|
37 |
|
|
|
|
|
|
|
|
|
- Other receivables |
|
|
419 |
|
|
|
|
|
|
|
438 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,638 |
|
|
|
|
|
|
|
4,773 |
|
|
1 |
|
|
Current assets of discontinued operations |
|
|
|
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
Inventories net |
|
|
|
|
|
|
2,797 |
|
|
|
|
|
|
|
2,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
Other current assets |
|
|
|
|
|
|
894 |
|
|
|
|
|
|
|
1,286 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
15,084 |
|
|
|
|
|
|
|
14,962 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
Investments in equity-accounted investees |
|
|
|
|
|
|
5,342 |
|
|
|
|
|
|
|
2,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
Other non-current financial assets |
|
|
|
|
|
|
730 |
|
|
|
|
|
|
|
8,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
Non-current receivables |
|
|
|
|
|
|
213 |
|
|
|
|
|
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
Non-current assets of discontinued operations |
|
|
|
|
|
|
2,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
Other non-current assets |
|
|
|
|
|
|
3,231 |
|
|
|
|
|
|
|
3,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 26 |
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
7,772 |
|
|
|
|
|
|
|
7,573 |
|
|
|
|
|
|
|
|
|
- Less accumulated depreciation |
|
|
(4,753 |
) |
|
|
|
|
|
|
(4,474 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,019 |
|
|
|
|
|
|
|
3,099 |
|
|
16 |
|
|
Intangible assets excluding goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
2,171 |
|
|
|
|
|
|
|
2,922 |
|
|
|
|
|
|
|
|
|
- Less accumulated amortization |
|
|
(931 |
) |
|
|
|
|
|
|
(1,007 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,240 |
|
|
|
|
|
|
|
1,915 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
Goodwill |
|
|
|
|
|
|
2,535 |
|
|
|
|
|
|
|
3,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
18,821 |
|
|
|
|
|
|
|
23,535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
38,497 |
|
The year 2005 is restated to present the
Semiconductors division as discontinued operation.
The accompanying notes are an integral part of these
consolidated financial statements.
116 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
226 Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
236 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
Accounts and notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Trade creditors |
|
|
3,159 |
|
|
|
|
|
|
|
3,179 |
|
|
|
|
|
|
|
|
|
- Accounts payable to related parties |
|
|
298 |
|
|
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,457 |
|
|
|
|
|
|
|
3,450 |
|
|
1 |
|
|
Current liabilities of discontinued operations |
|
|
|
|
|
|
1,044 |
|
|
|
|
|
|
|
|
|
|
18 |
|
|
Accrued liabilities |
|
|
|
|
|
|
3,281 |
|
|
|
|
|
|
|
3,336 |
|
|
19 20 21 27 |
|
|
Short-term provisions |
|
|
|
|
|
|
807 |
|
|
|
|
|
|
|
876 |
|
|
22 |
|
|
Other current liabilities |
|
|
|
|
|
|
657 |
|
|
|
|
|
|
|
605 |
|
|
23 24 |
|
|
Short-term debt |
|
|
|
|
|
|
1,167 |
|
|
|
|
|
|
|
863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
10,413 |
|
|
|
|
|
|
|
9,130 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 26 |
|
|
Long-term debt |
|
|
|
|
|
|
3,320 |
|
|
|
|
|
|
|
3,006 |
|
|
19 20 21 27 |
|
|
Long-term provisions |
|
|
|
|
|
|
1,903 |
|
|
|
|
|
|
|
2,449 |
|
|
1 |
|
|
Non-current liabilities and minority interests of discontinued operations |
|
|
|
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
25 |
|
|
Other non-current liabilities |
|
|
|
|
|
|
1,103 |
|
|
|
|
|
|
|
784 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
6,667 |
|
|
|
|
|
|
|
6,239 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 27 |
|
|
Contractual obligations and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
|
|
|
|
159 |
|
|
|
|
|
|
|
131 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: 1,142,826,763 shares (2005: 1,316,095,392 shares) |
|
|
263 |
|
|
|
|
|
|
|
228 |
|
|
|
|
|
|
|
|
|
Capital in excess of par value |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
21,710 |
|
|
|
|
|
|
|
22,085 |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
(2,470 |
) |
|
|
|
|
|
|
1,607 |
|
|
|
|
|
|
|
|
|
Treasury shares, at cost 35,933,526 shares (2005: 114,736,942 shares) |
|
|
(2,919 |
) |
|
|
|
|
|
|
(923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,666 |
|
|
|
|
|
|
|
22,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
38,497 |
|
Philips
Annual Report 2006 117
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
Consolidated statements
of cash flows |
|
|
|
|
Consolidated statements of cash flows of the Philips Group for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
|
|
Income from discontinued operations |
|
|
(252 |
) |
|
|
(37 |
) |
|
|
(4,464 |
) |
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,452 |
|
|
|
740 |
|
|
|
834 |
|
|
|
|
|
Impairment of equity investments |
|
|
8 |
|
|
|
427 |
|
|
|
8 |
|
|
|
|
|
Net gain on sale of assets |
|
|
(1,304 |
) |
|
|
(2,102 |
) |
|
|
(289 |
) |
|
|
|
|
(Income) loss from equity-accounted investees |
|
|
(1,289 |
) |
|
|
(636 |
) |
|
|
228 |
|
|
|
|
|
Dividends received from equity-accounted investees |
|
|
59 |
|
|
|
312 |
|
|
|
|
|
|
|
|
|
Minority interests (net of dividends paid) |
|
|
7 |
|
|
|
15 |
|
|
|
4 |
|
|
|
|
|
Increase in receivables and other current assets |
|
|
(345 |
) |
|
|
(195 |
) |
|
|
(1,335 |
) |
|
|
|
|
Decrease (increase) in inventories |
|
|
(113 |
) |
|
|
(235 |
) |
|
|
2 |
|
|
|
|
|
Increase (decrease) in accounts payable, accrued and other liabilities |
|
|
714 |
|
|
|
311 |
|
|
|
(33 |
) |
|
|
|
|
Increase in non-current receivables/other assets |
|
|
(435 |
) |
|
|
(250 |
) |
|
|
(55 |
) |
|
|
|
|
Increase (decrease) in provisions |
|
|
52 |
|
|
|
(108 |
) |
|
|
45 |
|
|
|
|
|
Other items |
|
|
45 |
|
|
|
31 |
|
|
|
14 |
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,435 |
|
|
|
1,141 |
|
|
|
342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(82 |
) |
|
|
(74 |
) |
|
|
(101 |
) |
|
|
|
|
Capital expenditures on property, plant and equipment |
|
|
(673 |
) |
|
|
(644 |
) |
|
|
(703 |
) |
|
|
|
|
Proceeds from disposals of property, plant and equipment |
|
|
130 |
|
|
|
212 |
|
|
|
107 |
|
|
29 |
|
|
Cash from (to) derivatives |
|
|
125 |
|
|
|
(46 |
) |
|
|
62 |
|
|
|
|
|
Purchase of other non-current financial assets |
|
|
(11 |
) |
|
|
(18 |
) |
|
|
(31 |
) |
|
30 |
|
|
Proceeds from other non-current financial assets |
|
|
904 |
|
|
|
630 |
|
|
|
4 |
|
|
|
|
|
Purchase of businesses, net of cash acquired |
|
|
(360 |
) |
|
|
(1,089 |
) |
|
|
(2,467 |
) |
|
|
|
|
Proceeds from sale of interests in businesses |
|
|
1,289 |
|
|
|
2,716 |
|
|
|
318 |
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
1,322 |
|
|
|
1,687 |
|
|
|
(2,811 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in short-term debt |
|
|
(5 |
) |
|
|
(36 |
) |
|
|
97 |
|
|
|
|
|
Principal payments on long-term debt |
|
|
(1,920 |
) |
|
|
(362 |
) |
|
|
(543 |
) |
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
258 |
|
|
|
74 |
|
|
|
9 |
|
|
|
|
|
Treasury stock transactions |
|
|
(18 |
) |
|
|
(1,761 |
) |
|
|
(2,755 |
) |
|
|
|
|
Cash dividends paid to shareholders |
|
|
(460 |
) |
|
|
(504 |
) |
|
|
(523 |
) |
|
|
|
|
Net cash used for financing activities |
|
|
(2,145 |
) |
|
|
(2,589 |
) |
|
|
(3,715 |
) |
|
|
|
|
Net cash provided by (used for) continuing operations |
|
|
612 |
|
|
|
239 |
|
|
|
(6,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,348 |
|
|
|
948 |
|
|
|
512 |
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
(638 |
) |
|
|
(402 |
) |
|
|
6,599 |
|
|
|
|
|
Net cash provided by (used for) financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations |
|
|
710 |
|
|
|
546 |
|
|
|
7,111 |
|
|
|
|
|
|
Net cash provided by continuing and discontinued operations |
|
|
1,322 |
|
|
|
785 |
|
|
|
927 |
|
|
|
|
|
|
Effect of changes in exchange rates on cash and cash equivalents |
|
|
(45 |
) |
|
|
159 |
|
|
|
(197 |
) |
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
3,072 |
|
|
|
4,349 |
|
|
|
5,293 |
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
The years 2004 and 2005 are restated to present the Semiconductor division as a discontinued
operation and to reflect cash flows of discontinued operations in the relevant categories,
whereas they were earlier presented as a single amount on one line. The accompanying notes are an
integral part of these consolidated financial statements
118 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
226 Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
236 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
Supplemental disclosures to the consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
|
|
|
Net cash paid during the year for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
281 |
|
|
|
178 |
|
|
|
211 |
|
|
|
|
|
Income taxes |
|
|
323 |
|
|
|
302 |
|
|
|
632 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from the sale of assets |
|
|
2,341 |
|
|
|
3,622 |
|
|
|
429 |
|
|
|
|
|
Book value of these assets |
|
|
(1,021 |
) |
|
|
(1,456 |
) |
|
|
(193 |
) |
|
|
|
|
Deferred results on sale-and-leaseback transactions |
|
|
3 |
|
|
|
21 |
|
|
|
27 |
|
|
|
|
|
Non-cash gains (losses) |
|
|
(19 |
) |
|
|
(85 |
) |
|
|
26 |
|
|
|
|
|
|
|
|
1,304 |
|
|
|
2,102 |
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing information |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
Assets received in lieu of cash from the sale of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/share options/convertible bonds |
|
|
6 |
|
|
|
308 |
|
|
|
188 |
|
|
|
|
|
Receivables/loans |
|
|
8 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible personnel debentures |
|
|
7 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquired |
|
|
(96 |
) |
|
|
(1,836 |
) |
|
|
(2,899 |
) |
|
|
|
|
Exercise of stock options |
|
|
78 |
|
|
|
75 |
|
|
|
145 |
|
For a number of reasons, principally the effects of translation differences and consolidation
changes, certain items in the statements of cash flows do not correspond to the differences
between the balance sheet amounts for the respective items.
Philips
Annual Report 2006 119
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
- Consolidated
statements of stockholders equity |
|
|
|
|
- Information by
sectors and main countries |
|
|
Consolidated statements of changes in stockholders equity of the Philips Group
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accumulated other comprehensive income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrealized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
out- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
gain (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
standing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on |
|
|
additional |
|
|
|
|
|
|
change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
capital in |
|
|
|
|
|
|
currency |
|
|
available- |
|
|
minimum |
|
|
pensions |
|
|
fair value of |
|
|
|
|
|
|
treasury |
|
|
total stock- |
|
|
|
shares in |
|
|
common |
|
|
excess of |
|
|
retained |
|
|
translation |
|
|
for-sale |
|
|
pension |
|
|
(SFAS |
|
|
cash flow |
|
|
|
|
|
|
shares at |
|
|
holders |
|
|
|
thousands |
|
|
stock |
|
|
par value |
|
|
earnings |
|
|
differences |
|
|
securities |
|
|
liability |
|
|
No. 158) |
|
|
hedges |
|
|
total |
|
|
cost |
|
|
equity |
|
Balance as of Dec. 31, 2003 |
|
|
1,280,686 |
|
|
|
263 |
|
|
|
71 |
|
|
|
16,970 |
|
|
|
(3,364 |
) |
|
|
416 |
|
|
|
(362 |
) |
|
|
|
|
|
|
25 |
|
|
|
(3,285 |
) |
|
|
(1,256 |
) |
|
|
12,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,836 |
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(93 |
) |
|
|
205 |
|
|
|
(118 |
) |
|
|
|
|
|
|
4 |
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
Income tax
on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
|
|
|
|
51 |
|
Reclassifications into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
(447 |
) |
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
(371 |
) |
|
|
|
|
|
|
(371 |
) |
Total other comprehensive
income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,836 |
|
|
|
(43 |
) |
|
|
(242 |
) |
|
|
(67 |
) |
|
|
|
|
|
|
30 |
|
|
|
(322 |
) |
|
|
|
|
|
|
2,514 |
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460 |
) |
Purchase of treasury stock |
|
|
(4,102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
(96 |
) |
Re-issuance of treasury stock |
|
|
4,943 |
|
|
|
|
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
85 |
|
Share-based compensation
plans |
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
Balance as of Dec. 31, 2004 |
|
|
1,281,527 |
|
|
|
263 |
|
|
|
97 |
|
|
|
19,346 |
|
|
|
(3,407 |
) |
|
|
174 |
|
|
|
(429 |
) |
|
|
|
|
|
|
55 |
|
|
|
(3,607 |
) |
|
|
(1,239 |
) |
|
|
14,860 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of priority shares
into common stock |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,868 |
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,137 |
|
|
|
43 |
|
|
|
(181 |
) |
|
|
|
|
|
|
(96 |
) |
|
|
903 |
|
|
|
|
|
|
|
903 |
|
Income tax on net current
period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
65 |
|
|
|
|
|
|
|
32 |
|
|
|
146 |
|
|
|
|
|
|
|
146 |
|
Reclassifications into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
335 |
|
|
|
(227 |
) |
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
88 |
|
|
|
|
|
|
|
88 |
|
Total comprehensive income
(loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,868 |
|
|
|
1,521 |
|
|
|
(184 |
) |
|
|
(116 |
) |
|
|
|
|
|
|
(84 |
) |
|
|
1,137 |
|
|
|
|
|
|
|
4,005 |
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(504 |
) |
Purchase of treasury stock |
|
|
(83,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,836 |
) |
|
|
(1,836 |
) |
Re-issuance of treasury stock |
|
|
3,629 |
|
|
|
|
|
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156 |
|
|
|
71 |
|
Share-based compensation
plans |
|
|
|
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70 |
|
Balance as of Dec. 31, 2005 |
|
|
1,201,358 |
|
|
|
263 |
|
|
|
82 |
|
|
|
21,710 |
|
|
|
(1,886 |
) |
|
|
(10 |
) |
|
|
(545 |
) |
|
|
|
|
|
|
(29 |
) |
|
|
(2,470 |
) |
|
|
(2,919 |
) |
|
|
16,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,383 |
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(304 |
) |
|
|
4,389 |
|
|
|
298 |
|
|
|
|
|
|
|
72 |
|
|
|
4,455 |
|
|
|
|
|
|
|
4,455 |
|
Income tax on net current
period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(72 |
) |
|
|
|
|
|
|
(84 |
) |
|
|
|
|
|
|
(15 |
) |
|
|
(171 |
) |
|
|
|
|
|
|
(171 |
) |
Reclassifications into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
388 |
|
|
|
(98 |
) |
|
|
|
|
|
|
|
|
|
|
(20 |
) |
|
|
270 |
|
|
|
|
|
|
|
270 |
|
Adoption of SFAS 158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331 |
|
|
|
(808 |
) |
|
|
|
|
|
|
(477 |
) |
|
|
|
|
|
|
(477 |
) |
Total comprehensive income
net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,383 |
|
|
|
12 |
|
|
|
4,291 |
|
|
|
545 |
|
|
|
(808 |
) |
|
|
37 |
|
|
|
4,077 |
|
|
|
|
|
|
|
9,460 |
|
Cancellation of treasury
shares |
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
(4,332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,367 |
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(523 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(523 |
) |
Purchase of treasury stock |
|
|
(105,949 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,899 |
) |
|
|
(2,899 |
) |
Re-issuance of treasury stock |
|
|
11,484 |
|
|
|
|
|
|
|
(204 |
) |
|
|
(153 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
171 |
|
Share-based compensation
plans |
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
Balance as of Dec. 31, 2006 |
|
|
1,106,893 |
|
|
|
228 |
|
|
|
|
|
|
|
22,085 |
|
|
|
(1,874 |
) |
|
|
4,281 |
|
|
|
|
|
|
|
(808 |
) |
|
|
8 |
|
|
|
1,607 |
|
|
|
(923 |
) |
|
|
22,997 |
|
The accompanying notes are an integral part of these consolidated financial statements.
120 Philips Annual Report 2006
|
|
|
|
|
|
|
224
Reconciliation of
|
|
226
Corporate governance
|
|
234
The Philips Group
|
|
236
Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Information by sectors and main countries
in millions of euros unless otherwise stated
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
research and |
|
|
|
|
|
|
income from |
|
|
results relating to |
|
|
|
|
|
|
|
|
|
|
development |
|
|
income from |
|
|
operations as a % |
|
|
equity-accounted |
|
|
cash flow before |
|
|
|
sales |
|
|
expenses |
|
|
operations |
|
|
of sales |
|
|
investees |
|
|
financing activities |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,742 |
|
|
|
575 |
|
|
|
795 |
|
|
|
11.8 |
|
|
|
9 |
|
|
|
(371 |
) |
DAP |
|
|
2,645 |
|
|
|
174 |
|
|
|
386 |
|
|
|
14.6 |
|
|
|
|
|
|
|
(828 |
) |
Consumer Electronics |
|
|
10,576 |
|
|
|
385 |
|
|
|
416 |
|
|
|
3.9 |
|
|
|
3 |
|
|
|
351 |
|
Lighting |
|
|
5,466 |
|
|
|
269 |
|
|
|
635 |
|
|
|
11.6 |
|
|
|
(4 |
) |
|
|
509 |
|
Other Activities |
|
|
1,547 |
|
|
|
571 |
|
|
|
(448 |
) |
|
|
(29.0 |
) |
|
|
(190 |
) |
|
|
(115 |
) |
Unallocated |
|
|
|
|
|
|
|
|
|
|
(601 |
) |
|
|
|
|
|
|
25 |
|
|
|
(2,015 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(306 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,976 |
|
|
|
1,668 |
|
|
|
1,183 |
|
|
|
4.4 |
|
|
|
(157 |
) |
|
|
(2,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,343 |
|
|
|
526 |
|
|
|
679 |
|
|
|
10.7 |
|
|
|
10 |
|
|
|
566 |
|
DAP |
|
|
2,194 |
|
|
|
139 |
|
|
|
358 |
|
|
|
16.3 |
|
|
|
|
|
|
|
418 |
|
Consumer Electronics |
|
|
10,422 |
|
|
|
419 |
|
|
|
506 |
|
|
|
4.9 |
|
|
|
2 |
|
|
|
650 |
|
Lighting |
|
|
4,775 |
|
|
|
212 |
|
|
|
556 |
|
|
|
11.6 |
|
|
|
18 |
|
|
|
(180 |
) |
Other Activities |
|
|
2,041 |
|
|
|
587 |
|
|
|
(156 |
) |
|
|
(7.6 |
) |
|
|
1,773 |
|
|
|
2,584 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
(471 |
) |
|
|
|
|
|
|
(49 |
) |
|
|
(1,210 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,775 |
|
|
|
1,602 |
|
|
|
1,472 |
|
|
|
5.7 |
|
|
|
1,754 |
|
|
|
2,828 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
5,884 |
|
|
|
477 |
|
|
|
35 |
|
|
|
0.6 |
|
|
|
11 |
|
|
|
677 |
|
DAP |
|
|
2,044 |
|
|
|
134 |
|
|
|
332 |
|
|
|
16.2 |
|
|
|
|
|
|
|
393 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
475 |
|
|
|
370 |
|
|
|
3.7 |
|
|
|
1 |
|
|
|
503 |
|
Lighting |
|
|
4,526 |
|
|
|
175 |
|
|
|
593 |
|
|
|
13.1 |
|
|
|
26 |
|
|
|
625 |
|
Other Activities |
|
|
2,482 |
|
|
|
654 |
|
|
|
366 |
|
|
|
14.7 |
|
|
|
1,426 |
|
|
|
741 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
(540 |
) |
|
|
|
|
|
|
|
|
|
|
(182 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,855 |
|
|
|
1,615 |
|
|
|
1,156 |
|
|
|
4.7 |
|
|
|
1,464 |
|
|
|
2,757 |
|
The years 2005 and 2004 are restated to present the Semiconductors division as a discontinued
operation.
The following sectors are distinguished as reportable segments in
compliance with SFAS No. 131: Medical Systems, Domestic Appliances and Personal
Care (DAP), Consumer Electronics (CE), Lighting, Other Activities and
Unallocated. A short description of these sectors is as follows:
Medical Systems: Supplier of Imaging Systems, Ultrasound & Monitoring
systems, Healthcare Informatics and Customer Services.
DAP: Markets a wide range of products in the areas of Shaving & Beauty,
Domestic Appliances, Health & Wellness and Oral Healthcare.
CE: Provider of Connected Displays, Entertainment Solutions,
Peripherals & Accessories, Home Networks, Mobile Phones and Optical
Licenses.
Lighting: Consists of the following lines of business Lamps,
Luminaires, Lighting Electronics, Automotive, Special Lighting & UHP
and Lumileds.
Other Activities: Comprises various activities and businesses not belonging to a
specific sector. It consists of Corporate Technologies (such as Research,
Intellectual Property & Standards, Applied Technologies and the Healthcare,
Lifestyle and Technology Incubators), Corporate Investments and Other.
Unallocated: Includes overhead expenses in the corporate center and the cost of
regional and country organizations. Also included are the costs of Philips
global brand campaign and pension and other postretirement benefit costs not
directly allocated to the other sectors.
Philips
Annual Report 2006 121
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Information by sectors and main countries |
|
|
|
|
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation of |
|
|
|
|
|
|
|
net operating |
|
|
total liabilities |
|
|
|
|
|
|
capital |
|
|
property, plant |
|
|
|
total assets |
|
|
capital |
|
|
excl. debt |
|
|
long-lived assets |
|
|
expenditures |
|
|
and equipment |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,386 |
|
|
|
4,332 |
|
|
|
1,980 |
|
|
|
3,717 |
|
|
|
83 |
|
|
|
82 |
|
DAP |
|
|
2,413 |
|
|
|
1,758 |
|
|
|
655 |
|
|
|
1,827 |
|
|
|
91 |
|
|
|
74 |
|
Consumer Electronics |
|
|
2,543 |
|
|
|
(228 |
) |
|
|
2,735 |
|
|
|
149 |
|
|
|
72 |
|
|
|
71 |
|
Lighting |
|
|
3,720 |
|
|
|
2,527 |
|
|
|
1,185 |
|
|
|
2,244 |
|
|
|
343 |
|
|
|
205 |
|
Other Activities |
|
|
4,423 |
|
|
|
21 |
|
|
|
1,568 |
|
|
|
868 |
|
|
|
114 |
|
|
|
130 |
|
Unallocated |
|
|
19,012 |
|
|
|
314 |
|
|
|
3,377 |
|
|
|
29 |
|
|
|
|
|
|
|
2 |
|
|
|
|
38,497 |
|
|
|
8,724 |
|
|
|
11,500 |
|
|
|
8,834 |
|
|
|
703 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
5,511 |
|
|
|
3,400 |
|
|
|
2,045 |
|
|
|
2,927 |
|
|
|
72 |
|
|
|
78 |
|
DAP |
|
|
896 |
|
|
|
370 |
|
|
|
526 |
|
|
|
449 |
|
|
|
73 |
|
|
|
85 |
|
Consumer Electronics |
|
|
2,665 |
|
|
|
(296 |
) |
|
|
2,939 |
|
|
|
154 |
|
|
|
68 |
|
|
|
70 |
|
Lighting |
|
|
3,643 |
|
|
|
2,491 |
|
|
|
1,132 |
|
|
|
2,196 |
|
|
|
206 |
|
|
|
164 |
|
Other Activities |
|
|
6,950 |
|
|
|
272 |
|
|
|
1,499 |
|
|
|
942 |
|
|
|
221 |
|
|
|
155 |
|
Unallocated |
|
|
10,267 |
|
|
|
(558 |
) |
|
|
3,067 |
|
|
|
126 |
|
|
|
4 |
|
|
|
4 |
|
|
|
|
29,932 |
|
|
|
5,679 |
|
|
|
11,208 |
|
|
|
6,794 |
|
|
|
644 |
|
|
|
556 |
|
Discontinued operations |
|
|
3,973 |
|
|
|
|
|
|
|
1,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
12,593 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
4,675 |
|
|
|
2,862 |
|
|
|
1,767 |
|
|
|
2,446 |
|
|
|
76 |
|
|
|
81 |
|
DAP |
|
|
816 |
|
|
|
393 |
|
|
|
423 |
|
|
|
433 |
|
|
|
84 |
|
|
|
78 |
|
Consumer Electronics |
|
|
2,396 |
|
|
|
(161 |
) |
|
|
2,538 |
|
|
|
217 |
|
|
|
81 |
|
|
|
95 |
|
Lighting |
|
|
2,413 |
|
|
|
1,493 |
|
|
|
874 |
|
|
|
1,173 |
|
|
|
211 |
|
|
|
197 |
|
Other Activities |
|
|
6,914 |
|
|
|
117 |
|
|
|
1,624 |
|
|
|
896 |
|
|
|
219 |
|
|
|
194 |
|
Unallocated |
|
|
9,327 |
|
|
|
(180 |
) |
|
|
2,633 |
|
|
|
152 |
|
|
|
2 |
|
|
|
5 |
|
|
|
|
26,541 |
|
|
|
4,524 |
|
|
|
9,859 |
|
|
|
5,317 |
|
|
|
673 |
|
|
|
650 |
|
Discontinued operations |
|
|
4,198 |
|
|
|
|
|
|
|
1,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,739 |
|
|
|
|
|
|
|
11,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The years 2005 and 2004 have been restated to present the Semiconductors division as a discontinued
operation.
Goodwill assigned to sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
|
|
|
|
|
carrying value at |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
differences and |
|
|
carrying value at |
|
|
|
January 1 |
|
|
acquisitions |
|
|
divestments |
|
|
impairments |
|
|
other changes |
|
|
December 31 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
1,721 |
|
|
|
869 |
|
|
|
|
|
|
|
|
|
|
|
(203 |
) |
|
|
2,387 |
|
DAP |
|
|
125 |
|
|
|
689 |
|
|
|
|
|
|
|
|
|
|
|
(37 |
) |
|
|
777 |
|
Consumer Electronics |
|
|
17 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
18 |
|
Lighting |
|
|
670 |
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
(63 |
) |
|
|
636 |
|
Other Activities |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,535 |
|
|
|
1,590 |
|
|
|
|
|
|
|
|
|
|
|
(305 |
) |
|
|
3,820 |
|
122 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Main countries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation of |
|
|
|
|
|
|
|
|
|
|
|
net operating |
|
|
|
|
|
|
capital |
|
|
property, plant |
|
|
|
sales |
|
|
total assets |
|
|
capital |
|
|
long-lived assets |
|
|
expenditures |
|
|
and equipment |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,088 |
|
|
|
10,646 |
|
|
|
3,479 |
|
|
|
1,132 |
|
|
|
242 |
|
|
|
162 |
|
United States |
|
|
7,447 |
|
|
|
8,297 |
|
|
|
4,645 |
|
|
|
5,376 |
|
|
|
218 |
|
|
|
108 |
|
Germany |
|
|
1,985 |
|
|
|
1,170 |
|
|
|
(449 |
) |
|
|
296 |
|
|
|
57 |
|
|
|
51 |
|
France |
|
|
1,626 |
|
|
|
608 |
|
|
|
301 |
|
|
|
107 |
|
|
|
18 |
|
|
|
32 |
|
United Kingdom |
|
|
1,186 |
|
|
|
1,194 |
|
|
|
717 |
|
|
|
792 |
|
|
|
4 |
|
|
|
6 |
|
China |
|
|
1,740 |
|
|
|
1,115 |
|
|
|
(112 |
) |
|
|
176 |
|
|
|
31 |
|
|
|
42 |
|
Other countries |
|
|
11,904 |
|
|
|
15,467 |
|
|
|
143 |
|
|
|
955 |
|
|
|
133 |
|
|
|
163 |
|
|
|
|
26,976 |
|
|
|
38,497 |
|
|
|
8,724 |
|
|
|
8,834 |
|
|
|
703 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,036 |
|
|
|
5,562 |
|
|
|
2,534 |
|
|
|
1,110 |
|
|
|
240 |
|
|
|
138 |
|
United States |
|
|
7,133 |
|
|
|
7,598 |
|
|
|
3,513 |
|
|
|
3,997 |
|
|
|
63 |
|
|
|
88 |
|
Germany |
|
|
1,916 |
|
|
|
1,191 |
|
|
|
(288 |
) |
|
|
276 |
|
|
|
70 |
|
|
|
44 |
|
France |
|
|
1,680 |
|
|
|
655 |
|
|
|
(292 |
) |
|
|
129 |
|
|
|
21 |
|
|
|
35 |
|
United Kingdom |
|
|
1,126 |
|
|
|
419 |
|
|
|
(150 |
) |
|
|
76 |
|
|
|
5 |
|
|
|
5 |
|
China |
|
|
1,816 |
|
|
|
1,379 |
|
|
|
(256 |
) |
|
|
204 |
|
|
|
53 |
|
|
|
50 |
|
Other countries |
|
|
11,068 |
|
|
|
13,128 |
|
|
|
618 |
|
|
|
1,002 |
|
|
|
192 |
|
|
|
196 |
|
|
|
|
25,775 |
|
|
|
29,932 |
|
|
|
5,679 |
|
|
|
6,794 |
|
|
|
644 |
|
|
|
556 |
|
Discontinued operations |
|
|
|
|
|
|
3,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,144 |
|
|
|
7,692 |
|
|
|
2,186 |
|
|
|
1,027 |
|
|
|
197 |
|
|
|
182 |
|
United States |
|
|
6,594 |
|
|
|
5,694 |
|
|
|
2,339 |
|
|
|
2,580 |
|
|
|
91 |
|
|
|
95 |
|
Germany |
|
|
1,972 |
|
|
|
1,153 |
|
|
|
(217 |
) |
|
|
236 |
|
|
|
60 |
|
|
|
71 |
|
France |
|
|
1,804 |
|
|
|
678 |
|
|
|
(173 |
) |
|
|
157 |
|
|
|
24 |
|
|
|
37 |
|
United Kingdom |
|
|
1,172 |
|
|
|
407 |
|
|
|
(93 |
) |
|
|
96 |
|
|
|
9 |
|
|
|
8 |
|
China |
|
|
1,545 |
|
|
|
748 |
|
|
|
(230 |
) |
|
|
206 |
|
|
|
81 |
|
|
|
57 |
|
Other countries |
|
|
10,624 |
|
|
|
10,169 |
|
|
|
712 |
|
|
|
1,015 |
|
|
|
211 |
|
|
|
200 |
|
|
|
|
24,855 |
|
|
|
26,541 |
|
|
|
4,524 |
|
|
|
5,317 |
|
|
|
673 |
|
|
|
650 |
|
Discontinued operations |
|
|
|
|
|
|
4,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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The years 2005 and 2004 are restated to present the Semiconductors division as a discontinued
operation.
Philips
Annual Report 2006 123
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112
Group financial statements
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172
IFRS information
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218
Company financial statements |
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Accounting
policies |
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Accounting policies
The consolidated financial statements
are prepared in accordance with generally
accepted accounting principles in the United
States (US GAAP). Historical cost is used as
the measurement basis unless otherwise
indicated.
Consolidation principles
The consolidated financial statements include
the accounts of Koninklijke Philips
Electronics N.V. (the Company) and all
entities in which a direct or indirect
controlling interest exists through voting
rights or qualifying variable interests. All
intercompany balances and transactions have
been eliminated in the consolidated financial
statements. Net income is reduced by the
portion of the earnings of subsidiaries
applicable to minority interests. The minority
interests are disclosed separately in the
consolidated statements of income and in the
consolidated balance sheets.
The Company applies Financial Accounting
Standards Board (FASB) Interpretation No. 46(R)
Consolidation of Variable Interest Entities.
In accordance with this Interpretation of
Accounting Research Bulletin No. 51
Consolidated Financial Statements, the
Company consolidates entities in which variable
interests are held that would require the
Company to absorb a majority of the entitys
expected losses, receive a majority of the
entitys expected residual returns, or both.
Foreign currencies
The financial statements of entities that use
a functional currency other than the euro, are
translated into euros. Assets and liabilities
are translated using the exchange rates on the
respective balance sheet dates. Income and
expense items in the income statement and cash
flow statement are translated to euros at
exchange rates at the dates of the
transaction. The resulting translation
adjustments are recorded as a separate
component of other comprehensive income (loss)
within stockholders equity. Cumulative
translation adjustments are recognized as
income or expense upon partial or complete
disposal or substantially complete liquidation
of a foreign entity.
The functional currency of foreign entities is
generally the local currency, unless the
primary economic environment requires the use
of another currency. When foreign entities
conduct their business in economies considered
to be highly inflationary, they record
transactions in the Companys reporting
currency (the euro) instead of their local
currency.
Gains and losses arising from the translation
or settlement of foreign-currency-denominated
monetary assets and liabilities into the local
currency are recognized in income in the period
in which they arise. However, currency
differences on intercompany loans that have the
nature of a permanent investment are accounted
for as translation differences as a separate
component of other comprehensive income (loss)
within stockholders equity.
Use of estimates
The preparation of financial statements
requires management to make estimates and
assumptions that affect amounts reported in the
consolidated financial statements in order to
conform to generally accepted accounting
principles. These estimates and assumptions
affect the reported amounts of assets and
liabilities, the disclosure of contingent
liabilities at the date of the consolidated financial statements, and the reported amounts of
revenues and expenses during the reporting
period. We evaluate these estimates and
judgements on an ongoing basis and base our
estimates on experience, current and expected
future conditions, third-party evaluations and
various other assumptions that we believe are
reasonable under the circumstances. The results
of these estimates form the basis for making
judgements about the carrying values of assets
and liabilities as well as identifying and
assessing the accounting treatment with respect
to commitments and
contingencies. Actual results could differ from
the estimates and assumptions are further
explained in the related notes.
Estimates significantly impact goodwill and
intangibles acquired, tax on activities
disposed, impairments, liabilities from
employee benefit plans, various provisions
including tax and other contingencies. The fair
values of acquired identifiable intangibles
are based on an assessment of future cash flows.
Impairment analyses of goodwill and indefinite-lived intangible assets are performed
annually and whenever a triggering event has
occurred to determine whether the carrying
value exceeds the recoverable amount. These
calculations are based on estimates of future
cash flows.
Accounting changes
The Company applies the retrospective method
for reporting a change in accounting principle
in the absence of explicit transition
requirements for new accounting pronouncements.
Reclassifications
Certain items previously reported under
specific financial statement captions have
been reclassified to conform to the 2006
presentation. The caption Investments in
unconsolidated companies in the balance sheet
was renamed Investments in equity-accounted
investees to improve the relationships
between captions and accounting policies.
Investments accounted for at cost have been
reclassified to Other non-current financial
assets.
Further, the line item Write-off of acquired
in-process research and development has been
reclassified from a separate caption in the
income statement to Research and development
expenses, since this disclosure is provided
in the notes.
Discontinued operations and non-current assets held for sale
Based on Statement of Financial Accounting
Standards (SFAS) No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets
the Company has determined that the level of a
reporting unit is the component within Philips
for which operations and cash flows can be
clearly distinguished from the rest of the
Company and qualifies as a discontinued
operation in the event of disposal of the
component. A component of Philips qualified as
a reporting unit is usually one level below the
division level. Any gain or loss from disposal
of a reporting unit together with the results
of these operations until the date of disposal,
is reported separately as discontinued
operations. The financial information of a
discontinued reporting unit is excluded from
the respective captions in the consolidated financial statements and related notes and is
reported separately.
Due to the sale of a majority stake in the
Semiconductors division in September 2006,
the Companys consolidated financial
statements for the years 2004 and 2005 have
been restated to present the Semiconductors
division as discontinued operations.
Cash flow statements
Cash flow statements have been prepared using
the indirect method in accordance with the
requirements of SFAS No. 95, Statement of
Cash flows, as amended by SFAS No. 104. Cash
flows in foreign currencies have been
translated into euros using the weighted
average rates of exchange for the periods
involved.
Cash flows from derivative instruments that
are accounted for as fair value hedges or
cash flow hedges are classified in the same
category as the cash flows from the hedged
items. Cash flows from other derivative
instruments are classified consistent with
the nature of the instrument.
Earnings per share
The Company presents basic and diluted
earnings per share (EPS) data for its common
shares. Basic EPS is calculated by dividing
the profit or loss attributable to common
shareholders of the Company by the weighted
average number of common shares outstanding
during the period. Diluted EPS is determined
by adjusting the profit or loss
attributable to common shareholders and the
weighted average number of common shares
outstanding for the effects of all potential
dilutive common shares, which comprise
convertible personnel debentures, restricted
shares and share options granted to employees.
Revenue recognition
The Company recognizes revenue when persuasive
evidence of an arrangement exists, delivery
has occurred or the service has been provided,
the sales price is fixed or determinable, and
collectibility is reasonably assured. For
consumer-type products in the segments
Lighting, DAP and CE these criteria are
generally met at the time the product is
shipped and delivered to the customer and,
depending on
124 Philips Annual Report 2006
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224
Reconciliation of
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226
Corporate governance
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234
The Philips Group
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236
Investor information |
non-US GAAP information
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in the last ten years |
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the delivery conditions, title and risk
have passed to the customer and acceptance of
the product, when contractually required, has
been obtained, or, in cases where such
acceptance is not contractually required, when
management has established that all
aforementioned conditions for revenue
recognition have been met and no further
post-shipment obligations exist. Examples of
the above-mentioned delivery conditions are
Free on Board point of delivery and Costs,
Insurance Paid point of delivery, where the
point of delivery may be the shipping
warehouse or any other point of destination as
agreed in the contract with the customer and
where title and risk in the goods pass to the
customer.
In accordance with EITF Issue No. 00-21,
Revenue Arrangements with Multiple
Deliverables, revenues of transactions that
have separately identifiable components are
recognized based on their relative fair values.
These transactions mainly occur in the Medical
Systems segment for arrangements that require
subsequent installation and training activities
in order to become operable for the customer.
However, since payment for the equipment is
typically contingent upon the completion of the
installation process, revenue recognition is
deferred until the installation has been
completed and the product is ready to be used
by the customer in the way contractually
agreed.
Revenues are recorded net of sales taxes,
customer discounts, rebates and similar
charges.
For products for which a right of return
exists during a defined period, revenue
recognition is determined based on the
historical pattern of actual returns, or in
cases where such information is lacking,
revenue recognition is postponed until the
return period has lapsed. Return policies are
typically based on customary return
arrangements in local markets.
For products for which a residual value
guarantee has been granted or a buy-back
arrangement has been concluded, revenue
recognition takes place in accordance with the
requirements for lease accounting of SFAS
No.13, Accounting for Leases.
Shipping and handling costs billed to customers
are recognized as revenues. Expenses incurred
for shipping and handling costs of internal
movements of goods are recorded as cost of
sales. Shipping and handling costs related to
sales to third parties are reported as selling
expenses and disclosed separately. Service
revenue related to repair and maintenance
activities for sold goods is recognized ratably
over the service period or as services are
rendered.
A provision for product warranty is made at the
time of revenue recognition and reflects the
estimated costs of replacement and
free-of-charge services that will be incurred
by the Company with respect to the sold
products. In cases where the warranty period is
extended and the customer has the option to
purchase such an extension, which is
subsequently billed separately to the customer,
revenue recognition occurs on a straight-line
basis over the contract period.
Royalty income, which is generally earned based
upon a percentage of sales or a fixed amount
per product sold, is recognized on an accrual
basis. Government grants, other than those
relating to purchases of assets, are recognized
as income as qualified expenditures are made.
Benefit accounting
The Company accounts for the cost of pension
plans and postretirement benefits other than
pensions in accordance with SFAS No. 87,
Employers Accounting for Pensions, and SFAS
No. 106, Postretirement Benefits other than
Pensions, respectively.
Most of the Companys defined-benefit
pension plans are funded with plan assets
that have been segregated and restricted in
a trust or foundation to provide for the
pension benefits to which the Company has
committed itself.
When plan assets have not been segregated, the
Company recognizes a provision for such
amounts.
Pension costs in respect of defined-benefit pension plans primarily represent the
increase in the actuarial present value of
the obligation for pension benefits based
on employee service during the year and the
interest on this obligation in respect of
employee service in previous years, net of
the expected return on plan assets.
Actuarial gains and losses arise mainly from
changes in actuarial assumptions and
differences between actuarial assumptions and
what has actually occurred. They are recognized
in the income statement, over the expected
average remaining service periods of the
employees, only to the extent that their net
cumulative amount exceeds 10% of the greater of
the present value of the obligation or of the
fair value of plan assets at the end of the
previous year (the corridor). Unrecognized
gains and losses in the Netherlands, France and
Thailand are recognized by a straight-line
amortization over the expected average
remaining service period without applying the
corridor.
Effective December 31, 2006, the funded status
of the Companys defined-benefit pension
plans and postretirement benefits other than
pensions is reflected on the balance sheet in
accordance with SFAS No. 158, Employers
Accounting for Defined Benefit Pension and
Other Postretirement Benefit plans. The
funded status is measured as the difference
between plan assets at fair value and the
benefit obligation. For a defined-benefit
pension plan, the benefit obligation is the
projected benefit obligation; for any other
postretirement benefit plan it is the
accumulated postretirement benefit
obligation. Actuarial gains and losses, prior
service costs or credits and the transition
obligation remaining from the initial
application of SFAS 106 that are not yet
recognized as components of net periodic
benefit cost are recognized, net of tax, as a
component of accumulated other comprehensive
income. Amounts recognized in accumulated
other comprehensive income are adjusted as
they are subsequently recognized as components
of net periodic benefit cost.
Prior to adopting SFAS No. 158 as of December
31, 2006, the Company recognized an additional
minimum pension liability. To the extent that
the accumulated benefit obligation, calculated
as the present value of the benefits
attributed to employee service rendered and
based on current and past compensation levels,
exceeded the market value of the plan assets
and existing accrued pension liabilities, this
difference and the existing prepaid pension
assets were recognized as an additional minimum
pension liability.
In certain countries, the Company also
provides postretirement benefits other than
pensions. The cost relating to such plans
consists primarily of the present value of the
benefits attributed on an equal basis to each
year of service, interest cost on the
accumulated postretirement benefit
obligation, which is a discounted amount, and
amortization of the unrecognized transition
obligation. This transition obligation is
being amortized through charges to earnings
over a twenty-year period beginning in 1993 in
the USA and in 1995 for all other plans.
Unrecognized prior-service costs related to
pension plans and postretirement benefits
other than pensions are being amortized by
assigning a proportional amount to the
income statements of a number of years, reflecting the average remaining service period
of the active employees.
Obligations for contributions to defined-contribution pension plans are recognized
as an expense in the income statement as
incurred.
Share-based compensation
In 2006, the Company adopted SFAS No. 123(R),
Share-Based Payment, using the modified
prospective method. Under the provisions of
SFAS No. 123(R), the Company recognizes the
estimated fair value of equity instruments
granted to employees as compensation expense
over the vesting period on a straight-line
basis, taking into account estimated
forfeitures. The Company had previously adopted
the fair value provisions of SFAS No. 123
prospectively for all employer awards granted,
modified or settled after January 1, 2003.
The following table illustrates the effect on
net income and earnings per share as if the
Company had applied the fair value
recognition provisions for all outstanding
and unvested awards in each period. There is
no impact in 2006.
Philips Annual Report 2006 125
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112
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Group financial statements
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172 IFRS information
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218 Company financial statements |
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Accounting policies |
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2004 |
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2005 |
|
Net income |
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|
|
|
|
|
|
As reported |
|
|
2,836 |
|
|
|
2,868 |
|
Add: Stock-based compensation expenses
included in reported net income, net of
related taxes |
|
|
52 |
|
|
|
65 |
|
Deduct: stock-based compensation
expenses determined using the fair-value
method, net of related taxes |
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|
(115 |
) |
|
|
(77 |
) |
Pro forma |
|
|
2,773 |
|
|
|
2,856 |
|
|
|
|
|
|
|
|
|
|
Basic earnings per share (in euros): |
|
|
|
|
|
|
|
|
As reported |
|
|
2.22 |
|
|
|
2.29 |
|
Pro forma |
|
|
2.17 |
|
|
|
2.28 |
|
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|
|
|
|
|
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|
|
Diluted earnings per share (in euros): |
|
|
|
|
|
|
|
|
As reported |
|
|
2.21 |
|
|
|
2.29 |
|
Pro forma |
|
|
2.16 |
|
|
|
2.28 |
|
The fair value of the amount payable to
employees in respect of share-based payments
which are settled in cash is recognized as an
expense, with a corresponding increase in
liabilities, over the vesting period. The
liability is remeasured at each reporting date
and at settlement date. Any changes in fair
value of the liability are recognized as
compensation expense in the income statement.
Research and development
Costs of research and development are
expensed in the period in which they are
incurred, in accordance with SFAS No. 2,
Accounting for Research and Development
Costs.
Advertising
Advertising costs are expensed when incurred.
Lease payments
Payments made under operating leases are
recognized in the income statement on a
straight-line basis over the term of the
lease.
Income taxes
Income taxes are accounted for using the asset
and liability method. Income tax is recognized
in the income statement except to the extent
that it relates to an item recognized directly
within stockholders equity, including other
comprehensive income (loss), in which case the
related tax effect is also recognized there.
Current-year deferred taxes related to
prior-year equity items which arise from
changes in tax rates or tax laws are included
in income. Current tax is the expected tax
payable on the taxable income for the year,
using tax rates enacted at the balance sheet
date, and any adjustment to tax payable in
respect of previous years. Deferred tax assets
and liabilities are recognized for the expected
tax consequences of temporary differences
between the tax bases of assets and liabilities
and their reported amounts. Measurement of
deferred tax assets and liabilities is based on
the enacted tax rates expected to apply to
taxable income in the years in which those
temporary differences are expected to be
recovered or settled. Deferred tax assets,
including assets arising from loss
carry-forwards, are recognized net of a
valuation allowance if it is more likely than
not that the asset will not be realized.
Deferred tax assets and liabilities are not
discounted.
Deferred tax liabilities for withholding
taxes are recognized for subsidiaries in
situations where the income is to be paid
out as dividends in the foreseeable future,
and for undistributed earnings of
unconsolidated companies.
Changes in tax rates are reflected in the
period in which such change is enacted.
Derivative financial instruments
The Company uses derivative financial
instruments principally for the management of
its foreign currency risks and to a more
limited extent for interest rate and commodity
price risks. All derivative financial
instruments are classified as current assets or
liabilities on the basis of their maturity
dates and are accounted for at trade date. In
compliance with SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities,
SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging
Activities, and SFAS No. 149 Amendment of
Statement 133 on Derivative Instruments and
Hedging Activities, the Company measures all
derivative financial instruments based on fair
values derived from market prices of the
instruments or from option pricing models, as
appropriate. Gains or losses arising from
changes in the fair value of the instruments
are recognized in the income statement during
the period in which they arise to the extent
that the derivatives have been designated as a
hedge of recognized assets or liabilities, or
to the extent that the derivatives have no
hedging designation or are ineffective. The
gains and losses on the designated derivatives
substantially offset the changes in the values
of the recognized hedged items, which are also
recognized as gains and losses in the income
statement.
Changes in the fair value of a derivative that
is highly effective and that is designated and
qualifies as a fair value hedge, along with the
loss or gain on the hedged asset, liability or
unrecognized firm commitment of the hedged item
that is attributable to the hedged risk, are
recorded in the income statement.
Changes in the fair value of a derivative that
is highly effective and that is designated and
qualifies as a cash flow hedge, are recorded
in accumulated other comprehensive income,
until earnings are affected by the variability
in cash flows of the designated hedged item.
Changes in the fair value of derivatives that
are highly effective as hedges and that are
designated and qualify as foreign currency
hedges are recorded in either earnings or
accumulated other comprehensive income,
depending on whether the hedge transaction is
a fair value hedge or a cash flow hedge.
The Company formally assesses, both at the
hedges inception and on an ongoing basis,
whether the derivatives that are used in
hedging transactions are highly effective in
offsetting changes in fair values or cash flows
of hedged items. When it is established that a
derivative is not highly effective as a hedge
or that it has ceased to be a highly effective
hedge, the Company discontinues hedge
accounting prospectively. When hedge accounting
is discontinued because it has been established
that the derivative no longer qualifies as an
effective fair value hedge, the Company
continues to carry the derivative on the
balance sheet at its fair value, and no longer
adjusts the hedged asset or liability for
changes in fair value. When hedge accounting is
discontinued because it is probable that a
forecasted transaction will not occur within a
period of two months from the originally
forecasted transaction date, the Company
continues to carry the derivative on the
balance sheet at its fair value, and gains and
losses that were accumulated in other
comprehensive income are recognized immediately
in the income statement. In all other
situations in which hedge accounting is
discontinued, the Company continues to carry
the derivative at its fair value on the balance
sheet, and recognizes any changes in its fair
value in the income statement.
Foreign currency differences arising on the
translation of a financial liability designated
as a hedge of a net investment in foreign
operation are recognized directly as a separate
component of equity, to the extent that the
hedge is effective. To the extent that the
hedge is ineffective, such differences are
recognized in the income statement.
For interest rate swaps that are unwound, the
gain or loss upon unwinding is released to
income over the remaining life of the
underlying financial instruments, based on the
recalculated effective yield.
Non-derivative financial instruments
Non-derivative financial instruments are
recognized initially at fair value when the
Company becomes a party to the contractual
provisions of the instrument. They are
derecognized if the Companys contractual
rights to the cash flows from the financial
instruments expire or if the Company transfers
the financial instrument to another party
without
126 Philips Annual Report 2006
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224
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Reconciliation of
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226 Corporate governance
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234 |
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The Philips Group
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236 Investor information |
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non-US GAAP information
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in the last ten years |
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retaining control or substantially all
risks and rewards of the asset. Purchases and
sales of financial instruments are accounted
for at trade date, i.e., the date that the
Company commits itself to purchase or sell the
instrument. Dividend and interest income are
recognized when earned. Gains or losses, if
any, are recorded in financial income and
expenses.
Cash and cash equivalents
Cash and cash equivalents include all cash
balances and short-term highly liquid
investments with an original maturity of
three months or less that are readily
convertible into cash. They are stated at
face value, which approximates their fair
value.
Receivables
Trade accounts receivables are carried at face
value, net of allowances for doubtful accounts.
As soon as trade accounts receivable can no
longer be collected in the normal way and are
expected to result in a loss, they are
designated as doubtful trade accounts
receivable and valued at the expected
collectible amounts. They are written off when
they are deemed to be uncollectible due to
bankruptcy or other forms of receivership of
the debtors.
The allowance for the risk of non-collection of
trade accounts receivable takes into account
credit-risk concentration, collective debt risk
based on average historical losses and specific
circumstances such as serious adverse economic
conditions in a specific country or region.
In the events of sale of receivables and
factoring, the Company derecognizes
receivables if substantially all risks are
transferred and the Company has given up both
control and continuing involvement.
Long-term receivables are discounted to their net present value.
Debt and other liabilities
Debt and liabilities other than provisions are
stated at amortized cost. However, loans that
are hedged under a fair value hedge are
remeasured for the changes in the fair value
that are attributable to the risk that is being
hedged.
Currently, the Company does not have any
financial instruments that are affected by
SFAS No. 150 Accounting for Certain
Financial Instruments with Characteristics of
both Liabilities and Equity.
Investments in equity-accounted investees
Investments in companies in which the Company
does not have the ability to directly or
indirectly control the financial and operating
decisions, but does possess the ability to
exert significant influence, are accounted for
using the equity method. In the absence of
demonstrable proof of significant influence, it
is presumed to exist if at least 20% of the
voting stock is owned. The Companys share of
the net income of these companies is included
in results relating to equity-accounted
investees in the consolidated statements of
income. When the Companys share of losses
exceeds the carrying amount of an investment
accounted for by the equity method, the
Companys carrying amount of that investment is
reduced to zero and recognition of further
losses is discontinued unless the Company has
guaranteed obligations of the investee or is
otherwise committed to provide further
financial support to the investee.
Investments in equity-accounted investees
include loans from the Company to these
investees.
Accounting for capital transactions of a
consolidated subsidiary or an equity-accounted
investee
The Company recognizes dilution gains or losses
arising from the sale or issuance of stock by a
consolidated subsidiary or
an equity-accounted investee in the income
statement, unless the Company or the subsidiary
either has reacquired or has plans to reacquire
such shares. In such instances, the result of
the transaction will be recorded directly in
stockholders equity as a non-operating gain or
loss.
The dilution gains or losses are presented on
a separate line in the income statement if
they relate to consolidated subsidiaries.
Dilution gains and losses related to
equity-accounted investees are presented under
Results relating to equity-accounted
investees.
Other non-current financial assets
Other non-current financial assets include
available-for-sale securities,
held-to-maturity securities, loans and
cost-method investments.
The Company classifies its investments in
equity securities that have readily
determinable fair values as either
available-for-sale or for trading purposes.
Trading securities are acquired and held
principally for the purpose of selling them in
the short term and are presented as Other
current assets. Trading securities are
recorded at fair value with changes in the fair
value going to financial income and expense.
All securities not included in trading or
held-to-maturity are classified as
available-for-sale. Available-for-sale
securities are recorded at fair value with
changes going through other comprehensive
income in stockholders equity. Unrealized
holding gains and losses, net of the related
tax effect, on available-for-sale securities
are excluded from earnings and are reported as
a separate component of other comprehensive
income within stockholders equity until
realized. Realized gains and losses from the
sale of available-for-sale securities or
transfer to the trading portfolio are
determined on a first-in, first-out basis. For
available-for-sale securities hedged under a
fair value hedge, the changes in the fair value
that are attributable to the risk which is
being hedged are recognized in earnings rather
than in other comprehensive income.
Held-to-maturity securities are those debt
securities in which the Company has the
ability and intent to hold until maturity.
Held-to-maturity debt securities are
recorded at amortized cost, adjusted for
the amortization or accretion of premiums
or discounts using the effective interest
method.
Loans receivable are stated at amortized
cost, less the related allowance for
impaired loans receivable.
Investments in privately-held companies
are carried at cost, or estimated fair
value, if an other-than-temporary decline
in value has occurred.
Dividend and interest income are recognized
when earned. Gains or losses, if any, are
recorded in financial income and expenses.
Impairments of financial assets
A financial asset is considered to be impaired
if objective evidence indicates that one or
more events have had a negative effect on the
estimated future cash flows of that asset. A
decline in the market value of any
available-for-sale security or held-to maturity
security below cost that is deemed to be
significant or prolonged, results in a
reduction of the carrying amount to fair value.
If objective evidence indicates that
cost-method investments need to be tested for
impairment, calculations are based on
information derived from business plans and
other information available for estimating its
fair value. The impairment is charged to the
income statement.
Inventories
Inventories are stated at the lower of cost or
market, less advance payments on work in
progress. The cost of inventories comprises
all costs of purchase, costs of conversion and
other costs incurred in bringing the
inventories to their present location and
condition. The costs of conversion of
inventories include direct labor and fixed and
variable production overheads, taking into
account the stage of completion and the normal
capacity of the production facilities. Costs
of idle facility and waste are expensed. The
cost of inventories is determined using the
first-in, first-out (FIFO) method. Inventory
is reduced for the estimated losses due to
obsolescence, which establishes a new cost
basis. This reduction is determined for groups
of products based on purchases in the recent
past and/or expected future demand.
Philips Annual Report 2006 127
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|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
Accounting policies |
|
|
|
|
Property, plant and equipment
Property, plant and equipment are stated at
cost, less accumulated depreciation. Assets
manufactured by the Company include direct
manufacturing costs, production overheads and
interest charges incurred during the
construction period. Government grants are
deducted from the cost of the related asset.
Depreciation is calculated using the
straight-line method over the expected economic
life of the asset. Depreciation of special
tooling is generally based on the straight-line
method. Gains and losses on the sale of
property, plant and equipment are included in
other business income. Costs related to repair
and maintenance activities are expensed in the
period in which they are incurred unless they
lead to an extension of the economic life or
capacity of the asset. Plant and equipment
under capital leases are initially recorded at
the present value of future minimum lease
payments. These assets and leasehold
improvements are amortized using the
straight-line method over the shorter of the
lease term or the estimated useful life of the
asset.
Under the provisions of SFAS No. 143,
Accounting for Asset Retirement Obligations,
the Company recognizes the fair value of an
asset retirement obligation in the period in
which it is incurred, while an equal amount is
capitalized as part of the carrying amount of
the long-lived asset and subsequently
depreciated over the useful life of the asset.
Intangible assets
Intangible assets are amortized using the
straight-line method over their estimated
economic lives. Economic lives are evaluated
every year. Intangible assets that are expected
to generate cash inflows during a period
without a foreseeable limit, are regarded as
intangibles with an indefinite useful life.
These assets are not amortized, but tested for
impairment annually and whenever an impairment
trigger indicates that the asset may be
impaired. In-process research and development
with no alternative use is written off
immediately upon acquisition. Patents,
trademarks and other intangibles acquired from
third parties are capitalized at cost and
amortized over their remaining useful lives.
Certain costs relating to the development and
purchase of software for internal use are
capitalized and subsequently amortized over the
estimated useful life of the software in
conformity with Statement of Position (SOP)
98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal
Use.
Eligible costs relating to the production of
software intended to be sold, leased or
otherwise marketed are capitalized and
subsequently amortized over the estimated
useful life of the software in accordance with
SFAS No. 86, Accounting for the Costs of
Computer Software to be Sold, Leased or
Otherwise Marketed.
Impairment or disposal of long-lived
assets other than goodwill and
indefinite-lived intangibles
The Company accounts for long-lived assets in
accordance with the provisions of SFAS No. 144,
Accounting for the Impairment or Disposal of
Long-Lived Assets. This Statement requires
that long-lived assets are reviewed for
impairment whenever events or changes in
circumstances indicate that the carrying amount
of an asset may not be recoverable.
Recoverability of assets to be held and used is
measured by a comparison between the carrying
amount of an asset and the future undiscounted
net cash flows expected to be generated by the
asset. If the carrying amount of an asset
exceeds its estimated future undiscounted net
cash flows, an impairment charge is recognized
in the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
The Company determines the fair value based on
discounted
projected cash flows. The review for impairment
is carried out at the level where discrete cash
flows occur that are largely independent of
other cash flows. Assets held for sale are
reported at the lower of the carrying amount or
fair value, less cost to sell.
Goodwill and indefinite lived intangibles
The Company accounts for goodwill in accordance
with the provisions of SFAS No. 141 Business
Combinations and SFAS No. 142 Goodwill and
Other Intangible Assets. Accordingly, goodwill
and indefinite lived intangibles is not
amortized but tested for impairment annually in
the second quarter and whenever impairment
indicators require so.
An impairment loss is recognized to the extent
that the carrying amount exceeds the assets
fair value. This determination is made at the
reporting unit level, which has been determined
by the Company to be the level of an entity
that reports discrete financial information to
the Board of Management, which is usually one
level below the division level. The impairment
test consists of two steps. First, the Company
determines the carrying value of each reporting
unit by assigning the assets and liabilities,
including the goodwill and intangible assets,
to those reporting units. Furthermore, the
Company determines the fair value of each
reporting unit and compares it to the carrying
amount of the reporting unit. If the carrying
amount of a reporting unit exceeds the fair
value of the reporting unit, the Company
performs the second step of the impairment
test. In the second step, the Company compares
the implied fair value of the reporting units
goodwill with the carrying amount of the
reporting units goodwill. The implied fair
value of goodwill is determined by allocating
the fair value of the reporting unit to all of
the assets (recognized and unrecognized) and
liabilities of the reporting unit in a manner
similar to a purchase price allocation upon a
business combination in accordance with SFAS
No. 141. The residual fair value after this
allocation is the implied fair value of the
reporting units goodwill. The Company
generally determines the fair value of the
reporting units based on discounted projected
cash flows.
Share capital
Incremental costs directly attributable to the
issuance of shares are recognized as a
deduction from equity. When share capital
recognized as equity is repurchased, the amount
of the consideration paid, including directly
attributable costs, is recognized as a
deduction from equity. Repurchased shares are
classified as treasury shares and are presented
as a deduction from stockholders equity.
Provisions and accruals
The Company recognizes provisions for
liabilities and probable losses that have been
incurred as of the balance sheet date and for
which the amount is uncertain but can be
reasonably estimated.
Provisions of a long-term nature are stated at
present value when the amount and timing of
related cash payments are fixed or reliably
determinable unless the timing of the cash
flows is too uncertain to allow discounting.
Short-term provisions are stated at face
value.
The Company applies the provisions of SOP 96-1,
Environmental liabilities and SFAS No. 5,
Accounting for Contingencies and accrues for
losses associated with environmental
obligations when such losses are probable and
reasonably estimatable. Additionally, in
accordance with SOP 96-1, the Company accrues
for certain costs such as compensation and
benefits for employees directly involved in the
remediation activities. Measurement of
liabilities is based on current legal
requirements and existing technology.
Liabilities and probable insurance recoveries,
if any, are recorded separately. The carrying
amount of liabilities is regularly reviewed and
adjusted for new facts or changes in law or
technology.
Restructuring
The Company applies SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal
Activities.
The provision for restructuring relates to
the estimated costs of initiated
reorganizations that have been approved by
the Board of Management. When such
reorganizations require discontinuance
and/or closure of lines of activities, the
anticipated costs of closure or
discontinuance are included in restructuring
provisions.
SFAS No. 146 requires that a liability be
recognized for those costs only when the
liability is incurred, i.e. when it meets the
definition of a liability. SFAS No. 146 also
establishes fair value as the objective for
initial measurement of the liability.
Liabilities related to one-time employee
termination benefits are recognized ratably
over the future service period if those
employees are required to render services to
the Company, if that period exceeds 60 days or
a longer legal notification period.
128 Philips Annual Report 2006
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|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
226 Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
236 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
Employee termination benefits covered
by a contract or under an ongoing benefit
arrangement continue to be accounted for
under SFAS No. 112, Employers Accounting
for Postemployment Benefits and are
recognized when it is probable that the
employees will be entitled to the benefits,
the amounts can be reasonably estimated, and
management has demonstrably committed the
Company to the termination benefits.
Guarantees
The Company complies with FASB Interpretation
No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others. In
accordance with this interpretation, the
Company recognizes a liability for the fair
value of the obligation incurred for guarantees
within the scope of the recognition criteria of
the Interpretation, including minimum revenue
guarantees.
Accounting standards adopted in 2006
Several accounting pronouncements relevant to
the Company were adopted in 2006:
SFAS No. 123(R), Share-Based Payment
The Company has adopted the amendments to
SFAS No. 123 on share-based payments. Since
the Company had already voluntarily adopted
the fair value measurements from SFAS No.
123, the effects from adopting these
amendments have not been material.
SFAS No. 155 Accounting for Certain Hybrid
Financial Instruments
The Company has elected not to adopt the
provisions from SFAS No. 155 Accounting for
Certain Hybrid Financial Instruments which
allow fair value accounting for hybrid
financial instruments and no longer requires
the embedded derivatives to be separated from
the host contract. The main hybrid financial
instruments relate to divestments in which
convertible instruments have been issued as
consideration for the divested activities, as
well as to personnel debentures in the
Netherlands with a conversion option.
SFAS No. 158 Employers Accounting for
Defined Benefit Pension and Other
Postretirement Plans
In September 2006, SFAS No. 158 Employers
Accounting for Defined Benefit Pension and
Other Postretirement Plans was issued. This
statement requires an employer to recognize
the funded status of a defined-benefit pension
plan measured as the difference between plan
assets at fair value and the defined-benefit
pension obligation in its balance sheet. The
offset of recognizing the funded status is
recorded in accumulated other comprehensive
income (within stockholders equity).
Actuarial gains or losses and prior-service
costs or credits that arise during the period
but are not recognized as components of net
periodic benefit cost pursuant to SFAS No. 87,
Employers Accounting for Pensions, or SFAS
No. 106, Employers Accounting for
Postretirement Benefits Other Than Pensions,
are recognized as a component of other
comprehensive income, net of taxes. Amounts
recognized in accumulated other comprehensive
income, including the gains or losses, prior
service costs or credits, and the transition
obligation remaining from the initial
application of SFAS No. 106, are adjusted as
they are subsequently recognized as components
of net periodic benefit cost pursuant to the
recognition and amortization provisions of
those Statements. SFAS No. 158 will also
require measurement of defined-benefit plan
assets and obligations as of the date of the
employers fiscal year-end balance sheet. The
Company has adopted the requirement to
recognize the funded status and disclosure
requirements as of December 31, 2006. The
measurement date requirement is effective for
fiscal years ending after December 15, 2008.
SEC pronouncements
In September 2006 the US Securities and
Exchange Commission issued SAB 108 Considering
the effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year
Financial Statements. SAB 108 requires a dual
approach under which both the rollover method
and the iron curtain method must be used to
quantify financial statement misstatements. SAB
108 is effective for fiscal years ending after
November 15, 2006. SAB 108 did not result in
any restatements or additional disclosures.
New accounting standards effective as from 2007
The FASB issued several pronouncements
with an effective date on or after January
1, 2007, of which the following are
applicable to the Company.
SFAS No. 156 Accounting for Servicing of
Financial Assets
The statement was
issued in March 2006 and is an amendment
of SFAS No. 140 with respect to the
accounting for separately recognized
servicing assets and servicing
liabilities, with the effective date
January 1, 2007.
The statement requires among others to
recognize a servicing liability upon sale of
financial assets while entering into a
servicing contract. The Company has assessed
its agreements to sell receivables and
concluded that no material impact is expected.
SFAS No. 157 Fair Value Measurements
In September 2006, the FASB issued SFAS No.
157, Fair Value Measurements. This statement
defines fair value, clarifies various concepts
used in fair value measurements, establishes a
framework for measuring fair value in generally
accepted accounting principles, and expands
disclosures about fair value measurements. SFAS
No. 157 is effective for financial statements
issued for fiscal years beginning after
November 15, 2007. The Company is still in the
process of reviewing possible impacts of this
new standard.
FIN 46(R)-6 Determining the Variability to Be
Considered in Applying FASB Interpretation No.
46(R)
This FASB interpretation was posted on April
13, 2006 and addresses how a company should
determine the variability to be considered for
variable interest entities. The FSP becomes
effective January 1, 2007. The Company does not
expect that application of the FSP will change
the conclusions of assessment of variable
interest entities in previous periods.
FIN 48 Accounting for Uncertainty in Income Taxes
This FASB interpretation clarifies the
accounting for uncertainty in income taxes
recognized in an enterprises financial
statements in accordance with SFAS No. 109.
This interpretation prescribes a recognition
threshold and measurement attribute for the
financial statement recognition and measurement
of a tax position taken or expected to be taken
in a tax return. This interpretation also
provides guidance on derecognition,
classification, interest and penalties,
accounting in interim periods, disclosure, and
transition. The Company is still in the process
of determining the effects of this
interpretation. The interpretation will be
effective from 2007 onwards.
Philips Annual Report 2006 129
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|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
Notes to the group financial statements
all amounts in millions of euros unless otherwise stated
1
Discontinued operations
Semiconductors
On September 29, 2006, the Company sold a
majority stake in its Semiconductors division
to a private equity consortium led by Kohlberg
Kravis Robert & Co. (KKR). The transaction
consisted of the sale of the division for a
total consideration of EUR 7,913 million and a
simultaneous acquisition of a minority interest
in the recapitalized organization at a cost of
EUR 854 million. A gain of EUR 4,283 million
was recorded on the sale, net of costs directly
associated with this transaction of
approximately EUR 367 million. The recorded
income tax expense on this gain is still under
discussion with the tax authorities.
In accordance with SFAS No. 144 Accounting for
the Impairment or Disposal of Long-Lived
Assets, the operations of the Semiconductors
division and the aforementioned gain have been
presented as discontinued operations.
Prior-year consolidated financial statements
have been restated to conform to this
presentation.
The Companys ownership interest in the
recapitalized organization, now named NXP
Semiconductors, was recorded initially at its
fair value as at the date of the transaction of
EUR 854 million. Philips ownership in NXP
consists of 19.9% of the preferred shares and
17.5% of the common shares. The Company has
determined that they cannot exert significant
influence over the operating or financial
policies of NXP and accordingly the investment
is accounted for as a cost-method investment.
Philips and NXP will have continuing
relationships through shared research and
development activities and through license
agreements. The existing global service
agreements for amongst others payroll,
network and purchase facilities cover a period
of approximately one year. Additionally,
through the purchase of component products,
namely semiconductor products for the consumer
electronic sector, Philips and NXP will have a
continuing relationship for the foreseeable
future. The Company has assessed the expected
future transactions and determined that the
cash flows from these transactions are not
significant direct cash flows.
The following table summarizes the results
of the Semiconductors division included in
the consolidated statement of income as
discontinued operations for 2004, 2005 and
the period through its divestment on
September 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
4,491 |
|
|
|
4,620 |
|
|
|
3,681 |
|
Costs and expenses |
|
|
(4,061 |
) |
|
|
(4,313 |
) |
|
|
(3,319 |
) |
Gain on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
4,953 |
|
Income before taxes |
|
|
430 |
|
|
|
307 |
|
|
|
5,315 |
|
Income taxes |
|
|
(128 |
) |
|
|
(80 |
) |
|
|
(768 |
) |
Result of equity- accounted investees |
|
|
(42 |
) |
|
|
(73 |
) |
|
|
(63 |
) |
Minority interests |
|
|
(29 |
) |
|
|
(34 |
) |
|
|
(49 |
) |
Net income |
|
|
231 |
|
|
|
120 |
|
|
|
4,435 |
|
The following table shows the
components of the gain from the sale of the
Semiconductors division, net of tax on
December 31, 2006:
|
|
|
|
|
|
|
2006 |
|
Consideration |
|
|
7,913 |
|
Carrying value of net assets disposed |
|
|
(2,593 |
) |
Cost of disposal |
|
|
(367 |
) |
Gain on disposal before taxes |
|
|
4,953 |
|
Income taxes |
|
|
(670 |
) |
Gain on sale |
|
|
4,283 |
|
The following table presents Philips
Semiconductors assets and liabilities,
classified as discontinued operations in the
consolidated balance sheet at December 31,
2005:
|
|
|
|
|
|
|
2005 |
|
Accounts receivable |
|
|
604 |
|
Inventory |
|
|
683 |
|
Investments in equity-accounted investees |
|
|
299 |
|
Property, plant and equipment |
|
|
1,874 |
|
Intangible assets including goodwill |
|
|
272 |
|
Assets of discontinued operations |
|
|
3,732 |
|
|
|
|
|
|
Accounts payables |
|
|
443 |
|
Provisions |
|
|
215 |
|
Other liabilities |
|
|
411 |
|
Minority interest |
|
|
173 |
|
Liabilities of discontinued operations |
|
|
1,242 |
|
Philips Mobile Display Systems
On November 10, 2005, Philips and Toppoly
Optoelectronics Corporation of Taiwan
announced that they had signed a binding
letter of intent to merge Philips Mobile
Display Systems (MDS) business unit with
Toppoly. The company has been named TPO,
and the transaction has been completed in
the first half of 2006.
Philips separately reported the results of
the MDS business as a discontinued
operation, and previous years have been
restated.
Summarized financial information for MDS is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
973 |
|
|
|
653 |
|
|
|
194 |
|
Costs and expenses |
|
|
(952 |
) |
|
|
(736 |
) |
|
|
(165 |
) |
Income before taxes |
|
|
21 |
|
|
|
(83 |
) |
|
|
29 |
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
21 |
|
|
|
(83 |
) |
|
|
29 |
|
The 2006 results of EUR 29 million
mainly relate to translation differences
upon completion of the transaction.
The
2005 results included an impairment loss of
EUR 69 million.
The following table presents MDS assets
and liabilities, classified as
discontinued operations in the
consolidated balance sheet at December 31,
2005:
|
|
|
|
|
|
|
2005 |
|
Accounts receivable |
|
|
135 |
|
Inventories |
|
|
37 |
|
Other assets |
|
|
5 |
|
Property, plant and equipment |
|
|
64 |
|
Assets of discontinued operations |
|
|
241 |
|
|
|
|
|
|
Accounts payable |
|
|
114 |
|
Other liabilities |
|
|
29 |
|
Liabilities of discontinued operations |
|
|
143 |
|
130 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
226 Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
236 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
2
Acquisitions and divestments
2006
During 2006, the Company entered into a number
of acquisitions and completed several disposals
of activities. All business combinations have
been accounted for using the purchase method of
accounting. Major business combinations in 2006
relate to the acquisitions of Lifeline Systems
Inc., Witt Biomedical Corporation, Avent and
Intermagnetics. The remaining business
combinations, both individually and in the
aggregate, were deemed immaterial in respect of
the SFAS No. 141 disclosure requirements.
Sales and Income from operations related to
activities divested in 2006, included in the
Companys consolidated statement of income for
2006, amounted to EUR 975 million and a loss
of EUR 54 million, respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below.
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired1) |
|
|
assets |
|
|
goodwill |
|
Lifeline |
|
|
583 |
|
|
|
(77 |
) |
|
|
319 |
|
|
|
341 |
|
Witt Biomedical |
|
|
110 |
|
|
|
(9 |
) |
|
|
29 |
|
|
|
90 |
|
Avent |
|
|
689 |
|
|
|
(47 |
) |
|
|
392 |
|
|
|
344 |
|
Intermagnetics |
|
|
993 |
|
|
|
(35 |
) |
|
|
255 |
|
|
|
773 |
|
|
|
|
1) |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash |
|
|
net assets |
|
|
recognized |
|
|
|
inflow |
|
|
divested |
|
|
gain |
|
CryptoTec |
|
|
30 |
|
|
|
(1 |
) |
|
|
31 |
|
Philips Enabling Technologies (ETG) |
|
|
45 |
1) |
|
|
42 |
|
|
|
3 |
|
Philips Sound Solutions (PSS) |
|
|
53 |
1) |
|
|
10 |
|
|
|
43 |
|
FEI |
|
|
154 |
|
|
|
78 |
2) |
|
|
76 |
|
|
|
|
1) |
|
Net of cash divested |
|
2) |
|
Includes the release of cumulative translation differences |
Lifeline
On March 22, 2006, Philips completed its
acquisition of Lifeline Systems Inc.
(Lifeline), a leader in personal emergency
response services. Philips acquired a 100%
interest in Lifeline by paying USD 47.75 per
share in cash. This business is included in
Consumer Healthcare Solutions, part of the
Domestic Appliances and Personal Care sector.
The following table summarizes the fair value
of the assets acquired and liabilities
assumed with respect to the acquisition of
the Lifeline shares on March 22, 2006:
|
|
|
|
|
|
|
March 22, 2006 |
|
Total purchase price (net of cash) |
|
|
583 |
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
20 |
|
Other non-current financial assets |
|
|
19 |
|
Working capital |
|
|
8 |
|
Deferred tax liabilities |
|
|
(124 |
) |
Intangible assets |
|
|
319 |
|
Goodwill |
|
|
341 |
|
|
|
|
583 |
|
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization period |
|
|
|
amount |
|
|
in years |
|
Trademark and
trade names |
|
|
114 |
|
|
indefinite |
|
Software |
|
|
9 |
|
|
|
3-5 |
|
Customer relationships |
|
|
196 |
|
|
|
5-20 |
|
|
|
|
319 |
|
|
|
|
|
Witt Biomedical
On April 26, 2006, Philips completed its
acquisition of Witt Biomedical, the largest
independent supplier of hemodynamic monitoring
and clinical reporting systems used in
cardiology catheterization laboratories. Witt
Biomedical has been consolidated within the
Medical Systems sector. Goodwill on this
acquisition is tax-deductible.
The following table summarizes the fair value
of the assets acquired and liabilities
assumed with respect to the acquisition of
the Witt shares on April 26, 2006:
|
|
|
|
|
|
|
April 26, 2006 |
|
Total purchase price (net of cash) |
|
|
110 |
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
1 |
|
Working capital |
|
|
10 |
|
Deferred tax |
|
|
4 |
|
Provisions |
|
|
(24 |
) |
Intangible assets |
|
|
25 |
|
In-process R&D |
|
|
4 |
|
Goodwill |
|
|
90 |
|
|
|
|
110 |
|
Philips Annual Report
2006 131
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
Notes to the group financial statements |
|
|
|
|
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization period |
|
|
|
amount |
|
|
in years |
|
Back-log |
|
|
7 |
|
|
|
1 |
|
Developed and
core technology |
|
|
11 |
|
|
|
4 |
|
Customer relationships
and patents |
|
|
6 |
|
|
|
10 |
|
Other |
|
|
1 |
|
|
|
3 |
|
|
|
|
25 |
|
|
|
|
|
Avent
As of August 31, 2006, Philips completed its
acquisition of Avent, a leading provider of
baby and infant feeding products in the United
Kingdom and the United States. Philips
acquired Avent for EUR 689 million, which was
paid in cash upon completion of the
transaction. As of the date of acquisition
Avent has been consolidated within the
Domestic Appliances and Personal Care sector.
The following table summarizes the initial
fair value of the assets acquired and
liabilities assumed with respect to the
acquisition of the Avent shares on August
31, 2006:
|
|
|
|
|
|
|
August 31, 2006 |
|
Total purchase price (net of cash) |
|
|
689 |
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
35 |
|
Working capital |
|
|
40 |
|
Deferred tax liabilities |
|
|
(122 |
) |
Intangible assets |
|
|
392 |
|
Goodwill |
|
|
344 |
|
|
|
|
689 |
|
The allocation of the purchase price to
the net assets acquired had not yet been
finalized as of December 31, 2006, as further
information related to intangible asset
valuations remained outstanding.
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Trademarks and trade names |
|
|
242 |
|
|
indefinite |
|
Customer relationships and patents |
|
|
150 |
|
|
|
5-18 |
|
|
|
|
392 |
|
|
|
|
|
Intermagnetics
On November 9, 2006, the Company acquired
Intermagnetics General Corporation
(Intermagnetics) for USD 27.50 per share, which
was paid in cash upon completion. Additionally,
in connection with the closing, Philips
provided a loan to Intermagnetics of
approximately USD 120 million to pay off
debt and certain other obligations, including
amounts related to the acceleration of
stock-based compensation and expenses incurred
as a result of the transaction. Since the date
of acquisition, Intermagnetics has been
consolidated within the Medical Systems sector.
The following table summarizes the initial
fair value of the assets acquired and
liabilities assumed with respect to the
acquisition of the Intermagnetics shares on
November 9, 2006:
|
|
|
|
|
|
|
November 9, 2006 |
|
Total purchase price (net of cash) |
|
|
993 |
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
45 |
|
Working capital |
|
|
65 |
|
Deferred tax liabilities |
|
|
(78 |
) |
Provisions |
|
|
(9 |
) |
Long-term debt |
|
|
(1 |
) |
Short-term debt |
|
|
(57 |
) |
In-process R&D |
|
|
29 |
|
Other intangible assets |
|
|
226 |
|
Goodwill |
|
|
773 |
|
|
|
|
993 |
|
The amount of purchased in-process
research and development acquired and written
off in 2006 was EUR 29 million. This amount
is included in the consolidated statement of
income under Research and development
expenses.
The allocation of the purchase price to the
net assets acquired had not been finalized as
of December 31, 2006, as further information
related to intangible asset valuations
remained outstanding.
Other intangible assets, excluding
in-process, research and development,
is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Core and existing technology |
|
|
120 |
|
|
|
6 |
|
Trademarks and trade names |
|
|
17 |
|
|
|
10 |
|
Customer relationships |
|
|
86 |
|
|
|
9 |
|
Miscellaneous |
|
|
3 |
|
|
|
2 |
|
|
|
|
226 |
|
|
|
|
|
Intermagnetics has developed, designed,
manufactured and supplied superconducting
magnet systems and certain other components
used in magnetic resonance imaging systems to
Philips for use in medical systems. This
pre-existing relationship involved EUR 120
million of Intermagnetics revenues in 2006.
132 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
in the last ten years
|
|
|
236 |
|
|
Investor information |
Pro forma disclosures on acquisitions
The following tables present the year-to-date unaudited pro-forma results of Philips, assuming
Lifeline, Witt Biomedical, Avent and Intermagnetics had been consolidated as of January 1, 2006:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2006 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
26,976 |
|
|
|
236 |
|
|
|
27,212 |
|
Income from operations |
|
|
1,183 |
|
|
|
(7 |
) |
|
|
1,176 |
|
Net income |
|
|
5,383 |
|
|
|
(2 |
) |
|
|
5,381 |
|
Basic
earnings per share in
euros |
|
|
4.58 |
|
|
|
|
|
|
|
4.58 |
|
|
|
|
1) |
|
Pro forma adjustments include sales, Income from operations and net income from
continuing operations of the acquired companies from January 1, 2006 to the date of
acquisition. For that purpose, sales related to the pre-existing relationship between Philips
and Intermagnetics have been excluded. As Philips finances its acquisitions with own funds,
the pro forma adjustments exclude the cost of external funding incurred prior to the
acquisition. The pro forma adjustments reflect the impact of the purchase-price accounting
effects from January 1, 2006 to the date of acquisition. Purchase-price accounting effects
primarily relate to the amortization of intangible assets (EUR 72 million, excluding the
write-off of research and development assets) and inventory step-ups (EUR 24 million). |
The following tables present the year-to-date unaudited pro forma results of Philips,
assuming Lifeline, Witt Biomedical, Avent and Intermagnetics had been consolidated as of January 1,
2005:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2005 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
25,775 |
|
|
|
415 |
|
|
|
26,190 |
|
Income from operations |
|
|
1,472 |
|
|
|
(22 |
) |
|
|
1,450 |
|
Net income |
|
|
2,868 |
|
|
|
(10 |
) |
|
|
2,858 |
|
Basic
earnings per share
in euros |
|
|
2.29 |
|
|
|
|
|
|
|
2.29 |
|
|
|
|
1) |
|
Pro forma adjustments include
sales, Income from operations and net
income from continuing operations of the
acquired companies of 2005. For that
purpose, sales related to the pre-existing
relationship between Philips and
Intermagnetics have been excluded. As
Philips finances its acquisitions with
own funds, the pro forma adjustments
exclude the cost of external funding
incurred in 2005. The pro forma
adjustments also reflect the impact of
the purchase-price accounting effects of
2005. These effects primarily relate to
the amortization of intangible assets (EUR
78 million, excluding the write-off of
research and development assets) and
inventory step-ups (EUR 24 million). |
CryptoTec
On March 31, 2006, Philips transferred its
CryptoTec activities to Irdeto, a world leader
in content security and a subsidiary of
multimedia group Naspers. Irdeto purchased the
CryptoTec net assets for an amount of EUR 30
million. The gain on this transaction of EUR 31
million has been reported under Other business
income.
Philips Enabling Technologies
On November 6, 2006, the company sold Philips
Enabling Technologies Group (ETG) to VDL for
EUR 45 million. The gain on this transaction
(EUR 3 million) has been reported under Other
business income.
Philips Sound Solutions
On December 31, 2006, Philips transferred its
Philips Sound Solutions (PSS) business to D&M
Holding for EUR 53 million. The transaction
resulted in a EUR 43 million gain, reported
under Other business income.
FEI
On December 20, 2006, Philips sold its 24.8
percent interest in FEI, a NASDAQ-listed
company, in a public offering. The sale
provided Philips with net proceeds of EUR 154
million and a non-taxable gain of EUR 76
million. The gain is included in Results
relating to equity-accounted investees.
2005
During 2005, the Company completed several
divestments, acquisitions and ventures. All
business combinations have been accounted for
using the purchase method of accounting.
However, both individually and in the aggregate
these business combinations were deemed
immaterial in respect of the SFAS No. 141
disclosure requirements.
Sales and Income from operations related to
activities divested in 2005, included in the
Companys consolidated statement of income for
2005, amounted to EUR 488 million and a loss of
EUR 20 million, respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below.
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired1) |
|
|
assets |
|
|
goodwill |
|
Stentor |
|
|
194 |
|
|
|
(29 |
) |
|
|
108 |
|
|
|
115 |
|
Lumileds |
|
|
788 |
|
|
|
(34 |
) |
|
|
268 |
|
|
|
554 |
|
|
|
|
1) |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow |
|
|
divested1) |
|
|
gain |
|
Connected Displays
(Monitors) |
|
|
|
|
|
|
(136 |
)2) |
|
|
136 |
|
Philips Pension |
|
|
|
|
|
|
|
|
|
|
|
|
Competence Center |
|
|
55 |
|
|
|
13 |
|
|
|
42 |
|
LG.Philips LCD |
|
|
938 |
|
|
|
606 |
|
|
|
332 |
|
TSMC |
|
|
770 |
|
|
|
310 |
|
|
|
460 |
|
NAVTEQ |
|
|
932 |
|
|
|
179 |
|
|
|
753 |
|
Atos Origin |
|
|
554 |
|
|
|
369 |
|
|
|
185 |
|
Great Nordic |
|
|
67 |
|
|
|
19 |
|
|
|
48 |
|
|
|
|
1) |
|
Excluding cash divested |
|
2) |
|
Represents net balance of assets received in excess of net assets divested |
Stentor
In August 2005, the Company acquired all shares
of Stentor, a US-based company. The related
cash outflow was EUR 194 million. Stentor was
founded in 1998 to provide a solution for
enterprise-wide medical image and information
management. The business was included in the
Medical Systems sector.
Lumileds
In November 2005, the Company acquired an
incremental 47.25% Lumileds shares from
Agilent, at a cost of EUR 788 million, which
brought the Companys participating share to a
level of 96.5%. The full business was included
in the Lighting sector. In 2006, the Company
acquired the remaining 3.5% of the shares.
Philips
Annual Report 2006 133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes the fair
value of the assets acquired and liabilities
assumed with respect to the acquisition of
the 47.25% additional Lumileds shares in
November 2005:
|
|
|
|
|
|
|
November 28, 2005 |
|
Total purchase price (net of cash) |
|
|
788 |
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
62 |
|
Goodwill |
|
|
554 |
|
Working capital |
|
|
(78 |
) |
Deferred tax assets |
|
|
17 |
|
Other intangible assets |
|
|
263 |
|
In-process R&D |
|
|
6 |
|
Long-term debt |
|
|
(36 |
) |
|
|
|
788 |
|
The amount of purchased in-process
research and development assets acquired and
written off in 2005 was EUR 6 million. This
amount is included in the consolidated
statement of income under Research and
development expenses.
Employees of Lumileds have vested options on
Lumileds shares which must be offered to
Lumileds when executed and Lumileds is obliged
to acquire these shares. The liability at
December 31, 2005 related to these vested
options was EUR 86 million. There were
3,187,545 and 3,018,442 unvested options
outstanding at November 28, 2005 and December
31, 2005 respectively.
Other intangible assets, excluding in-process
research and development, is comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Core technology |
|
|
55 |
|
|
|
8 |
|
Existing technology |
|
|
91 |
|
|
|
7 |
|
Customer relationships |
|
|
102 |
|
|
|
11 |
|
Luxeon trade name |
|
|
14 |
|
|
|
16 |
|
Backlog |
|
|
1 |
|
|
|
1 |
|
|
|
|
263 |
|
|
|
|
|
The following tables present the
year-to-date unaudited pro-forma results of
Philips, assuming Lumileds had been
consolidated as of January 1, 2005 and
January 1, 2004.
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2005 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
25,775 |
|
|
|
235 |
|
|
|
26,010 |
|
Income from
operations |
|
|
1,472 |
|
|
|
(20 |
) |
|
|
1,452 |
|
Net income |
|
|
2,868 |
|
|
|
(20 |
) |
|
|
2,848 |
|
Basic earnings
per share in
euros |
|
|
2.29 |
|
|
|
|
|
|
|
2.28 |
|
|
|
|
1) |
|
The pro forma adjustments relate to
sales, Income from operations and net
results of Lumileds attributable to the
period preceding the acquisition (EUR 42
million positive impact after tax) and
also reflect the amortization of
intangibles (EUR 17 million after tax),
share-based compensation expense (EUR 23
million after tax), the reversal of
results relating to equity-accounted
investees (EUR 18 million after tax) and
remaining adjustments of EUR 4 million. |
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2004 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
24,855 |
|
|
|
234 |
|
|
|
25,089 |
|
Income from
operations |
|
|
1,156 |
|
|
|
4 |
|
|
|
1,160 |
|
Net income |
|
|
2,836 |
|
|
|
(7 |
) |
|
|
2,829 |
|
Basic earnings
per share in
euros |
|
|
2.22 |
|
|
|
|
|
|
|
2.21 |
|
|
|
|
1) |
|
The pro forma adjustments relate to
sales, Income from operations and net
results of Lumileds of 2004 (EUR 52
million positive impact after taxes) and
also reflect the amortization of
intangibles (EUR 19 million after tax),
share-based compensation expense (EUR 13
million after tax), the reversal of
results relating to equity-accounted
investees (EUR 23 million after tax) and
remaining adjustments of EUR 4 million. |
Connected Displays (Monitors)
In September 2005, Philips sold certain
activities within its monitors and flat TV
business to TPV Technologies, a Hong Kong
listed company, for a 15% ownership interest in
TPV and a convertible bond of EUR 220 million.
A gain of EUR 136 million was recognized in
Other business income. TPV will continue to
produce monitors for Philips that will be sold
under the Philips brand. The Company accounts
for the investment in TPV using the equity
method since the Company can exercise significant influence.
Philips Pension Competence Center
In September 2005, the Company sold the legal
entities which perform the asset management
function and the pension administration of the
Philips Pension Fund to Merrill Lynch and
Hewitt, respectively. The transactions resulted
in a cash inflow of EUR 55 million and a gain
of EUR 42 million, which has been reported
under Other business income.
LG.Philips LCD
In July 2005, LG.Philips LCD issued 65,000,000
American Depository Shares or an equivalent of
32,500,000 shares, resulting in a dilution
gain for the Company of EUR 189 million.
Contemporaneously, the Company sold 9,375,000
common shares.
In December 2005 the Company
sold 18 million common shares. As a result of
these two transactions, the Company had a cash
inflow of EUR 938 million and
134 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
in the last ten years
|
|
|
236 |
|
|
Investor information |
a gain on the sales of shares of EUR 332
million, which has been reported as Results
relating to equity-accounted investees. As a
result of these transactions, the Companys
participating share in LG.Philips LCD was
reduced to 32.9%.
TSMC
In July and September 2005, Philips sold
567,605,000 common shares in the form of
American Depository Shares of TSMC. This
resulted in a cash inflow of EUR 770 million
and a gain of EUR 460 million, which has been
reported as Results relating to
equity-accounted investees.
Philips shareholding after these transactions
was reduced from 19.0% to 16.4%. In 2005,
Philips to accounted for this investment using
the equity method of accounting. After giving
up significant influence in 2006, the Company
designated the investment as available for
sale.
Great Nordic
In September 2005, the Company sold its
remaining share of 3.1% in Great Nordic. This
resulted in a cash inflow of EUR 67 million
and a gain of EUR 48 million, which has been
reported under Financial income and expenses.
Atos Origin
In July 2005, Philips sold its remaining share
of 15.4% in Atos Origin. This resulted in a
cash inflow of EUR 554 million and a gain of
EUR 185 million, which has been reported under
Financial income and expenses.
NAVTEQ
In April and May 2005, the Company sold its
remaining share of 37.1% in NAVTEQ. This
resulted in a cash inflow of EUR 932 million
and a gain of EUR 753 million, which has been
reported as Results relating to
equity-accounted investees.
2004
During 2004, the Company completed several
divestments, acquisitions and ventures. All
business combinations have been accounted for
using the purchase method of accounting.
However, both individually and in the
aggregate, these business combinations were
deemed immaterial in respect of the SFAS No.
141 disclosure requirements.
Sales and Income from operations related to
activities divested in 2004 for the period
included in the consolidation amounted to
EUR 190 million and a profit of EUR 60
million, respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below:
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired1) |
|
|
assets |
|
|
goodwill |
|
Philips-Neusoft Medical Systems |
|
|
49 |
|
|
|
1 |
|
|
|
5 |
|
|
|
43 |
|
Gemini Industries |
|
|
48 |
|
|
|
32 |
|
|
|
8 |
|
|
|
8 |
|
Industriegrundstuecks-Verwaltungs GmbH |
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow |
|
|
divested1) |
|
|
gain (loss) |
|
Philips HeartCare
Telemedicine Services |
|
|
(8 |
) |
|
|
(6 |
) |
|
|
(2 |
) |
Atos Origin |
|
|
552 |
|
|
|
401 |
|
|
|
151 |
|
NAVTEQ |
|
|
672 |
|
|
|
37 |
|
|
|
635 |
|
|
Philips Consumer Electronics
Industries Poland |
|
|
(24 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
1) |
|
Excluding cash divested |
Philips and Neusoft Medical Systems
In July 2004, the Company and China Neusoft
Group formed a venture in which Philips has an
equity participation of 51%. The acquisition
was completed through a series of asset
transfers and capital injection transactions.
The effect of the transactions is that Philips
paid EUR 49 million in cash for the interest
acquired. Neusoft contributed its manufacturing
assets and knowledge to the venture and holds
the other 49%. Intangible assets including
goodwill have been recognized at amounts
totaling EUR 48 million, of which EUR 43
million relates to goodwill.
Gemini Industries
In August 2004, the Company acquired all of
the shares of Gemini Industries, a North
American supplier of consumer electronics and
PC accessories at a cost of EUR 48 million,
including the assumption of bank debt that was
liquidated simultaneously with the
acquisition. The cost of the acquisition has
been allocated based upon the fair value of
assets acquired and liabilities assumed. An
amount of EUR 8 million has been assigned to a
customer-related intangible asset.
Additionally, EUR 8 million, representing the
excess of cost over the fair value of the net
assets acquired, has been recorded as
goodwill. The customer-related intangible
asset is being amortized over its estimated
useful life of 15 years.
Philips HeartCare Telemedicine Services
In January 2004, the Company sold its 80%
interest in the Philips HeartCare Telemedicine
Services (PHTS) venture to the other owner, SHL
Telemedicine International, an Israeli company
in which the Company holds an 18.6% interest.
The investment in SHL Telemedicine is accounted
for using the cost method. The transaction
resulted in a cash outflow of EUR 8 million
and a loss of EUR 2 million in 2004.
Accordingly, the PHTS entity was deconsolidated
in January 2004.
NAVTEQ
The IPO of NAVTEQ in August 2004 resulted in a
EUR 635 million gain on the sale of shares and
a cash inflow of EUR 672 million. Following
the IPO, Philips interest in NAVTEQ decreased
from 83.5% to 34.8%, (37.7% upon settlement of
the purchase by the Company of an additional
2.6 million
shares). Accordingly, consolidation of NAVTEQ
ceased as from August 2004, while the Companys
remaining interest was accounted for using the
equity method. In 2005 the Companys remaining
interest was sold.
Philips Consumer Electronics Industries Poland
In December 2004, Philips sold its Polish
television assembly plant in Kwidzyn, Poland
to Jabil Circuit, a global electronics
manufacturer. The transaction resulted in a
cash outflow of EUR 24 million. Jabil will
continue production assembly for Philips from
the facility.
Atos Origin
In December 2004, Philips sold a 16.5% stake
in Atos Origin. The cash proceeds from this
sale were EUR 552 million, while the gain
amounted to EUR 151 million. At December 31,
2004, Philips held a stake of 15.4%. As a
result of this transaction, the Company ceased
using the equity method of accounting for Atos
Origin as from December 2004, because no
significant influence in Atos Origin could
be exercised.
Industriegrundstuecks-Verwaltungs GmbH
In December 2004, the Company acquired the
shares of IGV, a real estate company which
owned a substantial part of the buildings
that were rented by the Company in Austria.
The transaction involved a cash outflow of
EUR 12 million.
Philips
Annual Report 2006 135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
3.
Income from operations
For information related to sales and
income from operations on a geographical and
segmental basis, see the section Information
by sectors and main countries in the chapter
Group financial statements of this Annual
Report.
Sales composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Goods |
|
|
22,239 |
|
|
|
23,044 |
|
|
|
24,157 |
|
Services |
|
|
1,995 |
|
|
|
2,225 |
|
|
|
2,317 |
|
Licenses |
|
|
621 |
|
|
|
506 |
|
|
|
502 |
|
|
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
Salaries and wages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Salaries and wages |
|
|
4,595 |
|
|
|
4,612 |
|
|
|
4,805 |
|
Pension costs |
|
|
235 |
|
|
|
216 |
|
|
|
155 |
|
Other social security and similar charges: |
|
|
|
|
|
|
|
|
|
|
|
|
- Required by law |
|
|
612 |
|
|
|
609 |
|
|
|
652 |
|
- Voluntary |
|
|
185 |
|
|
|
(12 |
) |
|
|
116 |
|
|
|
|
5,627 |
|
|
|
5,425 |
|
|
|
5,728 |
|
Salaries and wages include an amount of
EUR 78 million (2005: EUR 106 million, 2004:
EUR 113 million) relating to restructuring
charges.
See note 20 to the financial statements
for further information on pension costs.
For the remuneration of the Board of
Management and Supervisory Board, please
refer to note 34.
Employees
The average number of employees by category
is summarized as follows (in FTEs):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Production |
|
|
65,171 |
|
|
|
61,893 |
|
|
|
65,957 |
|
Research & development |
|
|
14,282 |
|
|
|
13,770 |
|
|
|
13,397 |
|
Other |
|
|
29,520 |
|
|
|
28,555 |
|
|
|
27,888 |
|
Permanent employees |
|
|
108,973 |
|
|
|
104,218 |
|
|
|
107,242 |
|
Temporary employees |
|
|
21,056 |
|
|
|
19,124 |
|
|
|
16,434 |
|
Continued operations |
|
|
130,029 |
|
|
|
123,342 |
|
|
|
123,676 |
|
Discontinued operations |
|
|
35,287 |
|
|
|
37,585 |
|
|
|
37,354 |
1) |
|
|
|
1) |
|
Average number of first nine months of 2006 |
In many countries, employees render
services under collective labor agreements, of
which a significant portion expires within a
year.
Depreciation and amortization
Depreciation of property, plant and
equipment and amortization of intangibles
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Depreciation of property, plant and
equipment |
|
|
650 |
|
|
|
556 |
|
|
|
564 |
|
Amortization of internal use software |
|
|
93 |
|
|
|
79 |
|
|
|
71 |
|
Amortization of other intangible assets |
|
|
116 |
|
|
|
99 |
|
|
|
166 |
|
Impairment of goodwill |
|
|
592 |
|
|
|
|
|
|
|
|
|
Write-off of in-process R&D |
|
|
|
|
|
|
6 |
|
|
|
33 |
|
|
|
|
1,451 |
|
|
|
740 |
|
|
|
834 |
|
Depreciation of property, plant and
equipment includes an additional write-off in
connection with the retirement of property,
plant and equipment amounting to EUR 20 million
in 2006 (2005: EUR 13 million, 2004: EUR 24
million).
Included in depreciation of property, plant and
equipment is an amount of EUR 17 million (2005:
EUR 42 million, 2004: EUR 115 million) relating
to impairment charges.
Depreciation of property, plant and
equipment and amortization of software are
primarily included in cost of sales.
In 2006, no goodwill impairments were
recorded (2005: nil, 2004: EUR 592 million,
of which EUR 590 million related to
MedQuist).
Rent
Rent expenses amounted to EUR 396 million in
2006 (2005: EUR 383 million, 2004: EUR 361
million).
Selling expenses
Advertising and sales promotion costs
incurred during 2006 totaled EUR 959 million
(2005: EUR 905 million, 2004: EUR 878
million) and are included in selling
expenses. Shipping and handling costs of EUR
558 million are also included (2005: EUR 497
million, 2004: EUR 443 million).
General and administrative expenses
General and administrative expenses include the
costs related to management and staff
departments in the corporate center, divisions
and country/regional organizations, amounting
to EUR 922 million in 2006 (2005: EUR 813
million, 2004: EUR 788 million). Additionally,
the pension costs and costs of other
postretirement benefit plans relating to
employees, not allocated to current division
activities, amounted to a net cost of EUR 87
million in 2006 (2005: EUR 16 million, 2004:
EUR 151 million).
Research and development expenses
Expenditures for research and development
activities amounted to EUR 1,668 million,
representing 6.2% of Group sales (2005: EUR
1,602 million, 6,2% of Group sales 2004: EUR
1,615 million, 6.5% of Group sales).
For information related to research and
development expenses on a segmental basis,
see the section Information by sectors and
main countries of the chapter Group financial statements of this Annual Report.
136 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
in the last ten years
|
|
|
236 |
|
|
Investor information |
Other business income
Other business income consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Results on disposal of businesses |
|
|
635 |
|
|
|
175 |
|
|
|
103 |
|
Results on disposal of fixed assets |
|
|
45 |
|
|
|
148 |
|
|
|
107 |
|
Remaining business income (expense) |
|
|
(49 |
) |
|
|
94 |
|
|
|
24 |
|
|
|
|
631 |
|
|
|
417 |
|
|
|
234 |
|
Results on the disposal of businesses consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Philips Sound Solutions |
|
|
|
|
|
|
|
|
|
|
43 |
|
CryptoTec |
|
|
|
|
|
|
|
|
|
|
31 |
|
Connected Displays (Monitors) |
|
|
|
|
|
|
136 |
|
|
|
23 |
|
Philips Pension Competence Center |
|
|
|
|
|
|
42 |
|
|
|
|
|
Initial public offering NAVTEQ |
|
|
635 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
(3 |
) |
|
|
6 |
|
|
|
|
635 |
|
|
|
175 |
|
|
|
103 |
|
The result on disposal of businesses in
2006 is related mainly to the sale of the
CryptoTec activities which resulted in a gain
of EUR 31 million, the sale of Philips Sound
Solutions PSS to D&M Holding at a gain of EUR
43 million and the sale of the monitor business
in Connected Displays at a gain of EUR 23
million. The result on disposal of fixed
assets is mainly related to the sale of certain
real estate assets in Austria with a gain of
EUR 31 million. The remaining business income
consists of the settlement of certain legal
claims and some releases of provisions.
The result on disposal of businesses in 2005
related mainly to the sale of certain
activities within the Companys monitors and flat TV business to TPV at a gain of EUR 136
million, and the sale of asset management and
pension administration activities to Merrill
Lynch and Hewitt respectively at a gain of EUR
42 million (refer to note 2). The result on
disposal of fixed assets in 2005 mainly
related to the sale of buildings in Suresnes,
France (EUR 67 million) and in the Netherlands
(EUR 36 million). In 2005, remaining business
income (expense) consisted of the settlement of
some legal claims and some releases of
provisions.
The result on disposal of businesses in 2004
consisted of a non-taxable gain of EUR 635
million on the initial public offering of
NAVTEQ which included cumulative translation
losses of EUR 11 million. In 2004, remaining
business income consisted of a variety of
items, the most significant being insurance
recoveries of EUR 58 million, releases of
provisions related to the disentanglement of
some former businesses, and the payment of EUR
133 million for the settlement of litigation in
the US with Volumetrics, net of insurance.
4.
Restructuring and impairment charges
In 2006, a charge of EUR 116 million was
recorded for restructuring. Goodwill impairment
charges were zero in 2006 and 2005, while in
2004 the Company recorded goodwill impairment
charges aggregating EUR 592 million, primarily
related to MedQuist. There was an amount of EUR
1 million on inventory write-downs as part of
restructuring projects included in the cost of
sales in 2006 (2005: nil. 2004: EUR 33
million). The components of restructuring and
impairment charges recorded in 2004, 2005 and
2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Personnel lay-off costs |
|
|
113 |
|
|
|
106 |
|
|
|
78 |
|
Write-down of assets |
|
|
125 |
|
|
|
31 |
|
|
|
38 |
|
Other restructuring costs |
|
|
36 |
|
|
|
18 |
|
|
|
5 |
|
Release of excess provisions |
|
|
(18 |
) |
|
|
(8 |
) |
|
|
(5 |
) |
Net restructuring and
impairment charges |
|
|
256 |
|
|
|
147 |
|
|
|
116 |
|
Goodwill impairment |
|
|
592 |
|
|
|
|
|
|
|
|
|
Total restructuring and
impairment charges |
|
|
848 |
|
|
|
147 |
|
|
|
116 |
|
The restructuring and impairment
charges are included in the following
line items in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cost of sales |
|
|
177 |
|
|
|
89 |
|
|
|
63 |
|
Selling expenses |
|
|
41 |
|
|
|
32 |
|
|
|
8 |
|
G&A expenses |
|
|
12 |
|
|
|
4 |
|
|
|
7 |
|
Research & development expenses |
|
|
26 |
|
|
|
22 |
|
|
|
38 |
|
Net restructuring and
impairment charges |
|
|
256 |
|
|
|
147 |
|
|
|
116 |
|
Research & development expenses include
EUR 33 million as a result of in-process R&D
written-off in conjunction with the
acquisition of Intermagnetics and Witt
Biomedical (in 2005 EUR 6 million was included
for Lumileds).
The most significant new projects in 2006
|
|
Within Lighting: the relocation of parts
of the loss-making activities in Weert,
Netherlands, to low-cost areas, the
relocation in Mexico of all Juarez plant
activities to the Monterrey plant and the
relocation of the standard Lead in Wire
business in the Netherlands (Deurne) to
Poland |
|
|
|
Within Medical Systems: the transfer of
the production of SPECT cameras from
Milpitas to Cleveland |
|
|
|
Within DAP: the restructuring of the
Klagenfurt site in Austria, reduction
of the fixed cost base and providing a
more diverse and flexible supply base. |
The movements in the provisions and liabilities
for restructuring costs in 2006 are presented
by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Dec. 31, |
|
|
|
2005 |
|
|
additions |
|
|
utilized |
|
|
released |
|
|
changes1) |
|
|
2006 |
|
Medical
Systems |
|
|
|
|
|
|
48 |
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
13 |
|
DAP |
|
|
3 |
|
|
|
13 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
6 |
|
CE |
|
|
23 |
|
|
|
12 |
|
|
|
(19 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
12 |
|
Lighting |
|
|
6 |
|
|
|
48 |
|
|
|
(7 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
45 |
|
Other
Activities |
|
|
30 |
|
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
16 |
|
|
|
|
62 |
|
|
|
121 |
|
|
|
(82 |
) |
|
|
(5 |
) |
|
|
(4 |
) |
|
|
92 |
|
|
|
|
1) |
|
Other changes primarily relate to translation differences |
Philips
Annual Report 2006 137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
Additions in 2006 of EUR 121
million are presented by sector as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
|
|
|
personnel |
|
|
down of |
|
|
other |
|
|
|
|
|
|
costs |
|
|
assets |
|
|
costs |
|
|
total |
|
Medical Systems |
|
|
13 |
|
|
|
33 |
|
|
|
2 |
|
|
|
48 |
|
DAP |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
13 |
|
CE |
|
|
11 |
|
|
|
|
|
|
|
1 |
|
|
|
12 |
|
Lighting |
|
|
41 |
|
|
|
5 |
|
|
|
2 |
|
|
|
48 |
|
Other Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
38 |
|
|
|
5 |
|
|
|
121 |
|
The most significant new projects in 2005
New projects in 2005 included the closure of
the Audio/Video Innovation Centre and the
restructuring of the Mobile Infotainment
business in CE. Furthermore, within Lighting,
further rationalization took place in Lamps
through downsizing of excess capacity and
transfer of production to low-wage countries.
Within Other Activities, a number of activities
were prepared for their disentanglement or
divestment. The remaining restructuring
projects in 2005 covered a number of smaller
projects, all relating to lay-offs.
The movements in the provisions and liabilities
for restructuring costs in 2005 are presented
by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Dec. 31, |
|
|
|
2004 |
|
|
additions |
|
|
utilized |
|
|
released |
|
|
changes 1) |
|
|
2005 |
|
Medical
Systems |
|
|
2 |
|
|
|
2 |
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
DAP |
|
|
1 |
|
|
|
4 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
3 |
|
CE |
|
|
33 |
|
|
|
67 |
|
|
|
(76 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
23 |
|
Lighting |
|
|
12 |
|
|
|
41 |
|
|
|
(44 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
6 |
|
Other
Activities |
|
|
59 |
|
|
|
41 |
|
|
|
(39 |
) |
|
|
(3 |
) |
|
|
(28 |
) |
|
|
30 |
|
|
|
|
107 |
|
|
|
155 |
|
|
|
(164 |
) |
|
|
(8 |
) |
|
|
(28 |
) |
|
|
62 |
|
|
|
|
1) |
|
Other changes primarily related to translation differences |
Additions in 2005 of EUR 155
million are presented by sector as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
|
|
|
personnel |
|
|
down of |
|
|
other |
|
|
|
|
|
|
costs |
|
|
assets |
|
|
costs |
|
|
total |
|
Medical Systems |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
2 |
|
DAP |
|
|
3 |
|
|
|
|
|
|
|
1 |
|
|
|
4 |
|
CE |
|
|
54 |
|
|
|
|
|
|
|
13 |
|
|
|
67 |
|
Lighting |
|
|
32 |
|
|
|
6 |
|
|
|
3 |
|
|
|
41 |
|
Other Activities |
|
|
16 |
|
|
|
25 |
|
|
|
|
|
|
|
41 |
|
|
|
|
106 |
|
|
|
31 |
|
|
|
18 |
|
|
|
155 |
|
The most significant new projects in 2004
The major new projects in 2004 were
in CE, Lighting and Other Activities.
The movements in provisions and liabilities
for restructuring costs in 2004 are
presented by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Dec. 31, |
|
|
|
2003 |
|
|
additions |
|
|
utilized |
|
|
released |
|
|
changes 1) |
|
|
2004 |
|
Medical
Systems |
|
|
22 |
|
|
|
3 |
|
|
|
(14 |
) |
|
|
(8 |
) |
|
|
(1 |
) |
|
|
2 |
|
DAP |
|
|
3 |
|
|
|
8 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
1 |
|
CE |
|
|
55 |
|
|
|
140 |
|
|
|
(157 |
) |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
33 |
|
Lighting |
|
|
10 |
|
|
|
65 |
|
|
|
(56 |
) |
|
|
(2 |
) |
|
|
(5 |
) |
|
|
12 |
|
Other
Activities |
|
|
81 |
|
|
|
58 |
|
|
|
(66 |
) |
|
|
(6 |
) |
|
|
(8 |
) |
|
|
59 |
|
|
|
|
171 |
|
|
|
274 |
|
|
|
(303 |
) |
|
|
(18 |
) |
|
|
(17 |
) |
|
|
107 |
|
|
|
|
1) |
|
Other changes primarily related to translation differences |
Additions in 2004 of EUR 274
million are presented by sector as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
|
|
|
personnel |
|
|
down of |
|
|
other |
|
|
|
|
|
|
costs |
|
|
assets |
|
|
costs |
|
|
total |
|
Medical Systems |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
DAP |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
CE |
|
|
61 |
|
|
|
50 |
|
|
|
29 |
|
|
|
140 |
|
Lighting |
|
|
30 |
|
|
|
33 |
|
|
|
2 |
|
|
|
65 |
|
Other Activities |
|
|
11 |
|
|
|
42 |
|
|
|
5 |
|
|
|
58 |
|
|
|
|
113 |
|
|
|
125 |
|
|
|
36 |
|
|
|
274 |
|
The releases of surplus in 2006, 2005
and 2004 were primarily attributable to
reduced severance due to a transfer of
employees who were originally expected to be
laid off to other positions within Philips. In
2004, the release was partly attributable to
tools and equipment sold, which was originally
not anticipated in the plan.
The Company expects to make maximum cash
expenditures of EUR 92 million in the next two
years under restructuring programs that
existed at December 31, 2006.
138 Philips Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
in the last ten years
|
|
|
236 |
|
|
Investor information |
5.
Financial income and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Interest income |
|
|
48 |
|
|
|
92 |
|
|
|
156 |
|
Interest expense |
|
|
(306 |
) |
|
|
(289 |
) |
|
|
(339 |
) |
Net interest expense |
|
|
(258 |
) |
|
|
(197 |
) |
|
|
(183 |
) |
|
Income from non-current
financial assets |
|
|
442 |
|
|
|
240 |
|
|
|
334 |
|
Foreign exchange results |
|
|
(1 |
) |
|
|
1 |
|
|
|
2 |
|
Miscellaneous financing
expense/income, net |
|
|
33 |
|
|
|
64 |
|
|
|
(119 |
) |
Total other financial income
and expense |
|
|
474 |
|
|
|
305 |
|
|
|
217 |
|
|
|
|
216 |
|
|
|
108 |
|
|
|
34 |
|
Interest income increased by EUR 64
million during 2006, mainly as a result of
higher average cash balances and higher
average interest rates applied to these cash
balances during 2006, compared to 2005.
Interest expense increased by EUR 50 million
during 2006, mainly as a result of higher
interest costs on derivatives related to
hedging of the Companys foreign currency
denominated cash balances and inter-company
funding positions.
In 2006, income from non-current financial
assets totaled EUR 334 million, and included a
cash dividend of EUR 223 million from TSMC and
a gain of EUR 97 million upon designation of
the TSMC shares received through a stock
dividend as trading securities. In 2005, EUR
233 million of tax-exempt gains from the sale
of the remaining shares in Atos Origin and
Great Nordic were recognized. In 2004, EUR 440
million of tax-exempt gains on the sale of the
remaining shares in ASML and Vivendi Universal
were recorded.
In 2006, miscellaneous financial charges
included an impairment charge of EUR 77 million
in relation to the investment in TPO Display
Corp, a further EUR 61 million loss as a result
of the fair value change in the conversion
option embedded in the convertible bond
received from TPV and a EUR 29 million gain as
a result of increases in the fair value of the
trading securities held in TSMC. In 2005,
miscellaneous financial charges included a EUR
53 million fair value gain on the conversion
option embedded in the TPV convertible bond.
6.
Income taxes
The tax expense on income before tax
amounted to EUR 137 million in 2006 (2005: EUR
506 million, 2004: EUR 230 million). TSMC
shares held by Philips in Taiwan were
transferred to Philips in the Netherlands in
2005. This resulted in a withholding tax
expense of EUR 240 million in 2005.
The components of income before taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Netherlands |
|
|
856 |
|
|
|
616 |
|
|
|
444 |
|
Foreign |
|
|
516 |
|
|
|
964 |
|
|
|
773 |
|
Income before taxes |
|
|
1,372 |
|
|
|
1,580 |
|
|
|
1,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(46 |
) |
|
|
3 |
|
|
|
81 |
|
Deferred taxes |
|
|
(100 |
) |
|
|
(92 |
) |
|
|
(58 |
) |
|
|
|
(146 |
) |
|
|
(89 |
) |
|
|
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(220 |
) |
|
|
(454 |
) |
|
|
(273 |
) |
Deferred taxes |
|
|
136 |
|
|
|
37 |
|
|
|
113 |
|
|
|
|
(84 |
) |
|
|
(417 |
) |
|
|
(160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(230 |
) |
|
|
(506 |
) |
|
|
(137 |
) |
Philips operations are subject to
income taxes in various foreign
jurisdictions. The statutory income tax
rates vary from 12.5% to 41.0%, which
causes a difference between the weighted
average statutory income tax rate and the
Netherlands statutory income tax rate of
29.6% (2005: 31.5%; 2004: 34.5%).
A reconciliation of the weighted average
statutory income tax rate to the effective
income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Weighted average statutory
income tax rate |
|
|
34.9 |
|
|
|
32.6 |
|
|
|
30.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in the valuation allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
- utilization of previously reserved loss
carryforwards |
|
|
(1.3 |
) |
|
|
(3.2 |
) |
|
|
(1.6 |
) |
- new loss carryforwards not expected
to be realized |
|
|
2.8 |
|
|
|
3.1 |
|
|
|
2.2 |
|
- addition/(releases) |
|
|
(4.6 |
) |
|
|
(9.3 |
) |
|
|
3.5 |
|
Non-tax-deductible impairment charges |
|
|
14.8 |
|
|
|
|
|
|
|
|
|
Non-taxable income |
|
|
(33.3 |
) |
|
|
(10.0 |
) |
|
|
(16.3 |
) |
Non-tax-deductible expenses |
|
|
2.6 |
|
|
|
4.9 |
|
|
|
9.0 |
|
Withholding and other taxes |
|
|
1.0 |
|
|
|
16.3 |
|
|
|
1.2 |
|
Tax incentives and other |
|
|
(0.1 |
) |
|
|
(2.4 |
) |
|
|
(16.8 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
16.8 |
|
|
|
32.0 |
|
|
|
11.3 |
|
The weighted average statutory tax rate
declined due to changes in tax rates in
certain countries, primarily due to a
decrease in the tax rate in the Netherlands
reflected in Tax incentives and other.
Non-taxable income mainly relates to TSMC dividend.
Philips
Annual Report 2006 139
112 |
|
Group financial statements |
|
|
|
Notes to the group financial statements |
218 |
|
Company financial statements |
Deferred tax assets and liabilities
Deferred tax assets and liabilities relate to the following balance sheet captions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
assets |
|
|
liabilities |
|
|
assets |
|
|
liabilities |
|
Intangible assets |
|
|
100 |
|
|
|
(290 |
) |
|
|
100 |
|
|
|
(350 |
) |
Property, plant and
equipment |
|
|
120 |
|
|
|
(80 |
) |
|
|
90 |
|
|
|
(60 |
) |
Inventories |
|
|
170 |
|
|
|
(30 |
) |
|
|
160 |
|
|
|
(20 |
) |
Prepaid pension costs |
|
|
10 |
|
|
|
(500 |
) |
|
|
10 |
|
|
|
(590 |
) |
Other receivables |
|
|
80 |
|
|
|
(20 |
) |
|
|
70 |
|
|
|
(20 |
) |
Other assets |
|
|
340 |
|
|
|
(80 |
) |
|
|
420 |
|
|
|
(20 |
) |
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
260 |
|
|
|
(10 |
) |
|
|
560 |
|
|
|
(240 |
) |
- Restructuring |
|
|
30 |
|
|
|
|
|
|
|
20 |
|
|
|
|
|
- Guarantees |
|
|
10 |
|
|
|
|
|
|
|
10 |
|
|
|
|
|
- Termination benefits |
|
|
30 |
|
|
|
|
|
|
|
20 |
|
|
|
|
|
- Other postretirement
benefits |
|
|
120 |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
- Other |
|
|
550 |
|
|
|
(80 |
) |
|
|
460 |
|
|
|
(140 |
) |
Other |
|
|
210 |
|
|
|
(68 |
) |
|
|
190 |
|
|
|
(25 |
) |
Total deferred tax assets/
liabilities |
|
|
2,030 |
|
|
|
(1,158 |
) |
|
|
2,210 |
|
|
|
(1,465 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax loss carryforwards
(including tax credit
carryforwards) |
|
|
1,743 |
|
|
|
|
|
|
|
1,000 |
|
|
|
|
|
Net deferred tax position |
|
|
2,615 |
|
|
|
|
|
|
|
1,745 |
|
|
|
|
|
Valuation allowances |
|
|
(935 |
) |
|
|
|
|
|
|
(721 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
1,680 |
|
|
|
|
|
|
|
1,024 |
|
|
|
|
|
In assessing the realizability of deferred tax assets, management considers whether it is
more likely than not that some portion or all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable
income during the periods in which those temporary differences become deductible. Management
considers the scheduled reversal of deferred tax liabilities, projected future taxable income and
tax planning strategies in making this assessment. In order to fully realize the deferred tax
assets arising from net operating losses, the Company will need to generate future taxable income
in the countries where the net operating losses were incurred. Based upon the level of historical
taxable income and projections for future taxable income over the periods in which the deferred tax
assets are deductible, management believes, as at December 31, 2006, it is more likely than not
that the Company will realize the benefits of these deductible differences, net of the existing
valuation allowance.
The valuation allowance for deferred tax assets as of December 31, 2006 and 2005 was EUR 721
million and EUR 935 million respectively. The net changes in the total valuation allowance for the
years ended December 31, 2006, 2005 and 2004 were an decrease of EUR 214 million, an increase of
EUR 40 million and a decrease of EUR 170 million respectively. The EUR 214 million decrease of the
valuation allowance in 2006, is mainly related to reductions in the tax loss carry forwards related
to tax credits which cannot be recovered.
The portion of the valuation allowance relating to deferred tax assets for which subsequently
recognized tax benefits will be allocated to reduce goodwill or other intangible assets of an
acquired entity or directly to contributed capital, amounts to EUR 5 million (2005: EUR 39
million).
At December 31, 2006, operating loss carryforwards expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012/ |
|
|
|
|
|
|
un- |
|
Total |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2016 |
|
|
later |
|
|
limited |
|
3,651 |
|
|
114 |
|
|
|
8 |
|
|
|
22 |
|
|
|
22 |
|
|
|
24 |
|
|
|
26 |
|
|
|
251 |
|
|
|
3,184 |
|
The Company also has tax credit carryforwards of EUR 70 million, which are available to
offset future tax, if any, and which expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012/ |
|
|
|
|
|
|
un- |
|
Total |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2016 |
|
|
later |
|
|
limited |
|
70 |
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
10 |
|
|
|
16 |
|
|
|
38 |
|
Classification of the deferred tax assets and liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Deferred tax assets grouped under other
current assets |
|
|
482 |
|
|
|
508 |
|
Deferred tax assets grouped under other
non-current assets |
|
|
1,523 |
|
|
|
1,144 |
|
Deferred tax liabilities grouped under provisions |
|
|
(325 |
) |
|
|
(628 |
) |
|
|
|
1,680 |
|
|
|
1,024 |
|
Classification of the income tax payable and receivable is as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Income tax receivable grouped under
current receivables |
|
|
71 |
|
|
|
105 |
|
Income tax receivable grouped under
non-current receivables |
|
|
10 |
|
|
|
25 |
|
Income tax payable grouped under
accrued liabilities |
|
|
(524 |
) |
|
|
(519 |
) |
Income tax payable grouped under
non-current liabilities |
|
|
(59 |
) |
|
|
(36 |
) |
The amount of the unrecognized deferred income tax liability for temporary differences of EUR
47 million (2005: EUR 118 million) relates to unremitted earnings in foreign Group companies, which
are considered to be permanently re-invested. Under current Dutch tax law, no additional taxes are
payable. However, in certain jurisdictions, withholding taxes would be payable.
The tax expense on the gain from the divestment of the Semiconductors division, as well as the use
of tax credits, are under discussion with the tax authorities.
140 Philips Annual Report 2006
224 |
|
Reconciliation of
non-US GAAP information |
234 |
|
The Philips Group
in the last ten years |
7
Investments in equity-accounted investees
Results relating to equity-accounted investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Companys participation in
income and loss |
|
|
1,033 |
|
|
|
513 |
|
|
|
(180 |
) |
Gains on sales of shares |
|
|
185 |
|
|
|
1,545 |
|
|
|
79 |
|
Gains arising from dilution effects |
|
|
254 |
|
|
|
165 |
|
|
|
14 |
|
Investment impairment/other charges |
|
|
(8 |
) |
|
|
(469 |
) |
|
|
(70 |
) |
|
|
|
1,464 |
|
|
|
1,754 |
|
|
|
(157 |
) |
Detailed information on the aforementioned individual line items is set out below.
Companys participation in income and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
LG.Philips LCD |
|
|
575 |
|
|
|
146 |
|
|
|
(196 |
) |
LG.Philips Displays |
|
|
(69 |
) |
|
|
(39 |
) |
|
|
|
|
Others |
|
|
527 |
|
|
|
406 |
|
|
|
16 |
|
|
|
|
1,033 |
|
|
|
513 |
|
|
|
(180 |
) |
2006
The Company had a share in losses which were mainly related to LG.Philips LCD.
2005
The Company had a share in income, mainly TSMC and LG.Philips LCD, and losses, mainly LG.Philips
Display. The operational loss of LG.Philips Displays included restructuring costs of EUR 30
million.
2004
LG.Philips Displays loss included impairment charges of EUR 84 million, which were recorded in
conjunction with the write-down of its assets in Dreux (France), Ann Arbor (USA) and Barcelona
(Spain).
InterTrust Technologies contributed a net gain of EUR 100 million related to its license agreement
with Microsoft. Various other unconsolidated companies (primarily TSMC and Atos Origin) contributed
a net profit of EUR 377 million. As of August 2004, NAVTEQ was recorded under investments in
unconsolidated companies.
Results on sales of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
FEI Company |
|
|
|
|
|
|
|
|
|
|
76 |
|
NAVTEQ |
|
|
|
|
|
|
753 |
|
|
|
|
|
TSMC |
|
|
|
|
|
|
460 |
|
|
|
|
|
LG.Philips LCD |
|
|
|
|
|
|
332 |
|
|
|
|
|
Atos Origin |
|
|
151 |
|
|
|
|
|
|
|
|
|
Others |
|
|
34 |
|
|
|
|
|
|
|
3 |
|
|
|
|
185 |
|
|
|
1,545 |
|
|
|
79 |
|
2006
In 2006, Philips sold its interest of 24.8% in FEI Company (see note 2).
2005
In 2005, Philips sold its remaining 33.1 million shares in NAVTEQ, resulting in a non-taxable gain
of EUR 753 million. As a result of this transaction, Philips shareholding in NAVTEQ was reduced to
zero.
Results on sales of shares include a gain of EUR 460 million resulting from the sale of 567,605,000
common shares in the form of American Depository Shares in TSMC. Following the aforementioned sale
of TSMC shares, Philips shareholding in TSMC was reduced to 16.4%. During 2005, the Company was
represented on the board of directors and continued to exercise influence by participating in the
policy-making processes of TSMC. Accordingly, the Company continued to apply equity accounting for
TSMC. In January 2006, Philips influence on TSMCs financial and operating policies, including
representation on the TSMC Board, was reduced. Effective January 2006, the investment was
transferred to available-for-sale securities since Philips is no longer able to exercise significant influence.
In 2005, Philips sold 27,375,000 shares of LG.Philips LCD common stock, resulting in a gain of EUR
332 million. As a result of the sale, Philips shareholding in LG.Philips LCD was reduced from
40.5% to 32.9%.
2004
In December 2004, Philips sold a total of 11 million shares in Atos Origin for an amount of EUR 552
million, resulting in a non-taxable gain of EUR 151 million. As a result, Philips holding in Atos
Origin decreased to 15.4%. The remaining investment was no longer valued according to the equity
the method and was reclassified to other non-current financial assets.
Gains and losses arising from dilution effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
TPV |
|
|
|
|
|
|
|
|
|
|
14 |
|
LG.Philips LCD |
|
|
108 |
|
|
|
189 |
|
|
|
|
|
Atos Origin |
|
|
156 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
(10 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
254 |
|
|
|
165 |
|
|
|
14 |
|
2005
The secondary offering of LG.Philips LCD of 65,000,000 American Depository Shares in July 2005 has
resulted in a dilution gain of EUR 189 million, reducing Philips share from 44.6% to 40.5%.
Furthermore, a loss of EUR 24 million related to the issuance of shares to employees of TSMC was
included. According to TSMCs Articles of Incorporation, annual bonuses to employees have been
granted, partially in shares. Philips shareholding in TSMC was diluted as a result of the shares
issued to employees.
2004
The results relating to unconsolidated companies for 2004 were affected by several dilution gains
and losses. The IPO of LG.Philips LCD resulted in a dilution of Philips shareholding from 50% to
44.6%. The Companys participation in Atos Origin was impacted by a dilution gain resulting from
the acquisition of Schlumberger Sema by Atos Origin, which diluted the Companys shareholding from
44.7% to 31.9%. As in 2003, the Companys interest in TSMC was diluted as a result of shares issued
to employees, in 2004 by 0.2%. Also in 2004, the TSMC Board of Management decided to withdraw some
share capital, increasing Philips shareholding by 0.1%.
Philips
Annual Report 2006 141
112 |
|
Group financial statements |
|
|
|
Notes to the group financial statements |
218 |
|
Company financial statements |
Investment impairment/other charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
LG.Philips Displays |
|
|
|
|
|
|
(458 |
) |
|
|
(61 |
) |
Others |
|
|
(8 |
) |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
|
(8 |
) |
|
|
(469 |
) |
|
|
(70 |
) |
2006
The voluntary support of social plans for employees impacted by the bankruptcy of certain
LG.Philips Displays activities amounted to EUR 61 million.
2005
Investment impairment charges in 2005 related to LG.Philips Displays (LPD) and a few smaller
investments. In December 2005, as a result of various factors including lower demand and increased
pricing pressures for CRTs, the Company concluded that its investment in LG.Philips Displays was
impaired. Accordingly, the Company wrote-off the remaining book value of the investment and
recorded an impairment charge of EUR 126 million. Additionally, the Company recognized the
accumulated foreign translation loss related to this investment of approximately EUR 290 million.
The Company also fully provided for the existing guarantee of EUR 42 million provided to LPDs
banks.
2004
Investment impairment charges in 2004 related to a few smaller investments.
Investments in, and loans to, equity-accounted investees
The changes during 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loans |
|
|
investments |
|
|
total |
|
Investment in equity-accounted investees as of
January 1, 2006 |
|
|
7 |
|
|
|
5,335 |
|
|
|
5,342 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer from equity-accounted investees |
|
|
|
|
|
|
(2,017 |
) |
|
|
(2,017 |
) |
Acquisitions/additions |
|
|
|
|
|
|
12 |
|
|
|
12 |
|
Sales/repayments |
|
|
|
|
|
|
(64 |
) |
|
|
(64 |
) |
Share in income/value
adjustments |
|
|
|
|
|
|
(180 |
) |
|
|
(180 |
) |
Dividends received |
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
Translation and exchange
rate differences |
|
|
(2 |
) |
|
|
(106 |
) |
|
|
(108 |
) |
Investments in equity-accounted investees as of
December 31, 2006 |
|
|
5 |
|
|
|
2,973 |
|
|
|
2,978 |
|
Included in investments is EUR 741 million (2005: EUR 763 million), representing the excess
of the Companys investment over its underlying equity in the net assets of equity-accounted
investees. The principal amount is EUR 731 million (2005: EUR 752 million) for LG.Philips LCD.
In January 2006, Philips influence on TSMC, including representation on the TSMC Board, was
reduced. Consequently, the 16.4% investment in TSMC was transferred from equity-accounted investees
to available-for-sale securities effective January 1, 2006, as Philips was no longer able to
exercise significant influence.
Sales/repayments mainly relate to the sale of FEI Company (see note 2).
The total carrying value of investments in, and loans to, equity-accounted investees is summarized
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
share-
|
|
|
|
|
|
|
share- |
|
|
|
|
|
|
holding % |
|
|
amount |
|
|
holding % |
|
|
amount |
|
TSMC |
|
|
16 |
|
|
|
2,017 |
|
|
|
|
|
|
|
|
|
LG.Philips Displays |
|
|
50 |
|
|
|
|
|
|
|
50 |
|
|
|
|
|
LG.Philips LCD |
|
|
33 |
|
|
|
2,903 |
|
|
|
33 |
|
|
|
2,625 |
|
Other equity method
investments |
|
|
|
|
|
|
422 |
|
|
|
|
|
|
|
353 |
|
|
|
|
|
|
|
|
5,342 |
|
|
|
|
|
|
|
2,978 |
|
The fair value of Philips shareholdings in the publicly listed company LG.Philips LCD, based
on quoted market prices at December 31, 2006 was EUR 2,673 million.
The investments in equity-accounted investees are mainly included in the sector Other Activities.
Summarized information of equity-accounted investees
Summarized financial information for the Companys investments in equity-accounted investees, on a
combined basis, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net sales |
|
|
17,317 |
|
|
|
20,088 |
|
|
|
13,606 |
|
Income (loss) before taxes |
|
|
3,284 |
|
|
|
2,270 |
|
|
|
(625 |
) |
Income taxes |
|
|
(134 |
) |
|
|
117 |
|
|
|
187 |
|
Income (loss) after taxes |
|
|
3,150 |
|
|
|
2,387 |
|
|
|
(438 |
) |
Net income (loss) |
|
|
3,192 |
|
|
|
2,293 |
|
|
|
(474 |
) |
|
Total share in net income of equity-accounted investees recognized in the
consolidated statements of income |
|
|
1,033 |
|
|
|
513 |
|
|
|
(180 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
2005 |
1) |
|
2006 |
|
Current assets |
|
|
11,314 |
|
|
|
4,761 |
|
Non-current assets |
|
|
18,114 |
|
|
|
9,789 |
|
|
|
|
29,428 |
|
|
|
14,550 |
|
Current liabilities |
|
|
(5,811 |
) |
|
|
(4,188 |
) |
Non-current liabilities |
|
|
(3,734 |
) |
|
|
(3,454 |
) |
Net asset value |
|
|
19,883 |
|
|
|
6,908 |
|
Investments in and loans to equity-accounted
investees included in the consolidated balance sheet |
|
|
5,342 |
|
|
|
2,978 |
|
|
|
|
1) |
|
Excluding LG.Philips Displays |
In December 2005, the investment in LG.Philips Displays was written off and Philips decided
to stop funding. As a result, the book value of the investment was reduced to zero and equity
accounting was terminated. Philips was unable to determine and disclose the value of the LG.Philips
Displays equity at December 31, 2005.
142 Philips Annual Report 2006
224 |
|
Reconciliation of
non-US GAAP information |
234 |
|
The Philips Group
in the last ten years |
8
Earnings per share
The earnings per share (EPS) data have been calculated in accordance with SFAS No. 128,
Earnings per Share, as per the following schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2,584 |
|
|
|
2,831 |
|
|
|
919 |
|
Income from discontinued operations |
|
|
252 |
|
|
|
37 |
|
|
|
4,464 |
|
Net income available to holders of common shares |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares |
|
|
1,280,251,485 |
|
|
|
1,249,955,546 |
|
|
|
1,174,924,579 |
|
Plus incremental share from assumed conversions of: |
|
|
|
|
|
|
|
|
|
|
|
|
Options and restricted share rights |
|
|
2,968,386 |
|
|
|
2,771,955 |
|
|
|
6,817,690 |
|
Convertible debentures |
|
|
496,257 |
|
|
|
602,863 |
|
|
|
1,042,061 |
|
Dilutive potential common shares |
|
|
3,464,643 |
|
|
|
3,374,818 |
|
|
|
7,859,751 |
|
Adjusted weighted average number of shares |
|
|
1,283,716,128 |
|
|
|
1,253,330,364 |
|
|
|
1,182,784,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.02 |
|
|
|
2.26 |
|
|
|
0.78 |
|
Income from discontinued operations |
|
|
0.20 |
|
|
|
0.03 |
|
|
|
3.80 |
|
Net income |
|
|
2.22 |
|
|
|
2.29 |
|
|
|
4.58 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.01 |
|
|
|
2.26 |
|
|
|
0.78 |
|
Income from discontinued operations |
|
|
0.20 |
|
|
|
0.03 |
|
|
|
3.77 |
|
Net income |
|
|
2.21 |
|
|
|
2.29 |
|
|
|
4.55 |
|
9
Receivables
Trade accounts receivable include installment accounts receivable of EUR 8 million (2005: EUR
17 million).
Income taxes receivable (current portion) totaling EUR 105 million (2005: EUR 71 million) are
included under other receivables.
The changes in the allowance for doubtful accounts are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
428 |
|
|
|
408 |
|
|
|
374 |
|
Additions charged to income |
|
|
61 |
|
|
|
30 |
|
|
|
52 |
|
Deductions from allowance 1) |
|
|
(68 |
) |
|
|
(62 |
) |
|
|
(72 |
) |
Other movements 2) |
|
|
(13 |
) |
|
|
(2 |
) |
|
|
(13 |
) |
Balance as of December 31 |
|
|
408 |
|
|
|
374 |
|
|
|
341 |
|
|
|
|
1) |
|
Write-offs for which an allowance was previously provided |
|
2) |
|
Including the effect of translation differences and consolidation changes |
10
Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Raw materials and supplies |
|
|
889 |
|
|
|
849 |
|
Work in process |
|
|
472 |
|
|
|
380 |
|
Finished goods |
|
|
1,612 |
|
|
|
1,859 |
|
Advance payments on work in process |
|
|
(176 |
) |
|
|
(208 |
) |
|
|
|
2,797 |
|
|
|
2,880 |
|
The amounts recorded above are net of allowances for obsolescence.
As of December 31, 2006, the carrying amount of inventories carried at fair value less cost-to-sell
is EUR 116 million (2005: EUR 89 million).
11
Other current assets
Other current assets primarily consist of a current deferred tax asset of EUR 508 million
(2005: EUR 482 million), derivative instruments assets of EUR 298 million (2005: EUR 143 million),
trading securities of EUR 192 million (2005: EUR nil million) and prepaid expenses.
Philips
Annual Report 2006 143
112 |
|
Group financial statements |
|
|
|
Notes to the group financial statements |
218 |
|
Company financial statements |
12
Other non-current financial assets
The changes during 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cost- |
|
|
|
|
|
|
|
|
|
available- |
|
|
restricted |
|
|
method |
|
|
|
|
|
|
|
|
|
for-sale |
|
|
liquid |
|
|
invest- |
|
|
|
|
|
|
|
|
|
securities |
|
|
assets |
|
|
ments |
|
|
other |
|
|
total |
|
Balance as of
January 1, 2006 |
|
|
113 |
|
|
|
183 |
|
|
|
57 |
|
|
|
377 |
|
|
|
730 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications |
|
|
2,046 |
|
|
|
|
|
|
|
|
|
|
|
(29 |
) |
|
|
2,017 |
|
Acquisitions/additions |
|
|
|
|
|
|
3 |
|
|
|
1,074 |
|
|
|
21 |
|
|
|
1,098 |
|
Sales/redemptions/reductions |
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
(4 |
) |
|
|
(11 |
) |
Value
adjustments |
|
|
4,370 |
|
|
|
1 |
|
|
|
(78 |
) |
|
|
(61 |
) |
|
|
4,232 |
|
Translation and
exchange
differences |
|
|
|
|
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(20 |
) |
|
|
(28 |
) |
Consolidation
changes |
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
18 |
|
Balance as of
December 31,
2006 |
|
|
6,529 |
|
|
|
200 |
|
|
|
1,043 |
|
|
|
284 |
|
|
|
8,056 |
|
The following table shows the gross unrealized losses and fair value of the Companys
investments with unrealized losses that are not deemed to be other-than-temporarily impaired,
aggregated by investment category. The individual securities have been in a continuous unrealized
loss position for less than 12 months as at December 31, 2006.
|
|
|
|
|
|
|
|
|
|
|
fair value |
|
|
unrealized losses |
|
2006 |
|
|
|
|
|
|
|
|
Investments in available-for-sale
securities |
|
|
62 |
|
|
|
31 |
|
Cost-method investments |
|
|
6 |
|
|
|
4 |
|
|
|
|
68 |
|
|
|
35 |
|
Investments in available-for-sale securities
Available-for-sale securities at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
number of |
|
|
|
|
|
|
number of |
|
|
|
|
|
|
shares |
|
|
fair value |
|
|
shares |
|
|
fair value |
|
JDS Uniphase |
|
|
39,318,996 |
|
|
|
78 |
|
|
|
4,914,875 |
1) |
|
|
62 |
|
D&M Holdings |
|
|
11,126,640 |
|
|
|
35 |
|
|
|
11,126,640 |
|
|
|
32 |
|
TSMC |
|
|
|
|
|
|
|
|
|
|
4,066,046,793 |
|
|
|
6,395 |
|
Nuance |
|
|
|
|
|
|
|
|
|
|
4,587,333 |
|
|
|
40 |
|
|
|
|
|
|
|
|
113 |
|
|
|
|
|
|
|
6,529 |
|
|
|
|
1) |
|
In October 2006, JDS Uniphase announced a 1 for 8 reverse stock split. |
The Companys investments in available-for-sale securities consist of investments in common
stock of companies in various industries. In January 2006, Philips influence on TSMCs financial
and operating policies, including representation on the TSMC Board, was reduced. Consequently, the
16.4% investment in TSMC was transferred from equity-accounted investees to available-for-sale
securities effective January 1, 2006, as Philips was no longer able to exercise significant influence. Within the Companys portfolio of available-for-sale securities, the unrealized loss is
primarily due to the investment in JDS Uniphase. Based upon consideration of the duration of the
impairment (as of December 31, 2006, the fair value had been below cost for 7 months), the inherent
volatility in the industry and positive analyst reports and expectations, the Company does not
consider this investment to be other-than-temporarily impaired as of December 31, 2006.
Included in other non-current financial assets is a convertible bond issued to the Company by TPV
Technology Limited with a total fair value of EUR 195 million as at December 31, 2006. The bond has
a maturity date of September 5, 2010 with an option to convert the bond into shares of TPV during
the period September 5, 2008 until maturity.
In 2005, Philips sold its remaining stake in Atos Origin (10.3 million shares) for an amount of EUR
554 million, resulting in a gain of EUR 185 million, which has been recorded under financial
income and expenses (please refer to note 5).
In 2005, Philips sold its remaining shareholding in Great Nordic (6.8 million shares) for an amount
of EUR 67 million, resulting in a non-taxable gain of EUR 48 million.
Cost-method investments
The major cost-method investment is NXP, for an amount of EUR 854 million, of which the Company
holds 19.9% of the cumulative preferred shares and 17.5% of the common shares. The cumulative
preferred shares confer the right to an annual dividend of 10%. The interest in NXP resulted from
the Semiconductors disposal in September 2006 (see note 1). According to EITF 01-2 Interpretations
of APB Opinion No. 29, issue 6, the initial recognition of Philips interest in NXP is the fair
value at transaction date, which is the new cost basis going forward.
In June 2006, the merger of Mobile Display Systems (MDS) with Toppoly has been completed. As a
consequence of the transaction, Philips holds a 17.5% stake in TPO, valued at amortized cost of EUR
103 million, net of an impairment of EUR 77 million.
13
Non-current receivables
Non-current receivables include receivables with a remaining term of more than one year, and
the non-current portion of income taxes receivable amounting to EUR 25 million (2005: EUR 10
million).
14
Other non-current assets
Other non-current assets in 2006 are primarily comprised of prepaid pension costs of EUR
2,262 million (2005: EUR 1,676 million) and deferred tax assets of EUR 1,144 million (2005: EUR
1,523 million).
144 Philips Annual Report 2006
224 |
|
Reconciliation of
non-US GAAP information |
234 |
|
The Philips Group
in the last ten years |
15
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prepayments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
no longer |
|
|
|
|
|
|
land and |
|
|
machinery and |
|
|
|
|
|
|
other |
|
|
construction in |
|
|
productively |
|
|
|
|
|
|
buildings |
|
|
installations |
|
|
lease assets |
|
|
equipment |
|
|
progress |
|
|
employed |
|
|
total |
|
Balance as of January 1, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,196 |
|
|
|
3,475 |
|
|
|
42 |
|
|
|
1,626 |
|
|
|
409 |
|
|
|
24 |
|
|
|
7,772 |
|
Accumulated depreciation |
|
|
(1,014 |
) |
|
|
(2,417 |
) |
|
|
(25 |
) |
|
|
(1,279 |
) |
|
|
|
|
|
|
(18 |
) |
|
|
(4,753 |
) |
Book value |
|
|
1,182 |
|
|
|
1,058 |
|
|
|
17 |
|
|
|
347 |
|
|
|
409 |
|
|
|
6 |
|
|
|
3,019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
189 |
|
|
|
310 |
|
|
|
9 |
|
|
|
192 |
|
|
|
|
|
|
|
3 |
|
|
|
703 |
|
Retirements and sales |
|
|
(9 |
) |
|
|
(14 |
) |
|
|
(2 |
) |
|
|
(12 |
) |
|
|
(19 |
) |
|
|
(2 |
) |
|
|
(58 |
) |
Depreciation |
|
|
(84 |
) |
|
|
(242 |
) |
|
|
(9 |
) |
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
(527 |
) |
Write-downs and impairments |
|
|
(10 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(17 |
) |
Translation differences |
|
|
(35 |
) |
|
|
(34 |
) |
|
|
|
|
|
|
(14 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
(87 |
) |
Changes in consolidation |
|
|
38 |
|
|
|
4 |
|
|
|
9 |
|
|
|
8 |
|
|
|
7 |
|
|
|
|
|
|
|
66 |
|
Total changes |
|
|
89 |
|
|
|
21 |
|
|
|
7 |
|
|
|
(22 |
) |
|
|
(16 |
) |
|
|
1 |
|
|
|
80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,182 |
|
|
|
3,303 |
|
|
|
74 |
|
|
|
1,601 |
|
|
|
393 |
|
|
|
20 |
|
|
|
7,573 |
|
Accumulated depreciation |
|
|
(911 |
) |
|
|
(2,224 |
) |
|
|
(50 |
) |
|
|
(1,276 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
(4,474 |
) |
Book value |
|
|
1,271 |
|
|
|
1,079 |
|
|
|
24 |
|
|
|
325 |
|
|
|
393 |
|
|
|
7 |
|
|
|
3,099 |
|
Land with a book value of EUR 141 million, as at December 31, 2006 is not depreciated.
The expected useful lives as of December 31, 2006 were as follows:
|
|
|
|
|
Buildings |
|
from 14 to 50 years |
Machinery and installations |
|
from 4 to 15 years |
Lease assets |
|
from 3 to 10 years |
Other equipment |
|
from 3 to 10 years |
Capital expenditures include capitalized interest related to construction in progress
amounting to EUR 9 million in 2006 (2005: EUR 10 million).
Philips
Annual Report 2006 145
112 |
|
Group financial statements |
|
|
|
Notes to the group financial statements |
218 |
|
Company financial statements |
16
Intangible assets excluding goodwill
The changes during 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
intangible |
|
|
|
|
|
|
|
|
|
|
intangible |
|
|
pension |
|
|
|
|
|
|
software |
|
|
assets |
|
|
assets |
|
|
total |
|
Balance as of
January 1, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
516 |
|
|
|
1,569 |
|
|
|
86 |
|
|
|
2,171 |
|
Accumulated
amortization |
|
|
(378 |
) |
|
|
(553 |
) |
|
|
|
|
|
|
(931 |
) |
Book value |
|
|
138 |
|
|
|
1,016 |
|
|
|
86 |
|
|
|
1,240 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in book
value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
109 |
|
|
|
1,013 |
|
|
|
|
|
|
|
1,122 |
|
Amortization/deductions |
|
|
(73 |
) |
|
|
(166 |
) |
|
|
|
|
|
|
(239 |
) |
Translation
differences |
|
|
(8 |
) |
|
|
(112 |
) |
|
|
(1 |
) |
|
|
(121 |
) |
Changes in
consolidation |
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
Other |
|
|
|
|
|
|
|
|
|
|
(85 |
) |
|
|
(85 |
) |
Total changes |
|
|
28 |
|
|
|
733 |
|
|
|
(86 |
) |
|
|
675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
554 |
|
|
|
2,368 |
|
|
|
|
|
|
|
2,922 |
|
Accumulated
amortization |
|
|
(388 |
) |
|
|
(619 |
) |
|
|
|
|
|
|
(1,007 |
) |
Book value |
|
|
166 |
|
|
|
1,749 |
|
|
|
|
|
|
|
1,915 |
|
Other intangible assets in 2006 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
gross |
|
|
amortization |
|
|
gross |
|
|
amortization |
|
Marketing-related |
|
|
62 |
|
|
|
(43 |
) |
|
|
303 |
|
|
|
(49 |
) |
Customer-related |
|
|
646 |
|
|
|
(144 |
) |
|
|
1,048 |
|
|
|
(252 |
) |
Contract-based |
|
|
46 |
|
|
|
(11 |
) |
|
|
47 |
|
|
|
(2 |
) |
Technology-based |
|
|
658 |
|
|
|
(251 |
) |
|
|
584 |
|
|
|
(239 |
) |
Patents and
trademarks |
|
|
157 |
|
|
|
(104 |
) |
|
|
386 |
|
|
|
(77 |
) |
|
|
|
1,569 |
|
|
|
(553 |
) |
|
|
2,368 |
|
|
|
(619 |
) |
The estimated amortization expense for these other intangible assets for each of the five
succeeding years are:
|
|
|
|
|
2007 |
|
|
193 |
|
2008 |
|
|
183 |
|
2009 |
|
|
173 |
|
2010 |
|
|
162 |
|
2011 |
|
|
141 |
|
The expected weighted average remaining life of other intangibles is 7 years as of December
31, 2006.
Additions to other intangible assets include the acquired trademark and trade names Lifeline and
Avent, that are valued on a preliminary basis at EUR 114 million and EUR 242 million respectively.
The Company decided to use these brands together with the Philips brand in a dual branding
marketing strategy. This decision, together with market evidence, indicates that these brands have
indefinite useful lives. This implies that these brands are not amortized but tested for
impairment annually or whenever there is an indication that the brand may be impaired.
The unamortized costs of computer software to be sold, leased or otherwise marketed amounted to EUR
57 million at the end of 2006 (2005: EUR 50 million). The amounts charged to the income statement
for amortization or impairment of these capitalized computer software costs amounted to EUR 18
million in 2006 (2005: EUR 13 million).
17
Goodwill
The changes during 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
1,640 |
|
|
|
2,535 |
|
Changes in book value: |
|
|
|
|
|
|
|
|
Acquisitions |
|
|
675 |
|
|
|
1,590 |
|
Divestments |
|
|
(34 |
) |
|
|
|
|
Reclassification from equity-accounted investees |
|
|
13 |
|
|
|
|
|
Translation differences |
|
|
241 |
|
|
|
(305 |
) |
Balance as of December 31 |
|
|
2,535 |
|
|
|
3,820 |
|
The key assumptions used in the annual impairment test are growth of sales and gross margin,
together with the rates used for discounting the forecast cash flows. The discount rates are
determined for each reporting unit (one level below sector level) and range from 7.5% to 14.1%,
with an average of 10.3% for the Philips Group. Sales and gross margin growth are based on
managements internal forecasts for four years that are extrapolated for another five years with
reduced growth rates, after which a terminal value is calculated in which growth rates are reduced
to a level of 1% to 4%.
Acquisitions in 2006 include the goodwill paid on the acquisition of Lifeline for EUR 341 million,
Witt Biomedical for EUR 90 million, Avent for EUR 344 million and Intermagnetics for EUR 773
million, and several smaller acquisitions.
Acquisitions in 2005 include the goodwill paid on the acquisition of Stentor for EUR 115 million
and Lumileds for
EUR 554 million, both in the US, and several smaller acquisitions.
Please refer to the previous section Information by sectors and main countries of the chapter Group
financial statements of this Annual Report for a specification of goodwill by sector.
146 Philips Annual Report 2006
224 |
|
Reconciliation of
non-US GAAP information |
234 |
|
The Philips Group
in the last ten years |
18
Accrued liabilities
Accrued liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Personnel-related costs: |
|
|
|
|
|
|
|
|
- Salaries and wages |
|
|
459 |
|
|
|
500 |
|
- Accrued holiday entitlements |
|
|
197 |
|
|
|
189 |
|
- Other personnel-related costs |
|
|
132 |
|
|
|
120 |
|
Fixed-assets-related costs: |
|
|
|
|
|
|
|
|
- Gas, water, electricity, rent and other |
|
|
71 |
|
|
|
71 |
|
Taxes: |
|
|
|
|
|
|
|
|
- Income tax payable |
|
|
524 |
|
|
|
519 |
|
- Other taxes payable |
|
|
|
|
|
|
2 |
|
Communication & IT costs |
|
|
52 |
|
|
|
47 |
|
Distribution costs |
|
|
79 |
|
|
|
64 |
|
Sales-related costs: |
|
|
|
|
|
|
|
|
- Commissions payable |
|
|
55 |
|
|
|
65 |
|
- Advertising and marketing-related costs |
|
|
125 |
|
|
|
119 |
|
- Other sales-related costs |
|
|
222 |
|
|
|
180 |
|
Material-related accruals |
|
|
128 |
|
|
|
167 |
|
Interest-related accruals |
|
|
124 |
|
|
|
118 |
|
Deferred income |
|
|
521 |
|
|
|
490 |
|
Derivative instruments liabilities |
|
|
193 |
|
|
|
101 |
|
Other accrued liabilities |
|
|
399 |
|
|
|
584 |
|
|
|
|
3,281 |
|
|
|
3,336 |
|
19
Provisions
Provisions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
long- |
|
|
short- |
|
|
long- |
|
|
short- |
|
|
|
term |
|
|
term |
|
|
term |
|
|
term |
|
Provision for defined-benefit
plans (see note 20) |
|
|
779 |
|
|
|
77 |
|
|
|
787 |
|
|
|
91 |
|
Other postretirement benefits
(see note 21) |
|
|
311 |
|
|
|
38 |
|
|
|
337 |
|
|
|
36 |
|
Postemployment benefits and
obligatory severance payments |
|
|
102 |
|
|
|
49 |
|
|
|
92 |
|
|
|
50 |
|
Deferred tax liabilities
(see note 6) |
|
|
298 |
|
|
|
27 |
|
|
|
508 |
|
|
|
121 |
|
Product warranty |
|
|
20 |
|
|
|
358 |
|
|
|
17 |
|
|
|
348 |
|
Loss contingencies
(environmental remediation
and product liability) |
|
|
196 |
|
|
|
91 |
|
|
|
483 |
|
|
|
93 |
|
Other provisions |
|
|
197 |
|
|
|
167 |
|
|
|
225 |
|
|
|
137 |
|
|
|
|
1,903 |
|
|
|
807 |
|
|
|
2,449 |
|
|
|
876 |
|
Product warranty
The provision for product warranty reflects the estimated costs of replacement and free-of-charge
services that are expected to be incurred by the Company with respect to products sold. The changes
in the provision for product warranty are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
378 |
|
|
|
353 |
|
|
|
378 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
424 |
|
|
|
491 |
|
|
|
438 |
|
Utilizations |
|
|
(425 |
) |
|
|
(472 |
) |
|
|
(443 |
) |
Releases |
|
|
(10 |
) |
|
|
(7 |
) |
|
|
|
|
Translation differences |
|
|
(8 |
) |
|
|
20 |
|
|
|
(13 |
) |
Changes in consolidation |
|
|
(6 |
) |
|
|
(7 |
) |
|
|
5 |
|
Balance as of December 31 |
|
|
353 |
|
|
|
378 |
|
|
|
365 |
|
Loss contingencies (environmental remediation and product liability)
This provision includes
accrued losses recorded with respect to environmental remediation and product liability (including
asbestos) obligations which are probable and reasonably estimatable. Please refer to note 27.
The changes in this provision are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
268 |
|
|
|
275 |
|
|
|
287 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
80 |
|
|
|
27 |
|
|
|
370 |
|
Utilizations |
|
|
(53 |
) |
|
|
(43 |
) |
|
|
(39 |
) |
Releases |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(5 |
) |
Translation differences |
|
|
(18 |
) |
|
|
31 |
|
|
|
(37 |
) |
Balance as of December 31 |
|
|
275 |
|
|
|
287 |
|
|
|
576 |
|
Postemployment benefits and obligatory severance payments
The provision for postemployment
benefits covers benefits provided to former or inactive employees after employment but before
retirement, including salary continuation, supplemental unemployment benefits and
disability-related benefits.
The provision for obligatory severance payments covers the Companys commitment to pay employees a
lump sum upon the employees dismissal or resignation. In the event that a former employee has
passed away, the Company may have a commitment to pay a lump sum to the deceased employees
relatives.
Other provisions
Other provisions include provisions for employee jubilee funds totaling EUR 88 million (2005: EUR
87 million) and expected losses on existing projects/orders totaling EUR 14 million (2005: EUR 24
million).
Philips
Annual Report 2006 147
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes
to the group financial statements |
|
|
|
|
20
Pensions
Employee pension plans have been established in many countries in
accordance with the legal requirements, customs and the local situation in the
countries involved. The majority of employees in Europe and North America are
covered by defined-benefit pension plans. The benefits provided by these
plans are based on employees years of service and compensation levels. The
measurement date for all defined-benefit pension plans is December 31.
Contributions are made by the Company, as necessary, to provide assets sufficient to meet the benefits payable to defined-benefit pension plan
participants. These contributions are determined based upon various factors,
including funded status, legal and tax considerations as well as local customs.
In September 2006, SFAS No. 158 was issued. This statement requires an
employer to recognize the funded status of a benefit plan measured as the
difference between plan assets at fair value and the benefit obligation in
the balance sheet. The offset of recognizing the funded status is recorded in
accumulated other comprehensive income (within stockholders equity).
Additionally, the additional minimum pension liability and related intangible
assets are derecognized upon adoption of this standard. The following table
summarizes the effect of the adoption of SFAS No. 158., effective December
31, 2006.
Incremental effect of applying FASB Statement No. 158 on individual line
items in the statement of financial position (pensions and other post retirement
benefits)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
additional |
|
|
|
|
|
|
after |
|
|
|
application of |
|
|
minimum pension |
|
|
|
|
|
|
application of |
|
|
|
Statement 158 |
|
|
liability |
|
|
SFAS No. 158 |
|
|
Statement 158 |
|
Prepaid pension costs under other non-current assets |
|
|
2,758 |
|
|
|
4 |
|
|
|
(500 |
) |
|
|
2,262 |
|
Accrued pension costs under other non-current liabilities |
|
|
(344 |
) |
|
|
412 |
|
|
|
(510 |
) |
|
|
(442 |
) |
Provisions for pensions under provisions |
|
|
(868 |
) |
|
|
142 |
|
|
|
(152 |
) |
|
|
(878 |
) |
Postretirement benefits other than pensions |
|
|
(299 |
) |
|
|
|
|
|
|
(74 |
) |
|
|
(373 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets (non-current) |
|
|
902 |
|
|
|
(198 |
) |
|
|
440 |
|
|
|
1,144 |
|
Deferred tax liabilities grouped under provisions (non-current) |
|
|
(496 |
) |
|
|
|
|
|
|
(12 |
) |
|
|
(508 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension related intangible assets |
|
|
29 |
|
|
|
(29 |
) |
|
|
|
|
|
|
|
|
Total assets |
|
|
38,780 |
|
|
|
(223 |
) |
|
|
(60 |
) |
|
|
38,497 |
|
Total liabilities and equity |
|
|
(38,780 |
) |
|
|
223 |
|
|
|
60 |
|
|
|
(38,497 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated in other comprehensive income |
|
|
(2,084 |
) |
|
|
(331 |
) |
|
|
808 |
|
|
|
(1,607 |
) |
Total stockholders equity |
|
|
(23,474 |
) |
|
|
(331 |
) |
|
|
808 |
|
|
|
(22,997 |
) |
The Company funds certain defined-benefit pension plans as claims are
incurred. The projected benefit obligation, accumulated benefit obligation
and fair value of plan assets for both funded and unfunded defined-benefit
pension plans with accumulated benefit obligations in excess of plan assets
are included in the table below:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Projected benefit obligation |
|
|
7,030 |
|
|
|
3,791 |
|
Accumulated benefit obligation |
|
|
6,669 |
|
|
|
3,600 |
|
Fair value of plan assets |
|
|
5,036 |
|
|
|
2,543 |
|
148 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The table below provides a summary of the changes in the pension
benefit obligations and defined pension plan assets for 2006 and 2005 and
a reconciliation of the funded status of these plans to the amounts
recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
|
Netherlands |
|
|
other |
|
|
total |
|
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
|
12,500 |
|
|
|
7,010 |
|
|
|
19,510 |
|
|
|
12,936 |
|
|
|
8,198 |
|
|
|
21,134 |
|
Service cost |
|
|
211 |
|
|
|
132 |
|
|
|
343 |
|
|
|
198 |
|
|
|
129 |
|
|
|
327 |
|
Interest cost |
|
|
557 |
|
|
|
392 |
|
|
|
949 |
|
|
|
531 |
|
|
|
411 |
|
|
|
942 |
|
Employee contributions |
|
|
4 |
|
|
|
10 |
|
|
|
14 |
|
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
Actuarial (gains) losses |
|
|
419 |
|
|
|
645 |
|
|
|
1,064 |
|
|
|
(325 |
) |
|
|
299 |
|
|
|
(26 |
) |
Plan amendments |
|
|
(36 |
) |
|
|
1 |
|
|
|
(35 |
) |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Curtailments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185 |
) |
|
|
(76 |
) |
|
|
(261 |
)1) |
Settlements |
|
|
|
|
|
|
(92 |
) |
|
|
(92 |
) |
|
|
(76 |
) |
|
|
(103 |
) |
|
|
(179 |
)1) |
Changes in consolidation |
|
|
(45 |
) |
|
|
47 |
|
|
|
2 |
|
|
|
|
|
|
|
(173 |
) |
|
|
(173 |
)1) |
Benefits paid |
|
|
(670 |
) |
|
|
(444 |
) |
|
|
(1,114 |
) |
|
|
(684 |
) |
|
|
(463 |
) |
|
|
(1,147 |
) |
Exchange rate differences |
|
|
|
|
|
|
500 |
|
|
|
500 |
|
|
|
|
|
|
|
(223 |
) |
|
|
(223 |
) |
Miscellaneous |
|
|
(4 |
) |
|
|
(3 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Projected benefit obligation at end of year |
|
|
12,936 |
|
|
|
8,198 |
|
|
|
21,134 |
|
|
|
12,396 |
|
|
|
8,014 |
|
|
|
20,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
12,913 |
|
|
|
7,162 |
|
|
|
20,075 |
|
|
|
12,378 |
|
|
|
7,154 |
|
|
|
19,532 |
|
Present value of unfunded obligations at end of year |
|
|
23 |
|
|
|
1,036 |
|
|
|
1,059 |
|
|
|
18 |
|
|
|
860 |
|
|
|
878 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
13,129 |
|
|
|
5,499 |
|
|
|
18,628 |
|
|
|
14,491 |
|
|
|
6,339 |
|
|
|
20,830 |
|
Actual return on plan assets |
|
|
1,701 |
|
|
|
794 |
|
|
|
2,495 |
|
|
|
559 |
|
|
|
491 |
|
|
|
1,050 |
|
Employee contributions |
|
|
4 |
|
|
|
10 |
|
|
|
14 |
|
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
Employer contributions |
|
|
319 |
|
|
|
48 |
|
|
|
367 |
|
|
|
232 |
|
|
|
696 |
|
|
|
928 |
|
Settlements |
|
|
|
|
|
|
(87 |
) |
|
|
(87 |
) |
|
|
(79 |
) |
|
|
(103 |
) |
|
|
(182 |
)2) |
Changes in consolidations |
|
|
|
|
|
|
9 |
|
|
|
9 |
|
|
|
|
|
|
|
(23 |
) |
|
|
(23 |
)2) |
Benefits paid |
|
|
(662 |
) |
|
|
(368 |
) |
|
|
(1,030 |
) |
|
|
(683 |
) |
|
|
(393 |
) |
|
|
(1,076 |
) |
Exchange rate differences |
|
|
|
|
|
|
434 |
|
|
|
434 |
|
|
|
|
|
|
|
(185 |
) |
|
|
(185 |
) |
Miscellaneous |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
14,491 |
|
|
|
6,339 |
|
|
|
20,830 |
|
|
|
14,521 |
|
|
|
6,831 |
|
|
|
21,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
1,555 |
|
|
|
(1,859 |
) |
|
|
(304 |
) |
|
|
2,125 |
|
|
|
(1,183 |
) |
|
|
942 |
|
|
|
|
1) |
|
of which EUR (237) million (curtailments); EUR (79) million (settlements other); EUR
(173) million (changes in consolidation) is discontinued operations |
|
2) |
|
of which EUR (79)
million (settlements other); EUR (23) million (changes in consolidation) is discontinued operations |
Philips
Annual Report 2006 149
|
|
|
|
|
112 Group financial
statements
Notes to the group
financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
|
Netherlands |
|
|
other |
|
|
total |
|
Amounts recognized in the consolidated balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid pension costs under other non-current assets |
|
|
1,366 |
|
|
|
310 |
|
|
|
1,676 |
|
|
|
2,143 |
|
|
|
119 |
|
|
|
2,262 |
|
Accrued pension costs under other non-current liabilities |
|
|
|
|
|
|
(665 |
) |
|
|
(665 |
) |
|
|
|
|
|
|
(442 |
) |
|
|
(442 |
) |
Provisions for pensions under provisions including
discontinued operations |
|
|
(23 |
) |
|
|
(976 |
) |
|
|
(999 |
) |
|
|
(18 |
) |
|
|
(860 |
) |
|
|
(878 |
) |
Net pension asset/(liability) at year end |
|
|
1,343 |
|
|
|
(1,331 |
) |
|
|
12 |
|
|
|
2,125 |
|
|
|
(1,183 |
) |
|
|
942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other
comprehensive income (before tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
273 |
|
|
|
1,301 |
|
|
|
1,574 |
|
Prior-service cost (credit) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(464 |
) |
|
|
52 |
|
|
|
(412 |
) |
Additional minimum pension liability |
|
|
|
|
|
|
844 |
|
|
|
844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income |
|
|
|
|
|
|
844 |
|
|
|
844 |
|
|
|
(191 |
) |
|
|
1,353 |
|
|
|
1,162 |
|
In 2005, the Company recorded an additional minimum pension liability
(AML) of EUR 930 million. In conjunction with the recording of the AML, an
intangible asset of EUR 86 million and a EUR 844 million change to other
comprehensive income (prior to tax benefit) was also recorded.
The following table provides a reconciliation of the funded status to the
amounts recognized on the Consolidated balance sheet at December 31, 2005.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
Funded status |
|
|
1,555 |
|
|
|
(1,859 |
) |
|
|
(304 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts not recognized in balance sheet: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrecognized net transition obligation |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Unrecognized prior-service cost |
|
|
(702 |
) |
|
|
89 |
|
|
|
(613 |
) |
Unrecognized net loss |
|
|
490 |
|
|
|
1,367 |
|
|
|
1,857 |
|
Less: additional minimum pension liability recognized |
|
|
|
|
|
|
(844 |
) |
|
|
(844 |
) |
Net unrecognized amount |
|
|
(212 |
) |
|
|
614 |
|
|
|
402 |
|
Amount recognized on balance sheet |
|
|
1,343 |
|
|
|
(1,245 |
) |
|
|
98 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Classification of net balances: |
|
|
|
|
|
|
|
|
|
|
|
|
Net pension asset (liability) |
|
|
1,343 |
|
|
|
(1,331 |
) |
|
|
12 |
|
Intangible asset |
|
|
|
|
|
|
86 |
|
|
|
86 |
|
|
|
|
1,343 |
|
|
|
(1,245 |
) |
|
|
98 |
|
The weighted average assumptions used to calculate the projected
benefit obligations as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.2 |
% |
|
|
5.1 |
% |
|
|
4.3 |
% |
|
|
5.2 |
% |
Rate of compensation increase |
|
|
* |
|
|
|
3.4 |
% |
|
|
* |
|
|
|
3.5 |
% |
150 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The weighted-average assumptions used to calculate the net periodic pension cost for the
years ended December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.5 |
% |
|
|
5.4 |
% |
|
|
4.2 |
% |
|
|
5.1 |
% |
Expected returns on plans assets |
|
|
5.7 |
% |
|
|
6.5 |
% |
|
|
5.7 |
% |
|
|
6.1 |
% |
Rate of compensation increase |
|
|
* |
|
|
|
3.5 |
% |
|
|
* |
|
|
|
3.4 |
% |
|
|
|
* |
|
The rate of compensation increase for the Netherlands consists of a general compensation
increase and an individual salary increase based on merit, seniority and promotion. The
average individual salary increase for all active participants for the remaining working
lifetime is estimated at 0.75% annually. The assumed rate of general compensation increase for
the Netherlands for calculating the projected benefit obligations amounts to 2% until 2008.
From 2008 onwards a rate of compensation increase of 1% is assumed. The difference reflects a
change in indexation policy. |
The components of net periodic pension costs and other amounts recognized in Other
comprehensive income were as follows:
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
2006 |
|
|
|
|
|
|
|
|
Service cost |
|
|
198 |
|
|
|
129 |
|
Interest cost on the projected benefit obligation |
|
|
531 |
|
|
|
411 |
|
Expected return on plan assets |
|
|
(808 |
) |
|
|
(390 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
1 |
|
Net actuarial (gain) loss recognized |
|
|
(49 |
) |
|
|
84 |
|
Amortization of prior-service cost |
|
|
(56 |
) |
|
|
25 |
|
Settlement loss |
|
|
8 |
|
|
|
2 |
|
Curtailment gain |
|
|
(21 |
) |
|
|
(1 |
) |
Other |
|
|
5 |
|
|
|
23 |
|
Net periodic cost (income)1) |
|
|
(192 |
) |
|
|
284 |
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
Service cost |
|
|
211 |
|
|
|
132 |
|
Interest cost on the projected benefit obligation |
|
|
557 |
|
|
|
392 |
|
Expected return on plan assets |
|
|
(739 |
) |
|
|
(360 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
1 |
|
Net actuarial (gain) loss recognized |
|
|
(28 |
) |
|
|
44 |
|
Amortization of prior-service cost |
|
|
(57 |
) |
|
|
27 |
|
Settlement loss |
|
|
|
|
|
|
12 |
|
Curtailment loss |
|
|
|
|
|
|
|
|
Other |
|
|
(4 |
) |
|
|
(1 |
) |
Net periodic cost (income)2) |
|
|
(60 |
) |
|
|
247 |
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
Service cost |
|
|
175 |
|
|
|
128 |
|
Interest cost on the projected benefit obligation |
|
|
598 |
|
|
|
386 |
|
Expected return on plan assets |
|
|
(726 |
) |
|
|
(370 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
5 |
|
Net actuarial (gain) loss recognized |
|
|
(1 |
) |
|
|
19 |
|
Amortization of prior-service cost |
|
|
(43 |
) |
|
|
26 |
|
Settlement loss |
|
|
34 |
|
|
|
3 |
|
Curtailment loss |
|
|
|
|
|
|
|
|
Other |
|
|
(12 |
) |
|
|
7 |
|
Net periodic cost3) |
|
|
25 |
|
|
|
204 |
|
|
|
|
1) |
|
of which EUR 17 million (Netherlands EUR (12) million,
other EUR 29 million) is related to discontinued operations
|
2) |
|
of which EUR 30 million (Netherlands EUR (5) million,
other EUR 35 million) is related to discontinued operations
|
3) |
|
of which EUR 38 million (other EUR 38 million) is
related to discontinued operations |
Philips
Annual Report 2006 151
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes
to the group financial statements |
|
|
|
|
The estimated net actuarial loss and
prior-service cost for the defined-benefit
pension plans that will be amortized from
accumulated other comprehensive income into net
periodic benefit cost over next year (2007)
are EUR 69 million and EUR (28) million,
respectively.
The Company also sponsors defined-contribution
and similar types of plans for a significant
number of salaried employees. The total cost of
these plans amounted to EUR 91 million in 2006
(2005: EUR 68 million, 2004: EUR 54 million) of
which EUR 11 million (2005: EUR 12 million,
2004: EUR 11 million) relates to Semiconductors
and has been presented under discontinued
operations. In 2006, the defined-contribution
cost includes contributions to multi-employer
plans of EUR 4 million (2005: EUR 3 million,
2004: EUR 1 million).
Cash flows
The Company expects considerable cash outflows
in relation to employee benefits which are
estimated to amount to EUR 433 million in 2007
(2006: EUR 1,086 million), consisting of EUR
288 million employer contributions to defined-benefit pension plans, EUR 80 million
employer contributions to defined-contribution
pension plans, and EUR 65 million expected
cash outflows in relation to unfunded pension
plans. The employer contributions to defined-benefit pension plans are expected to
amount to EUR 160 million for the Netherlands
and EUR 128 million for other countries.
Estimated future pension benefit payments
The following benefit payments, which reflect
expected future service, as appropriate, are
expected to be paid:
|
|
|
|
|
2007 |
|
|
1,130 |
|
2008 |
|
|
1,181 |
|
2009 |
|
|
1,164 |
|
2010 |
|
|
1,176 |
|
2011 |
|
|
1,191 |
|
Years 2012-2016 |
|
|
6,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit
obligation for all defined-benefit pension plans was |
|
|
12,047 |
|
|
|
7,707 |
|
|
|
19,754 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accumulated benefit
obligation for all defined-benefit pension plans was |
|
|
12,473 |
|
|
|
7,783 |
|
|
|
20,256 |
|
Plan assets: investment policies/strategies
Investment policies are reviewed at least once
per year. The resulting investment plans
determine the strategic asset allocations, the
constraints on any tactical deviation from such
strategic allocations, as well as the
constraints on geographical allocations and
credit risk, etc., and will be reflected in
the investment guidelines to the respective
investment managers. In order to keep the
investment strategies in balance with pension
obligations, asset-liability reviews are
carried out at least once every three years.
Generally, plan assets are invested in global
equity and debt markets (with the exception of
debt or equity instruments that have been
issued by the Company or any of its
subsidiaries) and property. Derivatives of
equity and debt instruments may be used to
realize swift changes in investment portfolios,
to hedge against unfavorable market
developments or to fine tune any matching of
assets and liabilities.
Plan assets in the Netherlands
The Companys pension plan asset allocation in
the Netherlands at December 31, 2005 and 2006
and target allocation 2007 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
target |
|
|
|
2005 |
|
|
2006 |
|
|
allocation 2007 |
|
Matching portfolio |
|
|
60 |
|
|
|
57 |
|
|
|
56 |
|
- Debt securities |
|
|
60 |
|
|
|
57 |
|
|
|
56 |
|
Return portfolio |
|
|
40 |
|
|
|
43 |
|
|
|
44 |
|
- Equity securities |
|
|
28 |
|
|
|
29 |
|
|
|
29 |
|
- Real Estate |
|
|
9 |
|
|
|
9 |
|
|
|
11 |
|
- Other |
|
|
3 |
|
|
|
5 |
|
|
|
4 |
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
The objective of the Matching Portfolio
is to match the interest rate sensitivity of
the plans (nominal) pension liabilities. The
Matching Portfolio is mainly invested in
euro-denominated government bonds and
investment grade debt securities and
derivatives. Any leverage or gearing is not
permitted. The size of the Matching Portfolio
is supposed to be at least 75% of the fair
value of the plans (nominal) pension
obligations. The objective of the Return
Portfolio is to maximize returns within
well-specified risk constraints. The long-term
rate of return on total plan assets is expected
to be 5.7% per annum, based on expected
long-term returns on equity securities, debt
securities, real estate and other investments
of 8.0%, 4.2%, 7% and 5%, respectively.
Plan assets in other countries
The Companys pension plan asset allocation in
other countries at December 31, 2005 and 2006
and target allocation 2007 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
target allocation |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Asset category
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
|
|
39 |
|
|
|
26 |
|
|
|
20 |
|
Debt securities |
|
|
52 |
|
|
|
68 |
|
|
|
72 |
|
Real estate |
|
|
6 |
|
|
|
2 |
|
|
|
2 |
|
Other |
|
|
3 |
|
|
|
4 |
|
|
|
6 |
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Sensitivity analysis
The table below illustrates the approximate
impact on 2007 net periodic pension cost
(NPPC) if the Company were to change key
assumptions by one percentage point.
Impact on NPPC expense (income)
|
|
|
|
|
|
|
|
|
|
|
increase |
|
|
decrease |
|
|
|
assumption by 1% |
|
|
assumption by 1% |
|
Discount rate |
|
|
(146 |
) |
|
|
190 |
|
Rate of return on
plan assets |
|
|
(206 |
) |
|
|
206 |
|
Salary growth rate |
|
|
160 |
|
|
|
(140 |
) |
If more than one of the assumptions were
changed, the impact would not necessarily be
the same as if only one assumption changed in
isolation. In 2007, pension expense for the
Philips Group is expected to amount to
approximately EUR 100 million.
152 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
21
Postretirement benefits other than pensions
In addition to providing pension benefits, the Company provides other
postretirement benefits, primarily retiree healthcare benefits, in certain
countries. The Company funds other postretirement benefit plans as claims are
incurred.
The table below provides a summary of the changes in the accumulated
postretirement benefit obligations for 2005 and 2006 and a reconciliation of
the obligations to the amounts recognized in the consolidated balance sheets.
All the postretirement benefit plans are unfunded and therefore no plan asset disclosures are
presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
|
50 |
|
|
|
397 |
|
|
|
447 |
|
Service cost |
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Interest cost |
|
|
|
|
|
|
26 |
|
|
|
26 |
|
Actuarial gains |
|
|
|
|
|
|
(12 |
) |
|
|
(12 |
) |
Curtailments |
|
|
|
|
|
|
(2 |
) |
|
|
(2 |
) |
Benefits paid |
|
|
(40 |
) |
|
|
(25 |
) |
|
|
(65 |
) |
Translation differences |
|
|
|
|
|
|
(26 |
) |
|
|
(26 |
) |
Miscellaneous |
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Projected benefit obligation at end of year |
|
|
10 |
|
|
|
363 |
|
|
|
373 |
|
Funded status |
|
|
(10 |
) |
|
|
(363 |
) |
|
|
(373 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current provisions |
|
|
(10 |
) |
|
|
(26 |
) |
|
|
(36 |
) |
Non-current provisions |
|
|
|
|
|
|
(337 |
) |
|
|
(337 |
) |
Net pension liability at year-end |
|
|
(10 |
) |
|
|
(363 |
) |
|
|
(373 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
|
|
|
|
40 |
|
|
|
40 |
|
Prior-service cost |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Transition obligation |
|
|
|
|
|
|
32 |
|
|
|
32 |
|
Accumulated Other Comprehensive Income |
|
|
|
|
|
|
74 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
|
348 |
|
|
|
366 |
|
|
|
714 |
|
Service cost |
|
|
16 |
|
|
|
3 |
|
|
|
19 |
|
Interest cost |
|
|
17 |
|
|
|
23 |
|
|
|
40 |
|
Actuarial gains |
|
|
|
|
|
|
(25 |
) |
|
|
(25 |
) |
Curtailments |
|
|
(319 |
) |
|
|
|
|
|
|
(319 |
) |
Benefits paid |
|
|
(12 |
) |
|
|
(28 |
) |
|
|
(40 |
) |
Translation differences |
|
|
|
|
|
|
57 |
|
|
|
57 |
|
Projected benefit obligation at end of year |
|
|
50 |
|
|
|
396 |
|
|
|
446 |
|
Funded status |
|
|
(50 |
) |
|
|
(396 |
) |
|
|
(446 |
) |
Unrecognized net transition obligation |
|
|
|
|
|
|
40 |
|
|
|
40 |
|
Unrecognized prior-service cost |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Unrecognized net loss |
|
|
|
|
|
|
54 |
|
|
|
54 |
|
Net balances |
|
|
(50 |
) |
|
|
(299 |
) |
|
|
(349 |
) |
Philips
Annual Report 2006 153
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
The components of the net period cost of postretirement benefits other than pensions are:
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
2006 |
|
|
|
|
|
|
|
|
Service cost |
|
|
|
|
|
|
4 |
|
Interest cost on accumulated postretirement benefit obligation |
|
|
|
|
|
|
26 |
|
Amortization of unrecognized transition obligation |
|
|
|
|
|
|
5 |
|
Net actuarial loss recognized |
|
|
|
|
|
|
4 |
|
Curtailments |
|
|
|
|
|
|
|
|
Net periodic cost |
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
Service cost |
|
|
16 |
|
|
|
3 |
|
Interest cost on accumulated postretirement benefit obligation |
|
|
17 |
|
|
|
23 |
|
Amortization of unrecognized transition obligation |
|
|
3 |
|
|
|
6 |
|
Net actuarial loss recognized |
|
|
6 |
|
|
|
1 |
|
Curtailments |
|
|
(187 |
) |
|
|
|
|
Net periodic cost 1) |
|
|
(145 |
) |
|
|
33 |
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
Service cost |
|
|
13 |
|
|
|
4 |
|
Interest cost on accumulated postretirement benefit obligation |
|
|
17 |
|
|
|
24 |
|
Amortization of unrecognized transition obligation |
|
|
3 |
|
|
|
6 |
|
Net actuarial loss recognized |
|
|
5 |
|
|
|
3 |
|
Curtailments |
|
|
|
|
|
|
3 |
|
Net periodic cost 2) |
|
|
38 |
|
|
|
40 |
|
1) of which EUR (11) million (Netherlands EUR (13)
million, other EUR 2 million) is related to discontinued operations
2) of which EUR 5 million (Netherlands EUR 3 million,
other EUR 2 million) is related to discontinued operations
The estimated net loss and transition obligation for the other defined-benefit postretirement plans that will be amortized from accumulated
other comprehensive income into net periodic benefit cost over the next year
(2007) is EUR 2 million and EUR 5 million, respectively.
The weighted average assumptions used to calculate the postretirement
benefit obligations as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
|
|
|
|
6.9 |
% |
|
|
|
|
|
|
7.2 |
% |
Compensation increase (where applicable) |
|
|
|
|
|
|
5.6 |
% |
|
|
|
|
|
|
5.6 |
% |
The weighted average assumptions used to calculate the net cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.5 |
% |
|
|
6.6 |
% |
|
|
|
|
|
|
6.9 |
% |
Compensation increase (where applicable) |
|
|
|
|
|
|
5.3 |
% |
|
|
|
|
|
|
5.6 |
% |
154 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Assumed healthcare cost trend rates at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Healthcare cost trend rate assumed for next year |
|
|
|
|
|
|
9.0 |
% |
|
|
|
|
|
|
8.0 |
% |
Rate that the cost trend rate will gradually reach |
|
|
|
|
|
|
5.0 |
% |
|
|
|
|
|
|
5.0 |
% |
Year of reaching the rate at which it is assumed
to remain |
|
|
|
|
|
|
2013 |
|
|
|
|
|
|
|
2014 |
|
Assumed healthcare cost trend rates
have a significant effect on the amounts
reported for the healthcare plans. A
one-percentage-point change in assumed
healthcare cost trend rates would have the
following effects:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005: one-percentage-point increase |
|
|
2006: one-percentage-point decrease |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Effect on total of service and interest cost |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
(3 |
) |
Effect on postretirement benefit obligation |
|
|
|
|
|
|
31 |
|
|
|
|
|
|
|
(26 |
) |
Estimated future postretirement benefit payments
The following benefit payments, which reflect
expected future service, as appropriate, are
expected to be paid:
|
|
|
|
|
2007 |
|
|
36 |
|
2008 |
|
|
26 |
|
2009 |
|
|
27 |
|
2010 |
|
|
28 |
|
2011 |
|
|
28 |
|
Years 2012 - 2016 |
|
|
148 |
|
Other current liabilities
Other current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Advances received from customers on orders not
covered by work in process |
|
|
141 |
|
|
|
133 |
|
Other taxes including social security premiums |
|
|
401 |
|
|
|
339 |
|
Other short-term liabilities |
|
|
115 |
|
|
|
133 |
|
|
|
|
657 |
|
|
|
605 |
|
23 |
Short-term debt
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Short-term bank borrowings |
|
|
541 |
|
|
|
622 |
|
Other short-term loans |
|
|
48 |
|
|
|
34 |
|
Current portion of long-term debt |
|
|
578 |
|
|
|
207 |
|
|
|
|
1,167 |
|
|
|
863 |
|
During 2006 the weighted average
interest rate on the bank borrowings was
6.3% (2005: 4.6%).
In the Netherlands, the Company issues
personnel debentures with a 5-year right of
conversion into common shares of Royal Philips
Electronics. Convertible personnel debentures
may not be converted within a period of 3 years
after the date of issue. These convertible
personnel debentures are available to most
employees in the Netherlands and are purchased
by them with their own funds and are redeemable
on demand. The convertible personnel debentures
become non-convertible debentures at the end of
the conversion period.
Although convertible debentures have the
character of long-term financing, the total
outstanding amounts are classified as
current portion of long-term debt. At
December 31, 2006 an amount of EUR 136
million (2005: EUR 155 million) of
convertible personnel debentures was
outstanding, with an average conversion
price of EUR 21.93. The conversion price
varies between EUR 16.81 and EUR 33.19 with
various conversion periods ending between
January 1, 2007 and December 31, 2011.
The Company has access to a USD 2.5 billion
commercial paper program which was
established at the beginning of 2001. The
Company also has available a seven-year
revolving credit facility for USD 2.5
billion, established in December 2004, that could act as a back-up
for the commercial paper program and can also
be used for general corporate purposes.
Philips did not use the commercial paper
program or the revolving credit facility
during 2006.
Philips
Annual Report 2006 155
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Notes to the group financial statements |
|
|
|
|
24 |
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
amount |
|
|
|
range of |
|
|
average rate |
|
|
amount out- |
|
|
|
|
|
|
due after 1 |
|
|
due after 5 |
|
|
term |
|
|
outstanding |
|
|
|
interest rates |
|
|
of interest |
|
|
standing 2006 |
|
|
due in 1 year |
|
|
year |
|
|
years |
|
|
(in years) |
|
|
2005 |
|
Eurobonds |
|
|
5.8 - 7.1 |
|
|
|
6.0 |
|
|
|
2,445 |
|
|
|
|
|
|
|
2,445 |
|
|
|
|
|
|
|
2.3 |
|
|
|
2,447 |
|
USD bonds |
|
|
7.2 - 7.8 |
|
|
|
7.4 |
|
|
|
307 |
|
|
|
|
|
|
|
307 |
|
|
|
307 |
|
|
|
14.7 |
|
|
|
429 |
|
USD putable bonds |
|
|
7.1 - 7.1 |
|
|
|
7.1 |
|
|
|
77 |
|
|
|
|
|
|
|
77 |
|
|
|
77 |
|
|
|
18.4 |
|
|
|
224 |
|
Convertible debentures |
|
|
0.0 - 0.0 |
|
|
|
|
|
|
|
136 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155 |
|
Private financing |
|
|
2.0 - 9.0 |
|
|
|
5.2 |
|
|
|
8 |
|
|
|
1 |
|
|
|
7 |
|
|
|
|
|
|
|
3.7 |
|
|
|
8 |
|
Bank borrowings |
|
|
2.0 - 20.1 |
|
|
|
5.5 |
|
|
|
119 |
|
|
|
2 |
|
|
|
117 |
|
|
|
|
|
|
|
3.6 |
|
|
|
416 |
|
Liabilities arising from
capital lease transactions |
|
|
1.4 - 19.0 |
|
|
|
4.2 |
|
|
|
59 |
|
|
|
23 |
|
|
|
36 |
|
|
|
19 |
|
|
|
6.4 |
|
|
|
103 |
|
Other long-term debt |
|
|
1.7 - 13.6 |
|
|
|
4.7 |
|
|
|
62 |
|
|
|
45 |
|
|
|
17 |
|
|
|
2 |
|
|
|
3.9 |
|
|
|
116 |
|
|
|
|
|
|
|
|
6.1 |
|
|
|
3,213 |
|
|
|
207 |
|
|
|
3,006 |
|
|
|
405 |
|
|
|
|
|
|
|
3,898 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding data
of previous year |
|
|
|
|
|
|
5.9 |
|
|
|
3,898 |
|
|
|
578 |
|
|
|
3,320 |
|
|
|
1,214 |
|
|
|
|
|
|
|
4,039 |
|
The following amounts of long-term
debt, as at December 31, 2006, are due in the
next five years:
|
|
|
|
|
2007 |
|
|
207 |
|
2008 |
|
|
1,708 |
|
2009 |
|
|
12 |
|
2010 |
|
|
128 |
|
2011 |
|
|
753 |
|
|
|
|
2,808 |
|
Corresponding amount
previous year |
|
|
2,684 |
|
As of December 31, 2006, Philips had
outstanding public bonds of EUR 2,829 million
previously issued mostly in USD or EUR. One of
the USD bonds with a total outstanding balance
at December 31, 2006 of USD 103 million
carrying a coupon of 7.125%, due 2025, carries
an option of each holder to put the bond to the
Company on May 15, 2007, upon giving notice to
the Company between March 15 and April 15,
2007.
If the put option is exercised by investors,
the redemption value would be equal to the
principal amount, plus accrued interest until
the date of redemption. Assuming that investors
require full repayment at the relevant put
date, the average remaining tenor of the total
outstanding long-term debt at the end of 2006
was 3.7 years, compared to 3.8 years in 2005.
However, assuming that the putable bonds will
be repaid at maturity, the average remaining
tenor at the end of 2006 was 4.1 years,
compared to 5.0 years at the end of 2005.
The following table provides additional
details regarding the outstanding bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
effective rate |
|
|
2005 |
|
|
2006 |
|
Unsecured Eurobonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 2/06/08; 7 1/8% |
|
|
7.302 |
% |
|
|
130 |
|
|
|
130 |
|
Due 5/14/08; 7% |
|
|
7.094 |
% |
|
|
61 |
|
|
|
61 |
|
Due 5/16/08; 5 3/4% |
|
|
5.817 |
% |
|
|
1,500 |
|
|
|
1,500 |
|
Due 5/16/11; 6 1/8% |
|
|
6.212 |
% |
|
|
750 |
|
|
|
750 |
|
Adjustments 1) |
|
|
|
|
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
2,447 |
|
|
|
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25; 7 3/4% |
|
|
8.010 |
% |
|
|
84 |
|
|
|
75 |
|
Due 6/01/26; 7 1/5% |
|
|
7.426 |
% |
|
|
|
|
|
|
126 |
|
Due 8/15/13; 7 1/4% |
|
|
7.554 |
% |
|
|
121 |
|
|
|
109 |
|
Due 9/15/06; 8 3/8% |
|
|
8.739 |
% |
|
|
226 |
|
|
|
|
|
Adjustments 1) |
|
|
|
|
|
|
(2 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
429 |
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds
subject to put |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25, put date
5/15/07; 7 1/8% |
|
|
7.361 |
% |
|
|
87 |
|
|
|
78 |
|
Due 6/01/26, put date
6/1/06; 7 1/5% |
|
|
7.426 |
% |
|
|
140 |
|
|
|
|
|
Adjustments 1) |
|
|
|
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
224 |
|
|
|
77 |
|
|
|
|
1) |
|
Adjustments relate to issued
bond discounts, transaction costs and
fair value adjustments for interest rate
derivatives. |
156 Philips Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in
the last ten years |
|
|
Secured liabilities
Certain portions of long-term and short-term
debt have been secured by collateral as
follows:
collateral
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
property, |
|
|
|
|
|
|
amounts of |
|
|
plant and |
|
|
|
|
|
|
the debt |
|
|
equipment |
|
|
other assets |
|
Institutional financing |
|
|
15 |
|
|
|
|
|
|
|
11 |
|
Other debts |
|
|
6 |
|
|
|
2 |
|
|
|
|
|
|
|
|
21 |
|
|
|
2 |
|
|
|
11 |
|
Previous year |
|
|
155 |
|
|
|
428 |
|
|
|
190 |
|
25
Other non-current liabilities
Other non-current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Accrued pension costs |
|
|
663 |
|
|
|
442 |
|
Sale-and-leaseback deferred income |
|
|
68 |
|
|
|
43 |
|
Income tax payable |
|
|
59 |
|
|
|
36 |
|
Asset retirement obligations |
|
|
18 |
|
|
|
7 |
|
Liabilities arising from guarantees |
|
|
47 |
|
|
|
3 |
|
Liabilities for employee stock options of subsidiaries |
|
|
87 |
|
|
|
99 |
|
Other liabilities |
|
|
161 |
|
|
|
154 |
|
|
|
|
1,103 |
|
|
|
784 |
|
26
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
payments due by period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
more |
|
|
|
|
|
|
less than |
|
|
|
|
|
|
|
|
|
|
than 5 |
|
|
|
|
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
years |
|
|
total |
|
Long-term debt |
|
|
184 |
|
|
|
1,710 |
|
|
|
874 |
|
|
|
386 |
|
|
|
3,154 |
|
Capital leases |
|
|
23 |
|
|
|
10 |
|
|
|
7 |
|
|
|
19 |
|
|
|
59 |
|
Operating
leases |
|
|
152 |
|
|
|
246 |
|
|
|
155 |
|
|
|
250 |
|
|
|
803 |
|
For an explanation of long-term debt, see
note 24. For an explanation of other long-term
liabilities, see note 25. Property, plant and
equipment includes EUR 59 million (2005: EUR
103 million) for capital leases and other
beneficial rights of use, such as buildings
rights and hire purchase agreements.
Long-term operating lease commitments
totaled EUR 803 million at December 31, 2006
(2005: EUR 861 million). These leases expire
at various dates during the next 20 years.
The long-term operating leases are mainly
related to the rental of buildings. A number
of these leases originate from sale-and-back
lease arrangements. In 2006, a small
sale-and-operational-leaseback arrangement was
concluded. In 2005, two
sale-and-operational-leaseback arrangements in
the Netherlands were concluded, in which
buildings were sold for an aggregate amount of
EUR 20 million, with leaseback rental periods of 10 and 4 years
respectively. Operating lease payments for 2006
totaled EUR 20 million (2005: EUR 23 million, 2004: EUR 24 million).
The remaining minimum payments are as follows:
|
|
|
|
|
2007 |
|
|
15 |
|
2008 |
|
|
13 |
|
2009 |
|
|
13 |
|
2010 |
|
|
9 |
|
2011 |
|
|
6 |
|
Thereafter |
|
|
32 |
|
27
Contingent liabilities
Guarantees
Guarantees issued or modified after December
31, 2002 having characteristics defined in
FASB Interpretation No. 45 Guarantors
Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of
Indebtedness of Others (FIN 45), are measured
at fair value and recognized on the balance
sheet. At the end of 2006, the total fair value
of guarantees recorded by the Company was EUR 4
million.
Guarantees issued before December 31, 2002
and not modified afterwards, and certain
guarantees issued after December 31, 2002,
which do not have characteristics as defined
in FIN 45, remain off-balance sheet.
Philips policy is to provide only written
letters of support; Philips does not stand by
other forms of support. The following table
outlines the total outstanding off-balance
sheet credit-related guarantees and
business-related guarantees provided by Philips
for the benefit of unconsolidated companies
and third parties as at December 31, 2006.
Expiration per period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
business- |
|
|
|
|
|
|
|
|
|
related |
|
|
credit-related |
|
|
|
|
|
|
guarantees |
|
|
guarantees |
|
|
total |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
466 |
|
|
|
42 |
|
|
|
508 |
|
Less than 1 year |
|
|
151 |
|
|
|
14 |
|
|
|
165 |
|
2-5 years |
|
|
80 |
|
|
|
2 |
|
|
|
82 |
|
After 5 years |
|
|
235 |
|
|
|
26 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
512 |
|
|
|
57 |
|
|
|
569 |
|
Less than 1 year |
|
|
148 |
|
|
|
13 |
|
|
|
161 |
|
2-5 years |
|
|
87 |
|
|
|
2 |
|
|
|
89 |
|
After 5 years |
|
|
277 |
|
|
|
42 |
|
|
|
319 |
|
Environmental remediation
The Company and its subsidiaries are subject to
environmental laws and regulations. Under these
laws, the Company and/or its subsidiaries may
be required to remediate the effects of the
release or disposal of certain chemicals on the
environment.
In the United States, subsidiaries of the
Company have been named as potentially
responsible parties in state and federal
proceedings for the clean-up of various sites,
including Superfund sites. The Company applies
the provisions of SOP 96-1, Environmental
Liabilities, and SFAS No. 5,
Philips Annual Report 2006 157
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
Accounting for Contingencies, and
accrues for losses associated with
environmental obligations when such losses are
probable and reasonably estimatable.
Generally, the costs of future expenditures
for environmental remediation obligations are
not discounted to their present value since
the amounts and the timing of related cash
payments are not reliably determinable.
Potential insurance recoveries are recognized
when recoveries are deemed probable.
Litigation
Royal Philips Electronics and certain of its
Group companies are involved as plaintiff or
defendant in litigation relating to such
matters as competition issues, commercial
transactions, product liability (including
personal injury claims for asbestos product
liability), participations and environmental
pollution. Although the ultimate disposition of
asserted claims and proceedings cannot be
predicted with certainty, it is the opinion of
the Companys management that the outcome of
any such claims, either individually or on a
combined basis, will not have a material
adverse effect on the Companys consolidated financial position, but could be material to the
consolidated results of operations of the
Company for a particular period.
Provided below are disclosures of the more significant cases:
Asbestos
Judicial proceedings have been brought in the
United States, relating primarily to the
activities of a subsidiary prior to 1981,
involving allegations of personal injury from
alleged asbestos exposure. The claims
generally relate to asbestos used in the
manufacture of unrelated companies products
in the United States and frequently involve
claims for substantial compensatory and
punitive damages.
At December 31, 2006, there were 4,370 cases
pending, representing 9,020 claimants (compared
to 3,984 cases pending, representing 8,082
claimants at December 31, 2005, and 2,909 cases
pending, representing 6,028 claimants at
December 31, 2004). Most of the claims are in
cases involving a number of defendants. During
2006, 1,140 cases, representing 2,930
claimants, were served against the Companys
subsidiaries (2,052 cases, representing 3,283
claimants, were served in 2005, and 2,436
cases, representing 4,085 claimants were served
in 2004). While management believes there are
meritorious defenses to these claims, certain
of these cases were settled by the subsidiaries
for amounts considered reasonable given the
facts and circumstances of each case. A number
of other cases have been dismissed. During
2006, 754 cases, representing 1,992 claimants,
were settled or dismissed (977 cases,
representing 1,229 claimants, were settled or
dismissed in 2005, and 608 cases, representing
810 claimants, were settled or dismissed in
2004).
In addition to the pending cases discussed
above, a subsidiary of the Company was one of
approximately 160 defendants initially named in
a case filed in August 1995 in Morris County,
Texas. Since the time the case was brought in
1995, the subsidiary had not been involved in
any substantive activity in the case other than
filing an answer to the complaint and had no
information concerning the types of alleged
diseases or injuries involved. In the fourth
quarter of 2005, plaintiffs counsel in this
matter filed information concerning the
alleged diseases and injuries with the Court.
The claims have been severed into four cases:
one case with 281 malignant disease claims; two
cases with an aggregate of 222 nonmalignant
disease claims with
alleged impairment; and one case with 3,167
claims that have no impairment at this time.
The cases with the malignant disease claims and
nonmalignant disease claims with alleged
impairment are currently pending in Morris
County. The case containing the claims that
have no impairment at this time has been
transferred to Harris County, Texas.
In accordance with SFAS No. 5, an accrual for
loss contingencies is recorded when it is
probable that a liability has been incurred and
the amount of such loss contingency can be
reasonably estimated. Prior to the third
quarter of 2006, this subsidiary established an
accrual for loss contingencies with respect to
asserted claims for asbestos product liability
based upon its recent settlement experience of
similar types of claims, taking into
consideration the alleged illnesses in pending
cases. For filed claims where the exact type
and extent of the alleged illness was not
known, the subsidiary established the accrual
for loss contingencies based upon a low end of
the range estimate using the average
settlement experience for claims alleging only
less severe illnesses (i.e. non-malignancy). At
December 31, 2005 and 2004, the subsidiarys
recorded accrual for loss contingencies with
respect to asserted claims for asbestos product
liability amounted to EUR 88 million and EUR 83
million, respectively, which is
reflected in
the Companys consolidated balance sheet.
An accrual for loss contingencies with respect
to unasserted claims for asbestos product
liability was not established prior to the
third quarter of 2006 since the Company, with
the assistance of a third party expert with
substantial experience in valuing and
forecasting asbestos liabilities (the Third
Party Expert), concluded it could not
reasonably estimate this liability in
accordance with SFAS No. 5 due to the
subsidiarys limited historical claims
experience coupled with the uncertainties
surrounding asbestos litigation and legislative
reform efforts.
In the third quarter of 2006, the Third Party
Expert reviewed the subsidiarys history of,
among other things, claims and diseases
alleged, and claims settled or dismissed in
order to provide the subsidiary with an
estimate of the volume, timing and cost of both
current and future asbestos-related personal
injury claims. In light of additional claims
history experienced by the subsidiary, as well
as the impact of state tort reform in several
states, the clarification of the possibility
of national legislation and other factors, the
Third Party Expert was able to use a
conventional methodology for estimating future
asbestos-related personal injury claims to
provide a projection of the subsidiarys
liability for pending and unasserted potential
future asbestos-related claims for the period
from 2006 through 2016.
The methodology used to project the
subsidiarys total liability for pending and
unasserted potential future asbestos-related
claims relied upon various assumptions and
factors, including the following:
|
|
An analysis of the subsidiarys pending cases, by type of injury, and
an allocation of unknown injuries based on the empirical
experience of the subsidiary; |
|
|
|
An analysis of data generated from a conventional model used to
project future asbestos claims for mesothelioma and lung cancer; |
|
|
|
An analysis of the correlations between lung cancer filing rates and
the rates for other cancers and non-malignancy claims; |
|
|
|
Epidemiological studies estimating the number of people likely to
have developed asbestos related diseases; |
|
|
|
An analysis of average claim payment rates and mean payment
amounts by injury for claims closed in 2005 and 2006; |
|
|
|
An analysis of the period over which the subsidiary has and is likely
to resolve asbestos-related claims against it in the future; and |
|
|
|
An assumed inflation rate of 2.5%, reduced by 1.5% to reflect lower
claim valuations due to the aging of the claimant population. |
According to the study prepared by the Third
Party Expert, as of September 25, 2006, the
estimated cost of disposing of pending and
estimated future asbestos-related claims filed
through 2016, excluding future defense and
processing costs, totaled USD 507 million (EUR
396 million). The study also found that
estimates based upon other calibration metrics,
none of which were considered more reliable
than the metrics used, were narrowly grouped
within 6 percent in excess of this projection.
Approximately 19 percent of the estimated
liability relates to pending claims and
approximately 81 percent relates to future
claims. As a result, in accordance with SFAS
No.5, the subsidiary increased its accrual for
loss contingencies related to asbestos product
liability to this amount, which represents the
undiscounted estimate of indemnity costs for
claims asserted through 2016, without taking
account of any potential insurance recoveries.
This resulted in a pre-tax charge to earnings
of EUR 334 million for 2006 (a pre-tax charge
of EUR 18 million and EUR 54 million was
recorded in 2005 and 2004, respectively). At
December 31, 2006, the subsidiarys recorded
accrual for loss contingencies for asbestos
product liability amounted to EUR 378 million,
which is reflected in the Companys
consolidated balance sheet.
The estimate of the subsidiarys liability for
pending and unasserted potential claims does
not include future litigation and claim
administration costs. During 2006, the
subsidiary incurred asbestos litigation and
claim administration costs totaling EUR 12
million (EUR 12 million in 2005 and EUR 10
million in 2004).
158 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in
the last ten years |
|
|
The Company believes that it and its
subsidiaries have a substantial amount of
insurance coverage for asbestos product
liability. In prior years, a subsidiary
commenced legal proceedings against certain
third-party insurance carriers who had provided
various types of product liability coverage.
During 2004 and 2005, agreements were reached
with certain insurance carriers resolving
disputes with respect to the interpretation and
available limits of the policies, amounts
payable to the subsidiaries and terms under
which future settlements and related defense
costs are reimbursable. Pursuant to these
settlements, insurers paid EUR 34 million in
2006 (EUR 20 million was paid in 2005 and EUR
19 million was paid in 2004) for
asbestos-related defense and indemnity costs.
At December 31, 2006, the subsidiary recorded a
receivable from insurance carriers, for which
settlement agreements have been reached, in the
amount of EUR 80 million (EUR 48 million in
2005 and EUR 24 million in 2004) for the
reimbursement of incurred defense and indemnity
costs as well as for probable recoveries of
accrued projected settlement costs with respect
to pending and future claims, which is reflected in the Companys consolidated balance
sheet. Insurance recoveries included in pre-tax
earnings amounted to EUR 78 million in 2006
(EUR 38 million in 2005 and EUR 44 million in
2004). At December 31, 2006, an additional EUR
23 million, for which a receivable has not been
recorded, is payable to the subsidiary over the
next two years, provided asbestos legislation
in a certain form is not passed by the US
Congress by certain dates. The subsidiary has
not recorded a receivable from non-settling
insurance carriers. The subsidiary plans to
pursue its litigation against non-settling
insurance carriers and continue settlement
discussions with various insurance carriers in
2007.
Projections of future asbestos costs are
subject to numerous variables and uncertainties
that are difficult to predict including the
number of claims that might be received, the
type and severity of the disease alleged by
each claimant, future settlement and trial
results, future claim dismissal rates,
uncertainties surrounding the litigation
process from jurisdiction to jurisdiction, and
the impact of potential changes
in legislative or judicial standards.
Accordingly, actual claims asserted against the
Companys subsidiaries and related settlement
amounts may in fact be lower or higher than the
amount currently estimated. As a result of its
limited asbestos claims experience and the
inherent uncertainties involved in long-term
forecasts, the Company does not believe it can
reasonably forecast indemnity costs that may be
incurred for claims asserted after 2016. The
Company intends to continue to evaluate the
subsidiarys asbestos-related loss exposure and
the adequacy of its reserves periodically in
order to identify trends that may become
evident and to assess their impact on the range
of liability that is probable and reasonably
estimatable. If actual experience differs
significantly from the assumptions made in
forecasting future liabilities, if the
assumptions used to determine the estimate
prove to be erroneous, if the costs of settling
claims asserted after 2016 are significant, or
if insurance coverage is ultimately less than
anticipated, the Companys consolidated financial position and results of operations
could be materially affected.
MedQuist
As announced earlier, MedQuist, in which
Philips holds 70.1% of the common stock and
which is consolidated in Philips financial
statements, is conducting a review of the
companys billing practices and related
matters.
MedQuist has not been able to complete the
audit of its fiscal years 2003, 2004, and
2005, and has postponed the filing of its
reports covering the fiscal years 2003 to 2005
and first three quarters of 2006. As
previously announced, the MedQuist board has
stated that the companys previously issued financial statements included in its annual
report for fiscal year 2002 and its quarterly
reports during 2002 and 2003, and all earnings
releases and similar communications relating to
those periods, should no longer be relied upon.
MedQuist also has stated that it was unable to
assess whether the results of the review of its
billing practices and related litigation would
have a material impact on its reported
revenues, results and financial position.
During 2004, various plaintiffs, including
current and former customers, shareholders and
transcriptionists, filed four putative class
actions arising from allegations of, among
other things, inappropriate billing by MedQuist
for its transcription services. These
litigations all are in various preliminary
stages and are being defended by MedQuist. All
of these actions remain pending and, on the basis
of current knowledge, Philips management has
concluded that potential future losses cannot
be reliably estimated. A previously filed
putative shareholder derivative action brought
on behalf of MedQuist against, among others,
several MedQuist board members and Philips, was
dismissed in September 2005. The plaintiff filed an appeal from that decision, which appeal
remains pending.
MedQuist also is the subject of an ongoing
investigation by the U.S. Securities and
Exchange Commission relating to its billing
practices and has received a subpoena from
the U.S. Department of Justice relating to
these practices and other matters.
During 2006, MedQuist continued its previously
announced program of offering accommodations to
customers potentially affected by the billing
issues under review. MedQuists board
authorized the company to make accommodation
offers to certain customers in an aggregate
amount of USD 65 million to resolve any issues
concerning prior billing by MedQuist to those
customers. As of December 31, 2006, MedQuist
has paid or credited an aggregate of USD 50.8
million as an accommodation to those customers,
which represents 78% of the USD 65 million
authorized amount. Also, in the third quarter
of 2006, to resolve concerns over
billing-related issues, the MedQuist board
authorized the company to establish an
accommodation program for certain other
customers that involves the issuance of credits
(accommodation credits) that can be used as
an offset against the future purchase of goods
and services from
MedQuist. MedQuists board authorized the
company to make accommodation credit offers up
to an additional USD 8.7 million beyond the
original cash payment program of USD 65
million. As of December 31, 2006, MedQuist has
entered into agreements with certain of its
customers who have accepted accommodation
credit offers with a total value of USD 4.1
million to resolve concerns over
billing-related issues under this program.
As of December 31, 2006, Philips has a total
accrual of USD 16.4 million with respect to
the billing-related issues at MedQuist. It is
not possible to estimate the level and timing
of the other costs and expenses related to
these matters. Therefore, no other accruals
can be made presently. As in previous years,
MedQuist has continued to provide financial
information to Philips for consolidation
purposes.
Key financial information as reported by MedQuist
(preliminary and unaudited)
in millions of USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net sales |
|
|
456 |
|
|
|
411 |
|
|
|
370 |
|
Operating result |
|
|
25 |
|
|
|
(98 |
) |
|
|
(10 |
) |
Philips has periodically reviewed the
carrying value of its investment in MedQuist,
which amounted to approximately EUR 250 million
at December 31, 2006, as required by applicable
accounting standards. In view of the
uncertainties with respect to the impact of the
ongoing review of MedQuists billing practices,
Philips can give no assurance that further
impairment of intangibles or other assets
related to its investment in MedQuist will not
be required in the future.
NXP indemnification
In the context of Philips sale of Philips
Semiconductors International B.V. (Philips
Semiconductors) in September 2006, Philips has
indemnified Philips Semiconductors (now NXP
B.V.) for all costs it may incur relating to a
claim initiated by a significant customer of
Philips Semiconductors in a request for
arbitration filed with the ICC International
Court of Arbitration in 2005. The arbitration
relates to a product warranty claim that arose
in March 2002 over the reliability of certain
of Philips Semiconductors integrated circuit
products. The products were delivered between
1999 and 2002 and were used by the customer in
its products. The claims relate to a molding
compound supplied to Philips Semiconductors by
one of its suppliers. The customer asserts that
over time all affected products supplied by
Philips Semiconductors will fail and, as a
result, the customer alleges it will incur very
large damages, which it claims from Philips
Semiconductors in the arbitration. Philips
Semiconductors has stated
Philips Annual Report 2006 159
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
that it believes that the defect rate
will be substantially smaller than
anticipated by the customer and disputes its
liability on that basis, as well as on the
basis of the limited warranty provision the
customer has invoked. Philips Semiconductors
also believes that, even if the customer were
to be successful in the arbitration, Philips
Semiconductors would not be liable to the
extent of the damages claimed by the
customer. Philips Semiconductors has also
stated it intends to defend the case
vigorously.
In order to recover any potential amount of
damages that it may be held liable for,
Philips Semiconductors in 2006 initiated
arbitration proceedings against the supplier
of molding products used in the
integrated circuits that allegedly caused the
failures in the customers products. This
arbitration has been stayed temporarily.
Philips does not believe it can reasonably
estimate the amount of possible loss in
connection with the claims against Philips
Semiconductors. Philips, however, does not
expect the outcome to have a material
adverse effect on its financial position,
but cannot predict the effect of the
ultimate loss from this matter on the
operating results in any particular financial period.
LG.Philips LCD
On December 11, 2006, LG.Philips LCD, an
equity-accounted investee in which Philips
holds 32.9% of the common stock, announced that
officials from the Korean Fair Trade
Commission visited the offices of LG.Philips
LCD and that it had received a subpoena from
the United States Department of Justice and
similar notice from the Japanese Fair Trade
Commission in connection with inquiries by
those regulators into possible anticompetitive
conduct in the LCD industry.
Subsequent to the public announcement of these
inquiries certain Philips group companies were
named as defendants in several class action
antitrust complaints filed in the United
States courts, seeking damages on behalf of
purchasers of products incorporating thin-film
transistor liquid crystal display panels, based
on alleged anticompetitive conduct by
manufacturers of such panels. The complaints
assert claims under federal antitrust law, as
well as various state antitrust and unfair
competition laws.
These matters are in their initial stages and,
on the basis of current knowledge, the Company
cannot establish whether a loss is probable
with respect to these actions.
28
Stockholders equity
Preference shares
The Stichting Preferente Aandelen Philips has
been granted the right to acquire preference
shares in the Company. Such right has not been
exercised. As a means to protect the Company
and its stakeholders against an unsolicited
attempt to acquire (de facto) control of the
Company, the General Meeting of Shareholders in
1989 adopted amendments to the Companys
articles of association that allow the Board of
Management and the Supervisory Board to issue
(rights to) preference shares to a third party.
Option rights/restricted shares
The Company has granted stock options on its
common shares and rights to receive common
shares in future (see note 33).
Treasury shares
In connection with the Companys share
repurchase programs, shares which have been
repurchased and are held in treasury for (i)
delivery upon exercise of options and
convertible personnel debentures and under
restricted share programs and employee share
purchase programs and (ii) capital reduction
purposes, are accounted for as a reduction of
stockholders equity. Treasury shares are
recorded at cost, representing the market price
on the acquisition date. When issued, shares
are removed from treasury stock on a FIFO
basis. Any difference between the cost and the
cash received at the time treasury shares are
issued, is recorded in capital in excess of par
value, except in the situation in which the
cash received is lower than cost and capital in
excess of par has been depleted.
In order to reduce potential dilution effects,
the following transactions took place:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Shares acquired |
|
|
12,142,707 |
|
|
|
4,385,298 |
|
Average market price |
|
EUR 20.59 |
|
|
EUR 27.16 |
|
Amount paid |
|
EUR 250 million |
|
|
EUR 119 million |
|
Shares delivered |
|
|
3,796,030 |
|
|
|
11,484,092 |
|
Average market price |
|
EUR 20.67 |
|
|
EUR 27.04 |
|
Amount received |
|
EUR 75 million |
|
|
EUR 171 million |
|
Total shares in treasury |
|
|
43,057,320 |
|
|
|
35,933,526 |
|
Total cost |
|
EUR 1,333 million |
|
|
EUR 923 million |
|
In order to reduce capital stock,
the following transactions took place in
2006:
|
|
|
|
|
Shares acquired |
|
|
101,564,007 |
|
Average market price |
|
EUR 27.38 |
|
Amount paid |
|
EUR 2,780 million |
|
Total shares in treasury |
|
|
|
|
Total cost |
|
|
|
|
In 2006, Philips issued share capital
was reduced by a total of 173,268,629 shares
(with a par value of EUR 0.20 each), which were
acquired pursuant to the share repurchase
programs initiated in 2005 and 2006. The
capital reduction was executed by way of two
share cancellations. As of December 31, 2006
the issued share capital of Philips amounts to
1,142,826,763.
Retained earnings
A dividend of EUR 0.60 per common share will
be proposed to the 2007 Annual General
Meeting of Shareholders.
29
Cash from derivatives
The Company has no trading derivatives.
A total of EUR 62 million cash was received
with respect to foreign exchange derivative
contracts related to financing of
subsidiaries (in 2005 payments of EUR 46
million and in 2004 receipts of EUR 125
million). Cash flow from interest-related
derivatives is part of cash flow from
operating activities. During 2006 there was a
cash outflow in relation to these
derivatives of EUR 1 million.
30
Proceeds from other non-current financial assets
In 2006 there were no material
proceeds from the sale of other
non-current financial assets.
In 2005, the sale of all remaining shares in
Atos Origin and Great Nordic generated cash of
EUR 554 million and EUR 67 million,
respectively.
In 2004, the sale of all remaining shares in
Vivendi Universal and ASML generated cash of
EUR 720 million and EUR 163 million,
respectively.
31
Assets received in lieu of cash from the sale of businesses
During 2006, several ownership interests
were received in connection with certain sale
and transfer transactions.
160 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in
the last ten years |
|
|
At the beginning of July 2006, Philips
transferred its Optical Pick Up activities to
Arima Devices in exchange for a 12% interest
in Arima Devices valued at EUR 8 million.
In June 2006, the merger of Philips Mobile
Display Systems with Toppoly Optoelectronics
Corporation of Taiwan to form a new company
named Toppoly Display Corporation was
completed. Philips obtained a 17.5% stake in
this entity as a consideration for the
transaction valued at EUR 180 million.
In 2005, a 15% ownership interest in TPV and a
convertible bond of EUR 220 million were
received in connection with the sale and
transfer of certain activities within the
Companys monitor and flat TV business. During
2006, the ownership interest in TPV has been
diluted to 13.55%.
In 2004, shares in Computer Access Technology
Corporation were sold in two tranches. In
March 2004 shares were sold for an amount of
EUR 9 million. In December 2004, the remaining
shares were sold for EUR 8 million of which
the proceeds were collected in 2005.
Furthermore, shares in Openwave Systems (EUR 6
million) were received in connection with the
sale of Magic4.
32
Related-party transactions
In the normal course of business,
Philips purchases and sells goods and
services to various related parties in which
Philips typically holds a 50% or less equity
interest and has significant influence.
These transactions are generally conducted
with terms comparable to transactions with
third parties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Purchases of goods and services |
|
|
1,844 |
|
|
|
1,803 |
|
|
|
2,041 |
|
Sales of goods and services |
|
|
444 |
|
|
|
358 |
|
|
|
152 |
|
Receivables from related parties |
|
|
35 |
|
|
|
53 |
|
|
|
37 |
|
Payables to related parties |
|
|
286 |
|
|
|
298 |
|
|
|
271 |
|
For acquisitions and divestments see note 2.
For remuneration details of the members of the
Board of Management and the Supervisory Board
see note 34.
33
Share-based compensation
The Company has granted stock options on
its common shares and rights to receive common
shares in the future (restricted share rights)
to members of the Board of Management and other
members of the Group Management Committee,
Philips Executives and certain non-executives.
The purpose of the share-based compensation
plans is to align the interests of management
with those of shareholders by providing
additional incentives to improve the Companys
performance on a long-term basis, thereby
increasing shareholder value. Under the
Companys plans, options are granted at fair
market value on the date of grant.
As from 2003 onwards, the Company issued
restricted share rights that vest in equal
annual installments over a three-year period.
Restricted shares are Philips shares that the
grantee will receive in three successive years,
provided the grantee is still with the Company
on the respective delivery dates. If the
grantee still holds the shares after three
years from the delivery date, Philips will
grant 20% additional (premium) shares, provided
the grantee is still with Philips.
As from 2002, the Company granted fixed
stock options that expire after 10 years.
Generally, the options vest after 3 years;
however, a limited number of options granted
to certain employees of acquired businesses
contain accelerated vesting. In prior years,
fixed and variable (performance) options
were issued with terms of ten years, vesting
one to three years after grant.
In contrast to the year 2001 and certain
prior years, when variable (performance)
stock options were issued, the share-based
compensation grants as from 2002 consider
the performance of the Company versus a peer
group of multinationals.
USD-denominated stock options and
restricted share rights are granted to
employees in the United States only.
Under the terms of employee stock purchase
plans established by the Company in various
countries, substantially all employees in those
countries are eligible to purchase a limited
number of shares of Philips stock at discounted
prices through payroll withholdings, of which
the maximum ranges from 8.5% to 10% of total
salary. Generally, the discount provided to the
employees is in the range of 10% to 20%. In
2004 and certain prior years, the purchase
price in the United States equaled the lower of
85% of the closing price at the beginning or
end of quarterly purchase periods. A total of
1,016,421 shares were sold in 2006 under the
plan at an average price of EUR 24.70 (2005:
1,248,113 shares at EUR 21.78, 2004: 1,224,655
shares at a price of EUR 20.54).
In the Netherlands, Philips issues personnel
debentures with a 5-year right of conversion
into common shares of Royal Philips
Electronics. The conversion price is equal to
the current share price at the date of
issuance. The fair value of the conversion
option of EUR 6.41 in 2006 (EUR 5.85 in 2005
and EUR 6.05 in 2004) is recorded as
compensation expense over the period of
vesting. In 2006, 1,570,785 shares were issued
in conjunction with conversions at an average
price of EUR 16.94 (2005: 61 shares at an
average price of EUR 32.64, 2004: 333,742
shares at an average price of EUR 21.56).
Effective January 1, 2006, the Company adopted
SFAS No. 123 (Revised 2004), Share Based
Payments using the modified prospective
method for the transition. Since the Company
had previously adopted the fair value
provisions of SFAS No. 123 prospectively for
all employer awards granted, modified or
settled after January 1, 2003, the adoption of
SFAS No. 123 (R) did not have a material impact
on the Companys financial position or results
of operation.
Since awards issued under the Companys plans
prior to 2003 generally vested over three
years, the cost related to share-based
compensation included in the determination of
net income for 2005 and 2004 is less than that
which would have been recognized if the fair
value method had been applied to all
outstanding awards.
Share-based compensation expense was EUR 107
million (EUR 78 million, net of tax), EUR 76
million (EUR 52 million, net of tax) and EUR
60 million (EUR 39 million, net of tax) in
2006, 2005, and 2004, respectively.
Pro forma net income and basic earnings per
share, calculated as if
the Company had applied the fair value
recognition provisions for all outstanding and
unvested awards in each period, amounted to a
profit of EUR 2,856 million and EUR 2.28
respectively for 2005 and a profit of EUR
2,773 million and EUR 2.17 for 2004. Please
refer to share-based compensation under
accounting policies for a reconciliation of
reported and pro forma income of earnings per
share.
Pro forma net income may not be
representative of that to be expected in
future years.
In accordance with SFAS No. 123 (R), the fair
value of stock options granted is required to
be based upon an option valuation model. Since
the Companys stock options are not traded on
any exchange, employees can receive no value
nor derive any benefit from holding these
stock options without an increase in the market
price of Philips stock.
Philips Annual Report 2006 161
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
The fair value of the Companys 2006, 2005 and 2004 option grants
was estimated using a Black-Scholes option valuation model and the
following weighted average assumptions:
EUR-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
Risk-free interest rate |
|
|
3.33 |
% |
|
|
2.89 |
% |
|
|
3.63 |
% |
Expected dividend yield |
|
|
1.8 |
% |
|
|
1.8 |
% |
|
|
1.8 |
% |
Expected option life |
|
5 yrs |
|
|
5 yrs |
|
|
6 yrs |
|
Expected stock
price volatility |
|
|
48 |
% |
|
|
44 |
% |
|
|
39 |
% |
USD-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
2005 |
|
2006 |
Risk-free interest rate |
|
|
3.50 |
% |
|
|
3.84 |
% |
|
|
4.73 |
% |
Expected dividend yield |
|
|
1.6 |
% |
|
|
1.8 |
% |
|
|
1.8 |
% |
Expected option life |
|
5 yrs |
|
|
5 yrs |
|
|
6 yrs |
|
Expected stock
price volatility |
|
|
47 |
% |
|
|
43 |
% |
|
|
38 |
% |
The assumptions were used for these calculations only and do not
necessarily represent an indication of Managements expectations of future
developments.
The Black-Scholes option valuation model was developed for use in estimating
the fair value of traded options which have no vesting restrictions and are
fully transferable. In addition, option valuation models require the input of
subjective assumptions, including the expected price volatility. The Company
has based its volatility assumptions on historical experience for a period that
approximates the expected life of the options. The expected life of the options
is also based upon historical experience. The Companys employee stock options
have characteristics significantly different from those of traded options, and
changes in the assumptions can materially affect the fair value estimate.
The following tables summarize information about Philips stock options as
of December 31, 2006 and changes during the year:
Fixed option plans
EUR-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
remaining contractual |
|
|
aggregate intrinsic |
|
|
|
shares |
|
|
exercise price |
|
|
term (in years) |
|
|
value (in millions) |
|
Outstanding at January 1, 2006 |
|
|
27,159,028 |
|
|
|
28.74 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
4,148,139 |
|
|
|
26.22 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
950,900 |
|
|
|
18.44 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
1,214,029 |
|
|
|
29.72 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
29,142,238 |
|
|
|
28.68 |
|
|
|
6.1 |
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
20,359,927 |
|
|
|
30.98 |
|
|
|
5.2 |
|
|
|
44 |
|
The weighted average grant-date fair value of options granted during
2006, 2005, and 2004 was EUR 9.76, EUR 7.01, and EUR 9.46, respectively. The
total intrinsic value of options exercised during 2006, 2005, and 2004 was EUR
8 million, EUR nil, and EUR 12 million, respectively.
162 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in
the last ten years |
|
|
Fixed option plans
USD-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
remaining contractual |
|
|
aggregate intrinsic |
|
|
|
shares |
|
|
exercise price |
|
|
term (in years) |
|
|
value (in millions) |
|
Outstanding at January 1, 2006 |
|
|
21,921,861 |
|
|
|
27.58 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
3,016,245 |
|
|
|
31.93 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
4,714,730 |
|
|
|
24.98 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
1,000,710 |
|
|
|
30.22 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
19,222,666 |
|
|
|
28.76 |
|
|
|
6.1 |
|
|
|
178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
13,225,219 |
|
|
|
28.70 |
|
|
|
5.0 |
|
|
|
126 |
|
The weighted average grant-date fair value of options granted during 2006, 2005 and 2004 was
USD 12.31, USD 9.30, and USD 11.37, respectively. The total intrinsic value of options exercised
during 2006, 2005 and 2004 was USD 43 million, USD 5 million, and USD 21 million, respectively.
Variable option plans
EUR-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
remaining contractual |
|
|
aggregate intrinsic |
|
|
|
shares |
|
|
exercise price |
|
|
term (in years) |
|
|
value (in millions) |
|
Outstanding at January 1, 2006 |
|
|
5,331,067 |
|
|
|
37.84 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
2,618 |
|
|
|
25.59 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
258,834 |
|
|
|
39.25 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
5,069,615 |
|
|
|
37.78 |
|
|
|
3.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
5,069,615 |
|
|
|
37.78 |
|
|
|
3.8 |
|
|
|
|
|
Variable options were not granted during 2006, 2005 and 2004. The total intrinsic
value of options exercised during 2006, 2005, and 2004 was not significant.
Variable option plans
USD-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
remaining contractual |
|
|
aggregate intrinsic |
|
|
|
shares |
|
|
exercise price |
|
|
term (in years) |
|
|
value (in millions) |
|
Outstanding at January 1, 2006 |
|
|
2,853,696 |
|
|
|
34.73 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
429,708 |
|
|
|
26.10 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
152,346 |
|
|
|
39.67 |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
2,271,642 |
|
|
|
36.04 |
|
|
|
3.7 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
2,271,642 |
|
|
|
36.04 |
|
|
|
3.7 |
|
|
|
10 |
|
Variable options were not granted during 2006, 2005 and 2004. The total intrinsic
value of options exercised during 2006, 2005, and 2004 was USD 3 million, USD 1 million, and USD nil, respectively.
Philips
Annual Report 2006 163
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
The aggregate intrinsic value in the tables above represents the total
pretax intrinsic value (the difference between the Companys closing stock
price on the last trading day of 2006 and the exercise price, multiplied by
the number of in-the-money options) that would have been received by the
option holders if the options had been exercised on December 31, 2006. At
December 31, 2006, there was a total of EUR 70 million of unrecognized
compensation cost related to non-vested stock options. This cost is expected
to be recognized over a weighted-average period of 2.1 years. Cash received
from option exercises under the Companys fixed and variable option plans
amounted to EUR 120 million, EUR 22 million, and EUR 39 million in 2006, 2005,
and 2004, respectively. The actual tax deductions realized as a result of
stock option exercises totaled EUR 16 million, EUR 1 million, and EUR 7
million, in 2006, 2005, and 2004, respectively.
A summary of the status of the Companys restricted share rights plan as of
December 31, 2006 and changes during the year is presented below:
Restricted share rights1)
EUR-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
shares |
|
|
grant-date fair value |
|
Outstanding at January 1, 2006 |
|
|
2,411,315 |
|
|
|
19.67 |
|
Granted |
|
|
1,381,113 |
|
|
|
25.38 |
|
Vested/Issued |
|
|
1,679,153 |
|
|
|
20.55 |
|
Forfeited |
|
|
92,345 |
|
|
|
20.95 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
2,020,930 |
|
|
|
22.84 |
|
|
|
|
1) |
|
Excludes incremental shares that may be received if
shares awarded under the restricted share rights plan are not sold for
a three-year period. |
Restricted share rights1)
USD-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
shares |
|
|
grant-date fair value |
|
Outstanding at January 1, 2006 |
|
|
1,825,476 |
|
|
|
24.30 |
|
Granted |
|
|
1,085,076 |
|
|
|
30.90 |
|
Vested/Issued |
|
|
1,247,268 |
|
|
|
24.91 |
|
Forfeited |
|
|
155,403 |
|
|
|
26.25 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
1,507,881 |
|
|
|
28.43 |
|
|
|
|
1) |
|
Excludes incremental shares that may be received if
shares awarded under the restricted share rights plan are not sold for
a three-year period. |
At December 31, 2006, there was a total of EUR 62 million of unrecognized
compensation cost related to non-vested restricted share rights. This cost is
expected to be recognized over a weighted-average period of 1.9 years.
In November 2005, the Company acquired a controlling interest in Lumileds (refer
to note 2). Lumileds had an existing stock option plan that provided for the
granting of options to purchase depository receipts, representing beneficial
economic and voting interests in a like number of shares to its employees and
certain consultants. Options under the plan were granted for periods up to 10
years at prices no less than 85% of the estimated fair value of the shares on
the date of grant. Options granted generally vest over 4 years at a rate of
12.5% on the date 6 months from the grant date and then monthly thereafter.
The plan also included a fair value put and call feature, whereby employees can
require Lumileds to purchase depository receipts obtained via the exercise of
options, or Lumileds may elect to purchase such depository receipts at fair
value at the time of purchase.
164 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of non-US
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
GAAP information
|
|
|
|
in
the last ten years |
|
|
In December 2006, the Company offered to exchange outstanding Lumileds
Depository Receipts and options for cash and shared-based instruments settled
in cash. The amount to be paid to settle the obligation, with respect to
share-based instruments, will fluctuate based upon changes in the fair value
of Lumileds. Substantially all of the holders of the options and the depository
receipts accepted the Company offer. The amount of the share-based payment
liability recorded at December 31, 2006 was EUR 97 million of which EUR 17
million is a definitive amount payable in March 2007 and EUR 79 million is an
estimate of the liability based upon the most recent Lumileds appraisal value
as of the end of the year. Of the EUR 79 million estimated liability, EUR 18
million is scheduled to be paid in 2007, the exact amount to be calculated
based upon an appraised value determined in the first quarter of 2007. The
remaining liability, which is subject to changes in the fair value of Lumileds,
will be paid between 2008 and 2011.
The following table summarizes information about the Lumileds stock options during 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted |
|
|
weighted average |
|
|
aggregate |
|
|
|
|
|
|
|
average exercise |
|
|
remaining contractual |
|
|
intrinsic value |
|
|
|
shares |
|
|
(price in USD) |
|
|
term (in years) |
|
|
(in millions of USD) |
|
Outstanding at January 1, 2006 |
|
|
15,634,566 |
|
|
|
2.78 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
36,000 |
|
|
|
8.06 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
696,203 |
|
|
|
1.89 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
83,822 |
|
|
|
4.72 |
|
|
|
|
|
|
|
|
|
Exchanged/Accepted Company offer |
|
|
14,778,574 |
|
|
|
2.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
111,967 |
|
|
|
2.74 |
|
|
|
2.1 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
111,759 |
|
|
|
2.74 |
|
|
|
2.1 |
|
|
|
1 |
|
The total intrinsic value of options exercised during 2006 was USD 4 million.
Philips Annual Report 2006 165
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes
to the group financial statements |
|
|
|
|
34
Information on remuneration of the individual members of the Board of Management and the
Supervisory Board
Remuneration of the Board of Management
Remuneration and pension charges relating to the members of the Board of Management amounted to EUR
9,090,403 (2005: EUR 6,363,218; 2004: EUR 6,364,709). In 2006, an additional amount of EUR 645,123
(2005: EUR 431,001, 2004: EUR 492,740) was awarded in the form of other compensation. When pension
rights are granted to members of the Board of Management, necessary payments (if insured) and all
necessary provisions are made in accordance with the applicable accounting principles. In 2006, no
(additional) pension benefits were granted to former members of the Board of Management.
In 2006, the present members of the Board of Management were granted 198,027 stock options (2005:
144,018 stock options; 2004: 152,019 stock options) and 66,009 restricted share rights (2005:
48,006 restricted share rights; 2004: 50,673 restricted share rights).
At year-end 2006, the members of the Board of Management held 1,355,765 stock options (year-end
2005: 923,551; 2004: 1,099,539) at a weighted average exercise price of EUR 27.70 (year-end 2005:
EUR 28.33; 2004: EUR 30.44).
Remuneration individual members Board of Management
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
salary |
|
|
annual incentive1) |
|
|
special payment2) |
|
|
total cash |
|
|
other compensation3) |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.J. Kleisterlee |
|
|
1,042,500 |
|
|
|
1,150,560 |
|
|
|
350,000 |
|
|
|
2,543,060 |
|
|
|
300,064 |
|
J.H.M. Hommen4) |
|
|
|
|
|
|
323,018 |
|
|
|
|
|
|
|
323,018 |
|
|
|
|
|
P-J. Sivignon5) |
|
|
568,750 |
|
|
|
219,191 |
|
|
|
300,000 |
|
|
|
1,087,941 |
|
|
|
60,671 |
|
G.H.A. Dutiné |
|
|
540,750 |
|
|
|
433,998 |
|
|
|
|
|
|
|
974,748 |
|
|
|
99,373 |
|
A. Huijser6) |
|
|
150,000 |
|
|
|
507,600 |
|
|
|
|
|
|
|
657,600 |
|
|
|
6,835 |
|
T.W.H.P. van Deursen7) |
|
|
412,500 |
|
|
|
|
|
|
|
|
|
|
|
412,500 |
|
|
|
28,265 |
|
F.A. van Houten8) |
|
|
262,500 |
|
|
|
|
|
|
|
400,000 |
|
|
|
1,174,375 |
9) |
|
|
21,602 |
|
J.A. Karvinen10) |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
400,000 |
|
|
|
79,710 |
|
R.S. Provoost11) |
|
|
393,750 |
|
|
|
|
|
|
|
|
|
|
|
393,750 |
|
|
|
34,632 |
|
A. Ragnetti12) |
|
|
356,250 |
|
|
|
|
|
|
|
|
|
|
|
356,250 |
|
|
|
13,971 |
|
|
|
|
4,127,000 |
|
|
|
2,634,367 |
|
|
|
1,050,000 |
|
|
|
8,323,242 |
|
|
|
645,123 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.J. Kleisterlee |
|
|
1,020,000 |
|
|
|
1,028,160 |
|
|
|
|
|
|
|
2,048,160 |
|
|
|
278,716 |
|
J.H.M. Hommen13) |
|
|
381,818 |
|
|
|
846,720 |
|
|
|
|
|
|
|
1,228,538 |
|
|
|
47,019 |
|
P-J. Sivignon14) |
|
|
259,091 |
|
|
|
|
|
|
|
|
|
|
|
259,091 |
|
|
|
14,318 |
|
G.H.A. Dutiné |
|
|
511,000 |
|
|
|
509,040 |
|
|
|
|
|
|
|
1,020,040 |
|
|
|
68,895 |
|
A. Huijser |
|
|
587,500 |
|
|
|
554,400 |
|
|
|
|
|
|
|
1,141,900 |
|
|
|
22,053 |
|
|
|
|
2,759,409 |
|
|
|
2,938,320 |
|
|
|
|
|
|
|
5,697,729 |
|
|
|
431,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.J. Kleisterlee |
|
|
1,015,000 |
|
|
|
867,600 |
|
|
|
|
|
|
|
1,882,600 |
|
|
|
274,538 |
|
J.H.M. Hommen |
|
|
835,000 |
|
|
|
711,432 |
|
|
|
|
|
|
|
1,546,432 |
|
|
|
109,272 |
|
G.H.A. Dutiné |
|
|
505,000 |
|
|
|
438,138 |
|
|
|
|
|
|
|
943,138 |
|
|
|
58,750 |
|
A. Huijser |
|
|
537,500 |
|
|
|
433,800 |
|
|
|
|
|
|
|
971,300 |
|
|
|
50,180 |
|
A.P.M. van der Poel15) |
|
|
|
|
|
|
186,482 |
|
|
|
|
|
|
|
186,482 |
|
|
|
|
|
|
|
|
2,892,500 |
|
|
|
2,637,452 |
|
|
|
|
|
|
|
5,529,952 |
|
|
|
492,740 |
|
166 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Number of restricted share rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
granted |
|
|
delivered |
|
|
as of |
|
|
potential |
|
|
|
as of Jan. 1, 2006 |
|
|
during 2006 |
|
|
during 2006 |
|
|
Dec. 31, 2006 |
|
|
premium shares |
|
G.J. Kleisterlee |
|
|
32,537 |
|
|
|
16,002 |
|
|
|
16,535 |
|
|
|
32,004 |
|
|
|
13,125 |
|
P-J. Sivignon |
|
|
10,668 |
|
|
|
11,001 |
|
|
|
3,556 |
|
|
|
18,113 |
|
|
|
4,338 |
|
G.H.A. Dutiné |
|
|
21,692 |
|
|
|
10,002 |
|
|
|
11,024 |
|
|
|
20,670 |
|
|
|
8,622 |
|
T.W.H.P. van Deursen |
|
|
17,069 |
16) |
|
|
10,002 |
|
|
|
8,668 |
16) |
|
|
18,403 |
|
|
|
7,206 |
|
R.S. Provoost |
|
|
17,232 |
16) |
|
|
10,002 |
|
|
|
9,231 |
16) |
|
|
18,003 |
|
|
|
6,828 |
|
A. Ragnetti |
|
|
14,047 |
16) |
|
|
9,000 |
|
|
|
6,668 |
16) |
|
|
16,379 |
|
|
|
5,805 |
|
|
|
|
113,245 |
|
|
|
66,009 |
|
|
|
55,682 |
|
|
|
123,572 |
|
|
|
45,924 |
|
|
|
|
1) |
|
The annual incentives paid are related to the level of performance achieved in the
previous year |
|
2) |
|
Relating to the divestment of the Semiconductors division |
|
3) |
|
The stated amounts concern (share of) allowances to members of the Board of
Management that can be considered as remuneration. In a situation where such a share of an
allowance can be considered as (indirect) remuneration (for example, private use of the company
car), then the share is both valued and accounted for here. |
|
|
|
The method employed by the fiscal authorities in the Netherlands is the starting point value
stated. |
|
4) |
|
Annual incentive amount relates to period January 1 June 15, 2005 |
|
5) |
|
Annual incentive amount relates to period June 15 December 31, 2005 |
|
6) |
|
The salary amount relates to the period January 1 March 31, 2006 |
|
7) |
|
The salary amount as well as the amount under other compensation relates to the
period April 1 December 31, 2006. The annual incentive paid out relates to the period before
board membership and therefore is not stated. |
|
8) |
|
The salary amount as well as the amount under other compensation relates to the
period April 1 September 29, 2006 |
|
9) |
|
The total cash amount includes the salary over the period April 1 September 29,
2006, the special Semiconductors payment, the annual incentive of EUR 354,375 over the period April
1 September 29, 2006 and pursuant to the Semiconductors transaction retention scheme an amount of
EUR 157,500. |
|
10) |
|
The salary amount as well as the amount under other compensation relates to the
period April 1 November 30, 2006. |
|
|
|
The annual incentive paid out relates to the period before board membership and therefore is not
stated. |
|
11) |
|
The salary amount as well as the amount under other compensation relates to the
period April 1 December 31, 2006. |
|
|
|
The annual incentive paid out relates to the period before board membership and therefore is not
stated. |
|
12) |
|
The salary amount as well as the amount under other compensation relates to the
period April 1 December 31, 2006. |
|
|
|
The annual incentive paid out relates to the period before board membership and therefore is not
stated. |
|
13) |
|
Salary figure relates to period January 1 June 15, 2005 |
|
14) |
|
Salary figure relates to period June 15 December 31, 2005 |
|
15) |
|
Annual incentive figure relates to period January April 2003 |
|
16) |
|
Awarded before date of appointment as a member of the Board of Management |
The tables below give an overview of the interests of the members of the Board of Management under
the restricted share plans and the stock option plans of Royal Philips Electronics:
Philips
Annual Report 2006 167
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes
to the group financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of options |
|
|
amounts in euros |
|
|
expiry date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share (closing) |
|
|
|
|
|
|
as of |
|
|
granted |
|
|
exercised |
|
|
as of |
|
|
exercise |
|
|
price on |
|
|
|
|
|
|
Jan. 1, 2006 |
|
|
during 2006 |
|
|
during 2006 |
|
|
Dec. 31, 2006 |
|
|
price |
|
|
exercise date |
|
|
|
|
G.J. Kleisterlee |
|
|
52,500 |
1) |
|
|
|
|
|
|
|
|
|
|
52,500 |
1) |
|
|
42.24 |
3) |
|
|
|
|
|
|
17.02.2010 |
|
|
|
|
105,000 |
|
|
|
|
|
|
|
|
|
|
|
105,000 |
|
|
|
37.60 |
|
|
|
|
|
|
|
08.02.2011 |
|
|
|
|
115,200 |
|
|
|
|
|
|
|
|
|
|
|
115,200 |
|
|
|
30.17 |
|
|
|
|
|
|
|
07.02.2012 |
|
|
|
|
52,803 |
|
|
|
|
|
|
|
|
|
|
|
52,803 |
|
|
|
16.77 |
|
|
|
|
|
|
|
15.04.2013 |
|
|
|
|
48,006 |
|
|
|
|
|
|
|
|
|
|
|
48,006 |
|
|
|
24.13 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
48,006 |
|
|
|
|
|
|
|
|
|
|
|
48,006 |
|
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
|
|
|
|
48,006 |
|
|
|
|
|
|
|
48,006 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P-J. Sivignon |
|
|
32,004 |
|
|
|
|
|
|
|
|
|
|
|
32,004 |
|
|
|
22.07 |
|
|
|
|
|
|
|
18.07.2015 |
|
|
|
|
|
|
|
|
33,003 |
|
|
|
|
|
|
|
33,003 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.H.A. Dutiné |
|
|
124,800 |
1,2) |
|
|
|
|
|
|
|
|
|
|
124,800 |
1,2) |
|
|
30.17 |
|
|
|
|
|
|
|
07.02.2012 |
|
|
|
|
35,208 |
|
|
|
|
|
|
|
|
|
|
|
35,208 |
|
|
|
16.77 |
|
|
|
|
|
|
|
15.04.2013 |
|
|
|
|
32,004 |
|
|
|
|
|
|
|
|
|
|
|
32,004 |
|
|
|
24.13 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
32,004 |
|
|
|
|
|
|
|
|
|
|
|
32,004 |
|
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
|
|
|
|
30,006 |
|
|
|
|
|
|
|
30,006 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
T.W.H.P. van Deursen |
|
|
22,750 |
1) |
|
|
|
|
|
|
|
|
|
|
22,750 |
1) |
|
|
42.03 |
|
|
|
|
|
|
|
17.02.2010 |
|
|
|
|
21,875 |
1) |
|
|
|
|
|
|
|
|
|
|
21,875 |
1) |
|
|
37.60 |
|
|
|
|
|
|
|
08.02.2011 |
|
|
|
|
32,400 |
1) |
|
|
|
|
|
|
|
|
|
|
32,400 |
1) |
|
|
30.17 |
|
|
|
|
|
|
|
07.02.2012 |
|
|
|
|
26,406 |
1) |
|
|
|
|
|
|
|
|
|
|
26,406 |
1) |
|
|
16.77 |
|
|
|
|
|
|
|
15.04.2013 |
|
|
|
|
27,603 |
1) |
|
|
|
|
|
|
|
|
|
|
27,603 |
1) |
|
|
24.13 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
24,003 |
1) |
|
|
|
|
|
|
|
|
|
|
24,003 |
1) |
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
|
|
|
|
30,006 |
|
|
|
|
|
|
|
30,006 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R.S. Provoost |
|
|
56,875 |
1,2) |
|
|
|
|
|
|
|
|
|
|
56,875 |
1,2) |
|
|
42.90 |
|
|
|
|
|
|
|
17.10.2010 |
|
|
|
|
29,750 |
1) |
|
|
|
|
|
|
|
|
|
|
29,750 |
1) |
|
|
37.60 |
|
|
|
|
|
|
|
08.02.2011 |
|
|
|
|
49,200 |
1,2) |
|
|
|
|
|
|
|
|
|
|
49,200 |
1,2) |
|
|
30.17 |
|
|
|
|
|
|
|
07.02.2012 |
|
|
|
|
16,250 |
1,2) |
|
|
|
|
|
|
|
|
|
|
16,250 |
1,2) |
|
|
34.78 |
|
|
|
|
|
|
|
16.04.2012 |
|
|
|
|
26,406 |
1) |
|
|
|
|
|
|
|
|
|
|
26,406 |
1) |
|
|
16.77 |
|
|
|
|
|
|
|
15.04.2013 |
|
|
|
|
8,667 |
1) |
|
|
|
|
|
|
|
|
|
|
8,667 |
1) |
|
|
22.12 |
|
|
|
|
|
|
|
14.10.2013 |
|
|
|
|
24,003 |
1) |
|
|
|
|
|
|
|
|
|
|
24,003 |
1) |
|
|
24.13 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
24,003 |
1) |
|
|
|
|
|
|
|
|
|
|
24,003 |
1) |
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
|
|
|
|
30,006 |
|
|
|
|
|
|
|
30,006 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A. Ragnetti |
|
|
30,000 |
1,2) |
|
|
|
|
|
|
|
|
|
|
30,000 |
1,2) |
|
|
15.29 |
|
|
|
|
|
|
|
11.02.2013 |
|
|
|
|
17,604 |
1) |
|
|
|
|
|
|
|
|
|
|
17,604 |
1) |
|
|
16.77 |
|
|
|
|
|
|
|
15.04.2013 |
|
|
|
|
18,405 |
1) |
|
|
|
|
|
|
|
|
|
|
18,405 |
1) |
|
|
24.13 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
24,003 |
1) |
|
|
|
|
|
|
|
|
|
|
24,003 |
1) |
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
|
|
|
|
27,000 |
|
|
|
|
|
|
|
27,000 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
1,157,738 |
|
|
|
198,027 |
|
|
|
|
|
|
|
1,355,765 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Awarded before date of appointment as a member of the Board of Management |
|
2) |
|
(partly) sign-on bonus |
|
3) |
|
The Supervisory Board and the Board of Management have decided to adjust upwards the
exercise price of all options granted to, but not yet exercised by, members of the Board of
Management as of July 31, 2000 by EUR 0.21 per common share in connection with the 3% share
reduction program effected mid-2000 |
168 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
See note 33 to the financial statements for further information on stock options and restricted
share rights.
The total pension charges of the members of the Board of Management in 2006 amount to EUR 767,161
(pension charge in 2005: EUR 665,489; 2004: EUR 834,757).
The accumulated annual pension entitlements and the pension costs of individual members of the
Board of Management are as follows (in euros):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
|
|
|
|
annual |
|
|
|
|
|
|
age at |
|
|
pension as of |
|
|
|
|
|
|
December |
|
|
December |
|
|
|
|
|
|
31, 2006 |
|
|
31, 20061) |
|
|
pension costs2) |
|
G.J. Kleisterlee3) |
|
|
60 |
|
|
|
609,788 |
|
|
|
(52,145 |
) |
P-J. Sivignon |
|
|
50 |
|
|
|
11,407 |
|
|
|
224,481 |
|
G.H.A. Dutiné |
|
|
54 |
|
|
|
69,363 |
|
|
|
194,309 |
|
T.W.H.P. van Deursen3) |
|
|
60 |
|
|
|
282,926 |
|
|
|
(62,340 |
) |
R.S. Provoost |
|
|
47 |
|
|
|
49,173 |
|
|
|
138,802 |
|
A. Ragnetti |
|
|
46 |
|
|
|
23,266 |
|
|
|
121,358 |
|
|
|
|
|
|
|
|
|
|
|
|
564,465 |
4) |
|
|
|
1) |
|
Under final pay or average pay plan |
|
2) |
|
Including costs related to employer contribution in defined-contribution pension plan |
|
3) |
|
As Mr Kleisterlee as well as Mr Van Deursen were born before January 1, 1950, they
continued to be a premium paying member of the final pay plan till the age of 60 |
|
4) |
|
Mr Huijser for the period January April 2006 not included (EUR 265), Mr Van Houten
for the period April October 2006 not included (EUR 55,372), Mr Karvinen for the period April -
December 2006 not included (EUR 147,059) |
Remuneration of the Supervisory Board
The remuneration of the members of the Supervisory Board amounted to EUR 494,500 (2005: EUR
496,625, 2004: EUR 422,016); former members received no remuneration.
The annual remuneration for individual members is EUR 41,000 and for the Chairman EUR 75,000.
Additionally, the annual remuneration for a regular member of a committee of the Supervisory Board
is EUR 4,500, for the Chairman of a committee EUR 6,000 and for the Chairman of the Audit Committee
EUR 7,000. At year-end 2006, the present members of the Supervisory Board held no stock options.
The individual members of the Supervisory Board received, by virtue of the positions they held, the
following remuneration (in euros):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
membership |
|
|
committees |
|
|
total |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
W. de Kleuver |
|
|
75,000 |
|
|
|
10,500 |
|
|
|
85,500 |
|
L. Schweitzer |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
R. Greenbury |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
J-M. Hessels |
|
|
41,000 |
|
|
|
7,000 |
|
|
|
48,000 |
|
K.A.L.M. van Miert |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
C.J.A. van Lede |
|
|
41,000 |
|
|
|
6,000 |
|
|
|
47,000 |
|
J.M. Thompson |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
E. Kist |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
N.L. Wong |
|
|
41,000 |
|
|
|
|
|
|
|
41,000 |
|
J.J. Schiro |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
|
|
|
444,000 |
|
|
|
50,500 |
|
|
|
494,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
L.C. van Wachem
(January-March) |
|
|
37,500 |
|
|
|
2,625 |
|
|
|
40,125 |
|
W. de Kleuver |
|
|
66,500 |
|
|
|
10,500 |
|
|
|
77,000 |
|
L. Schweitzer |
|
|
41,000 |
|
|
|
1,125 |
|
|
|
42,125 |
|
R. Greenbury |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
J-M. Hessels |
|
|
41,000 |
|
|
|
7,000 |
|
|
|
48,000 |
|
K.A.L.M. van Miert |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
C.J.A. van Lede |
|
|
41,000 |
|
|
|
5,625 |
|
|
|
46,625 |
|
J.M. Thompson |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
E. Kist |
|
|
41,000 |
|
|
|
3,375 |
|
|
|
44,375 |
|
N.L. Wong
(April-December) |
|
|
41,000 |
|
|
|
|
|
|
|
41,000 |
|
J.J. Schiro
(October-December) |
|
|
20,500 |
|
|
|
375 |
|
|
|
20,875 |
|
|
|
|
452,500 |
|
|
|
44,125 |
|
|
|
496,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
L.C. van Wachem |
|
|
74,874 |
|
|
|
9,076 |
|
|
|
83,950 |
|
W. de Kleuver |
|
|
40,840 |
|
|
|
9,076 |
|
|
|
49,916 |
|
L. Schweitzer |
|
|
40,840 |
|
|
|
|
|
|
|
40,840 |
|
R. Greenbury |
|
|
40,840 |
|
|
|
4,538 |
|
|
|
45,378 |
|
J-M. Hessels |
|
|
40,840 |
|
|
|
4,538 |
|
|
|
45,378 |
|
K.A.L.M. van Miert |
|
|
40,840 |
|
|
|
4,538 |
|
|
|
45,378 |
|
C.J.A. van Lede |
|
|
40,840 |
|
|
|
4,538 |
|
|
|
45,378 |
|
J.M. Thompson |
|
|
40,840 |
|
|
|
4,538 |
|
|
|
45,378 |
|
E. Kist (July-December) |
|
|
20,420 |
|
|
|
|
|
|
|
20,420 |
|
|
|
|
381,174 |
|
|
|
40,842 |
|
|
|
422,016 |
|
Supervisory Board members and Board of Management members interests in Philips shares
Members of the Supervisory Board and of the Board of Management are not allowed to hold any
interests in derivative Philips securities.
number of shares
|
|
|
|
|
|
|
|
|
|
|
as of |
|
|
as of |
|
|
|
December |
|
|
December |
|
|
|
31, 2005 |
|
|
31, 2006 |
|
W. de Kleuver |
|
|
4,131 |
|
|
|
4,131 |
|
L. Schweitzer |
|
|
1,070 |
|
|
|
1,070 |
|
J.M. Thompson |
|
|
1,000 |
|
|
|
1,000 |
|
G.J. Kleisterlee |
|
|
118,205 |
|
|
|
134,740 |
|
P-J. Sivignon |
|
|
0 |
|
|
|
3,556 |
|
G.H.A. Dutiné |
|
|
11,380 |
|
|
|
22,404 |
|
T.W.H.P. van Deursen |
|
|
n.a. |
1) |
|
|
58,888 |
|
R.S. Provoost |
|
|
n.a. |
1) |
|
|
21,049 |
|
A. Ragnetti |
|
|
n.a. |
1) |
|
|
12,625 |
|
|
|
|
1) |
|
Reference date for board membership is December 31 |
Philips
Annual Report 2006 169
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
Notes
to the group financial statements |
|
|
|
|
35
Fair value of financial assets and liabilities
The estimated fair value of financial instruments has been determined by the Company using
available market information and appropriate valuation methods. The estimates presented are not
necessarily indicative of the amounts that will ultimately be realized by the Company upon maturity
or disposal. Additionally, because of the variety of valuation techniques permitted under SFAS No.
107, Disclosures about Fair Value of Financial Instruments, comparisons of fair values between
entities may not be meaningful. The use of different market assumptions and/or estimation methods
may have a material effect on the estimated fair value amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
December 31, 2006 |
|
|
|
carrying |
|
|
estimated |
|
|
carrying |
|
|
estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
5,293 |
|
|
|
5,293 |
|
|
|
6,023 |
|
|
|
6,023 |
|
Accounts receivable -
current |
|
|
4,638 |
|
|
|
4,638 |
|
|
|
4,773 |
|
|
|
4,773 |
|
Other non-current financial
assets excluding cost-
method investments |
|
|
673 |
|
|
|
673 |
|
|
|
7,013 |
|
|
|
7,013 |
|
Accounts receivable -
non-current |
|
|
213 |
|
|
|
212 |
|
|
|
214 |
|
|
|
213 |
|
Main listed investments in
equity-accounted investees |
|
|
5,091 |
|
|
|
11,139 |
|
|
|
2,735 |
|
|
|
2,803 |
|
Derivative instruments -
assets |
|
|
143 |
|
|
|
143 |
|
|
|
298 |
|
|
|
298 |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
(3,457 |
) |
|
|
(3,457 |
) |
|
|
(3,450 |
) |
|
|
(3,450 |
) |
Debt |
|
|
(4,487 |
) |
|
|
(4,757 |
) |
|
|
(3,869 |
) |
|
|
(4,009 |
) |
Derivative instruments -
liabilities |
|
|
(193 |
) |
|
|
(193 |
) |
|
|
(101 |
) |
|
|
(101 |
) |
The following methods and assumptions were used to estimate the fair value of financial
instruments:
Cash, accounts receivable current and accounts payable
The carrying amounts approximate fair value because of the short maturity of these instruments.
Cash equivalents
The fair value is based on the estimated market value.
Other financial assets
For other financial assets, fair value is based upon the estimated market prices.
Accounts receivable non-current
The fair value is estimated on the basis of discounted cash flow analyses.
Debt
The fair value is estimated on the basis of the quoted market prices for certain issues, or on the
basis of discounted cash flow analyses based upon market rates plus Philips spread for the
particular tenors of the borrowing arrangements. Accrued interest is included under accounts
payable and not within the carrying amount or estimated fair value of debt. At December 31, 2006
the accrued interest on bonds, which is the main part of the accrual, was EUR 100 million (2005:
EUR 106 million).
36
Other financial instruments, derivatives and currency risk
The Company does not purchase or hold financial derivative instruments for trading purposes. Assets
and liabilities related to derivative instruments are disclosed in note 11, note 12 and note 18
respectively. Currency fluactuations may impact Philips financial results. The Company has a
limited structural currency mismatch between costs and revenues, as a proportion of its production,
administration and research and development costs is denominated in euros, while a proportion of
its revenues is denominated in US dollars.
The Company is exposed to currency risk in the following areas:
|
|
transaction exposures, such as forecasted sales and purchases, and receivables or payables
resulting from such transactions; |
|
|
|
translation exposure of net income in foreign entities; |
|
|
|
translation exposure of investments in foreign entities; |
|
|
|
exposure of non-functional-currency-denominated debt; and |
|
|
|
exposure of non-functional-currency-denominated equity investments. |
It is Philips policy that significant transaction exposures are hedged. The Philips policy
generally requires committed foreign currency exposures to be hedged fully using forwards.
Anticipated transactions are hedged using forwards or options or a combination thereof. The policy
for the hedging of anticipated exposures specifying the use of forwards/options and the hedge tenor
varies per business and is a function of the ability to forecast cash flows and the way in which
the businesses can adapt to changed levels of foreign exchange rates. As a result, hedging
activities may not eliminate all currency risks for these transaction exposures. Generally, the
maximum tenor of these hedges is less than 18 months. The Company does not hedge the exposure
arising from translation exposure of net income in foreign entities. Translation exposure of equity
invested in consolidated foreign entities financed by equity is partially hedged. If a hedge is
entered into, it is accounted for as a net investment hedge.
The currency of the external funding of the Company is matched with the required financing of
subsidiaries either directly by external foreign currency loans, or by using foreign exchange
swaps.
Philips does not currently hedge the foreign exchange exposure arising from equity-accounted
investees. The Company uses foreign exchange derivatives to manage its currency risk. The US dollar
(including related currencies such as the Hong Kong dollar) and Taiwanese dollar account for a high
percentage of the Companys foreign exchange derivatives. Apart from that, the Company has
significant derivatives outstanding related to the pound sterling.
The Company hedges certain commodity price risks using derivative instruments to minimize
significant, unanticipated earnings fluctuations caused by commodity price volatility. The
commodity price derivatives that the Company enters into are concluded as cash flow hedges to
offset forecasted purchases.
Changes in the value of foreign currency accounts receivable/payable as well as the changes in the
fair value of the hedges of accounts receivable/payable are reported in the income statement under
cost of sales. The hedges related to forecasted transactions are recorded as cash flow hedges. The
results from such
hedges are deferred within other comprehensive income in stockholders equity. Currently, a gain of
EUR 8 million is deferred in stockholders equity as a result of these hedges. The result deferred
in equity will mostly be released to the income statement in 2007 at the time when the related
hedged transactions affect the income statement. During 2006 a net loss of less than EUR 1 million
was recorded in the income statement as a result of ineffectiveness of transaction hedges.
Changes in the fair value of hedges related to translation exposure of investments in foreign
entities financed by debt are recognized in the income statement. The changes in the fair value of
these hedges related to foreign exchange movements are offset in the income statement by changes in
the fair value of the hedged items. The
170 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Company recorded a gain of EUR 236 million in other comprehensive income under currency translation
differences as a result of net investment hedges of investments in foreign subsidiaries. A loss of
EUR 3 million was booked to the income statement as a result of ineffectiveness of net investment
hedges.
Philips partially hedges the interest-rate risk inherent in external debt. As of year-end 2006, the
Company had 6 USD interest rate swaps outstanding, on which the Company receives fixed interest and
pays floating interest on the equivalent of EUR 387 million. Fair value hedge accounting is applied
to these interest rate swaps. There was no material ineffectiveness on these hedges during 2006.
Philips also has an embedded derivative within a convertible bond that was issued to Philips in
September 2005 by TPV Technology Ltd, the face value of the bond being EUR 160 million and the
value of the option at year end was EUR 40 million. Changes in the value of the embedded derivative
are reported in financial income and expense and during 2006 a total loss of EUR 61 million was
recorded within the income statement.
37
Subsequent events
Philips Mobile Phones
On February 12, 2007, Philips and China Electronics Corporation (CEC) signed an agreement to
transfer Phlips remaining Mobile Phone activities tot CEC. CEC will take over the responsibility
for Philips Mobile Phones business, which had sales of approximately EUR 320 million in 2006 and
has approximately 240 employees, mainly in Asia Pacific and Eastern Europe. This transaction is
conditional on all required shareholder, government and regulatory approvals and consents, and is
expected to be closed by the end of the first quarter 2007. The transaction is estimated to result
in a cash inflow of approximately EUR 25 million.
The transaction involves the transfer of the Xenium brand, which is associated with long-battery
life, to CEC under the terms of the agreement. CEC will receive an exclusive license to market and
sell mobile phones under the Philips brand for the coming five years. Certain mobile phone-related
patents will be transferred and licensed to CEC. In addition, Philips will transfer to CEC its
excisting marketing network in some key countries for the mobile phone business, as well as its 25%
equity stake in Shenzhen Sangfei Consumer Communications Co. Ltd.
Partners in Lighting
On February 5, 2007, Philips acquired Partners in Lighting (PLI), a leading European manufacturer
of home luminaires. PLI markets its products under brand names such as Massive, Modular and Lirio.
The total cost of the acquisition, paid in cash, was EUR 584 million.
PLI develops, manufactures and markets a wide portfolio of more than 10,000 distinct home lighting
luminaire products currently mainly for the European market. PLIs revenue for 2006 was
approximately EUR 406 million.
The following table summarizes the fair value of the assets acquired and liabilities assumed with
respect to the acquisition of PLI:
|
|
|
|
|
|
|
February 5, 2007 |
|
Total purchase price |
|
|
584 |
|
Less: net cash of PLI at acquisition date |
|
|
(13 |
) |
Net purchase price |
|
|
571 |
|
|
|
|
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
84 |
|
Other non-current financial assets |
|
|
7 |
|
Working capital |
|
|
101 |
|
Deferred tax liabilities |
|
|
(73 |
) |
Long-term debt |
|
|
(49 |
) |
Non-current liabilities |
|
|
(6 |
) |
Intangible assets |
|
|
214 |
|
Goodwill |
|
|
293 |
|
|
|
|
571 |
|
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Customer relationships |
|
|
153 |
|
|
|
20 |
|
Trademarks and trade names |
|
|
61 |
|
|
|
20 |
|
|
|
|
214 |
|
|
|
|
|
Share repurchase
On January 22, 2007, Philips initiated a EUR 1,633 million share repurchase program for capital
reduction purposes to complete the planned return of a total of EUR 4 billion to its shareholders.
It is expected that the program will be completed before the end of 2007.
Philips Annual Report 2006
171
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Management commentary |
|
|
IFRS information
Introduction
This chapter of the 2006 Annual Report contains the management summary and the audited consolidated
financial statements including the notes thereon, all based on IFRS accounting policies.
Compared to the unaudited 2006 IFRS results, which were released on January 22, 2007, we have made
certain changes, particularly relating to income taxes, increasing the net income from EUR 4,633
million to EUR 4,664 million for the full year 2006. In addition, certain reclassifications have
been made in the statement of income and balance sheet for the year 2006.
Management commentary
Key data
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20041) |
|
|
20051) |
|
|
2006 |
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
Income from operations |
|
|
1,105 |
|
|
|
1,419 |
|
|
|
939 |
|
as a % of sales |
|
|
4.4 |
|
|
|
5.5 |
|
|
|
3.5 |
|
Financial income and expenses |
|
|
34 |
|
|
|
113 |
|
|
|
35 |
|
Income taxes |
|
|
(183 |
) |
|
|
(481 |
) |
|
|
(159 |
) |
Results of equity-accounted investees |
|
|
1,498 |
|
|
|
2,279 |
|
|
|
(139 |
) |
Minority interests |
|
|
(24 |
) |
|
|
2 |
|
|
|
(4 |
) |
Income from continuing operations |
|
|
2,430 |
|
|
|
3,332 |
|
|
|
672 |
|
Discontinued operations |
|
|
353 |
|
|
|
42 |
|
|
|
3,992 |
|
Net income attributable to stockholders |
|
|
2,783 |
|
|
|
3,374 |
|
|
|
4,664 |
|
Per common share (in euro) basic |
|
|
2.17 |
|
|
|
2.70 |
|
|
|
3.97 |
|
Per common share (in euro) diluted |
|
|
2.17 |
|
|
|
2.69 |
|
|
|
3.94 |
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation |
Sales
per sector
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Medical Systems |
|
|
5,884 |
|
|
|
6,343 |
|
|
|
6,742 |
|
DAP |
|
|
2,044 |
|
|
|
2,194 |
|
|
|
2,645 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
10,422 |
|
|
|
10,576 |
|
Lighting |
|
|
4,526 |
|
|
|
4,775 |
|
|
|
5,466 |
|
Other Activities |
|
|
2,482 |
|
|
|
2,041 |
|
|
|
1,547 |
|
|
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
Income from operations
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Medical Systems |
|
|
51 |
|
|
|
690 |
|
|
|
842 |
|
DAP |
|
|
342 |
|
|
|
374 |
|
|
|
387 |
|
Consumer Electronics |
|
|
359 |
|
|
|
527 |
|
|
|
402 |
|
Lighting |
|
|
588 |
|
|
|
556 |
|
|
|
574 |
|
Other Activities |
|
|
391 |
|
|
|
(206 |
) |
|
|
(475 |
) |
Unallocated |
|
|
(626 |
) |
|
|
(522 |
) |
|
|
(791 |
) |
|
|
|
1,105 |
|
|
|
1,419 |
|
|
|
939 |
|
172 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Net operating capital
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Medical Systems |
|
|
2,761 |
|
|
|
3,274 |
|
|
|
4,267 |
|
DAP |
|
|
474 |
|
|
|
474 |
|
|
|
1,880 |
|
Consumer Electronics |
|
|
(71 |
) |
|
|
(200 |
) |
|
|
(134 |
) |
Lighting |
|
|
1,549 |
|
|
|
2,846 |
|
|
|
2,817 |
|
Other Activities |
|
|
250 |
|
|
|
377 |
|
|
|
144 |
|
Unallocated |
|
|
(1,884 |
) |
|
|
(2,307 |
) |
|
|
(1,388 |
) |
|
|
|
3,079 |
|
|
|
4,464 |
|
|
|
7,586 |
|
Sales in 2006 increased by 6% on a comparable basis compared to 2005 (5% nominally). Medical
Systems (+7%), Domestic Appliances and Personal Care (DAP) (+11%), Consumer Electronics (+5%) and
Lighting (+8%) all posted significant comparable sales growth. Nominal sales growth of 5% was
mainly driven by DAP (+21%, boosted by the acquisitions of
Lifeline and Avent) and Lighting (+15%,
impacted by the acquisition of Lumileds). The overall sales increase in the main operating sectors
was partly offset by a 24% nominal sales decline of Other Activities, affected by the divestments
of Optical Storage, Philips Business Communications and Enabling Technologies Group. On an
comparable basis, sales of Other Activities declined by 7%.
Gross margin of EUR 8,280 million increased by EUR 377 million, compared to 2005, driven by the
sales growth. Gross margin as a percentage of sales was in line with the previous years 30.7% of
sales. The sales driven improvement was partly offset by a EUR 182 million charge, primarily
related to an additional accrual for unasserted potential future claims in respect of
asbestos-related product liabilities, net of insurance recoveries.
For further details on asbestos-related product liabilities, see note 57 to the consolidated
financial statements in this Annual Report.
As a percentage of sales, selling expenses (17.4%) and research and development expenses (6.0%)
were only slightly different than in 2005. General and administrative (G&A) expenses, however,
increased both in nominal terms (+ EUR 301 million) and as a percentage of sales to 4.5%. In 2006,
additional implementation costs related to compliance with section 404 of the US Sarbanes-Oxley Act
were required, while 2005 included a release of a postretirement medical benefits provision.
Income from operations decreased by EUR 480 million, impacted by the following significant
incidental items:
|
|
in 2006, a EUR 182 million charge, primarily related to an additional accrual for
asbestos-related product liabilities, net of insurance recoveries, included in the income from
operations of Other Activities; |
|
|
|
in 2005, a EUR 279 million release of a postretirement medical benefits provision, of which EUR
185 million was included in Unallocated; |
|
|
|
in 2005, a EUR 158 million gain on the sale of certain parts of CEs monitors and Flat TV
business to TPV Technology. |
Income from operations as a percentage of sales decreased from 5.5% to 3.5%, despite increases in
income from operations achieved by Medical Systems, DAP and Lighting.
Medical Systems generated an income from operations of EUR 842 million (2005: EUR 690 million),
benefiting from a 7% comparable sales growth and improved gross margins, partly offset by
acquisition-related charges.
DAP improved its income from operations by EUR 13 million to EUR 387 million. The sales-driven
increase in income from operations was partly offset by acquisition-related charges and the EUR 18
million loss in the newly set-up Consumer Healthcare Solutions.
CE achieved an income from operations of EUR 402 million in 2006, compared to EUR 527 million in
2005, which benefited from a EUR 158 million gain on the TPV transaction. The margin erosion in the
first half of the year, due to intense competition, eased off in the second half of the year.
However, the beginning of 2007 is expected to be challenging, due to continuing pressure on margins
as supply of Flat TV outstrips market demand.
Lightings income from operations increased to EUR 574 million (2005: EUR 556 million), mainly
driven by profitable sales growth, lower non-manufacturing costs and the inclusion of Lumileds for
the full year.
Other Activities income from operations loss of EUR 475 million was affected by a full-year charge
of EUR 182 million for asbestos-related product liabilities partly offset by gains on the sale of
businesses.
The Unallocated sector generated a negative income from operations of EUR 791 million (2005:
negative EUR 522 million). The main reason for the lower income from operations was the fact that
2005 benefited from the EUR 185 million release of the postretirement medical benefits provision,
which was partly offset by lower pension and other postretirement benefits costs in 2006.
Net income attributable to stockholders in 2006 amounted to EUR 4,664 million compared to EUR 3,374
million in 2005. The increase is largely attributable to the after-tax gain of EUR 3,683 million on
the sale of the majority stake in the Semiconductors division and lower income tax, partly offset
by the lower operational result of LG.Philips LCD. Net income in 2005 included a gain on the sale
of several financial holdings partly offset by an impairment charge for LG.Philips Displays.
Cash flows before financing activities provided by continuing operations decreased from EUR 2,881
million in 2005 to a cash outflow of EUR 2,459 million in 2006, which was mainly due to several
acquisitions and higher pension contributions in the United Kingdom and United States. Cash flows
in 2005 were positively affected by the sales of several financial holdings, mainly in NAVTEQ, TSMC
and LG.Philips LCD.
Philips Annual Report 2006
173
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Consolidated statements of income
IFRS Consolidated statements of income of the Philips Group for the years ended
December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
|
Cost of sales |
|
|
(16,944 |
) |
|
|
(17,872 |
) |
|
|
(18,696 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
7,911 |
|
|
|
7,903 |
|
|
|
8,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
(4,267 |
) |
|
|
(4,443 |
) |
|
|
(4,693 |
) |
|
General and administrative expenses |
|
|
(1,030 |
) |
|
|
(912 |
) |
|
|
(1,213 |
) |
|
Research and development expenses |
|
|
(1,566 |
) |
|
|
(1,544 |
) |
|
|
(1,612 |
) |
|
Impairment of goodwill |
|
|
(588 |
) |
|
|
|
|
|
|
|
|
|
Other business income |
|
|
867 |
|
|
|
540 |
|
|
|
245 |
|
|
Other business expense |
|
|
(222 |
) |
|
|
(125 |
) |
|
|
(68 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 40 |
Income from operations |
|
|
1,105 |
|
|
|
1,419 |
|
|
|
939 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
Financial income |
|
|
341 |
|
|
|
402 |
|
|
|
552 |
|
41 |
Financial expenses |
|
|
(307 |
) |
|
|
(289 |
) |
|
|
(517 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
1,139 |
|
|
|
1,532 |
|
|
|
974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
Income tax expense |
|
|
(183 |
) |
|
|
(481 |
) |
|
|
(159 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income after taxes |
|
|
956 |
|
|
|
1,051 |
|
|
|
815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
Results relating to equity-accounted investees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Companys participation in income (loss) |
|
|
962 |
|
|
|
514 |
|
|
|
(188 |
) |
|
- Other results |
|
|
536 |
|
|
|
1,765 |
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
2,454 |
|
|
|
3,330 |
|
|
|
676 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
(24 |
) |
|
|
2 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2,430 |
|
|
|
3,332 |
|
|
|
672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
Discontinued operations |
|
|
353 |
|
|
|
42 |
|
|
|
3,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
Net income attributable to stockholders |
|
|
2,783 |
|
|
|
3,374 |
|
|
|
4,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attribution of net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
|
2,783 |
|
|
|
(3,374 |
) |
|
|
4,664 |
|
|
Net income attributable to minority interests |
|
|
24 |
|
|
|
(2 |
) |
|
|
4 |
|
|
Net income for the period |
|
|
2,807 |
|
|
|
3,372 |
|
|
|
4,668 |
|
The years 2004 and 2005 are restated to present the Semiconductors division as a discontinued
operation.
The accompanying notes are an integral part of these consolidated financial statements.
174 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Weighted average number of common shares outstanding
(after deduction of treasury stock) during the year (in thousands) |
|
|
1,280,251 |
|
|
|
1,249,956 |
|
|
|
1,174,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average number of shares
(after deduction of treasury stock) during the year (in thousands) |
|
|
1,283,716 |
|
|
|
1,253,330 |
|
|
|
1,183,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1.90 |
|
|
|
2.67 |
|
|
|
0.57 |
|
Income from discontinued operations |
|
|
0.27 |
|
|
|
0.03 |
|
|
|
3.40 |
|
Net income |
|
|
2.17 |
|
|
|
2.70 |
|
|
|
3.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1.89 |
|
|
|
2.67 |
|
|
|
0.57 |
|
Income from discontinued operations |
|
|
0.27 |
|
|
|
0.03 |
|
|
|
3.37 |
|
Net income |
|
|
2.16 |
|
|
|
2.70 |
|
|
|
3.94 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid per common share in euros |
|
|
0.36 |
|
|
|
0.40 |
|
|
|
0.44 |
|
Philips
Annual Report 2006 175
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Consolidated balance sheets
IFRS Consolidated balance sheets of the Philips Group as of December 31
in millions of euros unless otherwise stated
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
5,293 |
|
|
|
6,023 |
|
|
|
|
|
|
|
|
|
|
|
|
9 32 |
Receivables: |
|
|
|
|
|
|
|
|
|
|
- Accounts receivable net |
|
4,166 |
|
|
|
4,298 |
|
|
|
|
- Accounts receivable from related parties |
|
53 |
|
|
|
37 |
|
|
|
|
- Other receivables |
|
419 |
|
|
|
438 |
|
|
|
|
|
|
|
|
4,638 |
|
|
|
4,773 |
|
|
|
|
|
|
|
|
|
|
|
|
38 |
Current assets of discontinued operations |
|
|
|
1,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
Inventories net |
|
|
|
2,797 |
|
|
|
2,880 |
|
|
|
|
|
|
|
|
|
|
|
|
45 |
Other current assets |
|
|
|
412 |
|
|
|
777 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
14,602 |
|
|
|
14,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
Investments in equity-accounted investees |
|
|
|
5,164 |
|
|
|
2,873 |
|
|
|
|
|
|
|
|
|
|
|
|
12 |
Other non-current financial assets |
|
|
|
730 |
|
|
|
8,056 |
|
|
|
|
|
|
|
|
|
|
|
|
13 |
Non-current receivables |
|
|
|
213 |
|
|
|
206 |
|
|
|
|
|
|
|
|
|
|
|
|
38 |
Non-current assets of discontinued operations |
|
|
|
3,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46 |
Other non-current assets |
|
|
|
126 |
|
|
|
390 |
|
|
|
|
|
|
|
|
|
|
|
|
42 |
Deferred tax assets |
|
|
|
2,105 |
|
|
|
1,475 |
|
|
|
|
|
|
|
|
|
|
|
|
47 56 |
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
7,816 |
|
|
|
7,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Less accumulated depreciation |
|
(4,778 |
) |
|
|
(4,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,038 |
|
|
|
3,117 |
|
48 |
Intangible assets excluding goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
3,302 |
|
|
|
4,253 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Less accumulated amortization |
|
(1,350 |
) |
|
|
(1,593 |
) |
|
|
|
|
|
|
|
1,952 |
|
|
|
2,660 |
|
|
|
|
|
|
|
|
|
|
|
|
49 |
Goodwill |
|
|
|
2,174 |
|
|
|
3,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
19,044 |
|
|
|
22,277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
|
|
36,730 |
|
The year 2005 is restated to present the Semiconductors divisions as a discontinued
operation.
The accompanying notes are an integral part of these consolidated financial
statements.
176 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US
GAAP
information
|
|
|
|
in the last ten years |
|
|
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
2006 |
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
Accounts and notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Trade creditors |
|
|
|
|
|
3,159 |
|
|
|
|
|
3,179 |
|
|
|
- Accounts payable to related parties |
|
|
|
|
|
298 |
|
|
|
|
|
271 |
|
|
|
|
|
|
|
|
|
3,457 |
|
|
|
|
|
3,450 |
|
38 |
|
Current liabilities of discontinued operations |
|
|
|
|
|
1,044 |
|
|
|
|
|
|
|
50 |
|
Accrued liabilities |
|
|
|
|
|
3,243 |
|
|
|
|
|
3,319 |
|
51 52 57 |
|
Short-term provisions |
|
|
|
|
|
780 |
|
|
|
|
|
755 |
|
22 |
|
Other current liabilities |
|
|
|
|
|
658 |
|
|
|
|
|
605 |
|
53 54 |
|
Short-term debt |
|
|
|
|
|
1,168 |
|
|
|
|
|
871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
10,350 |
|
|
|
|
|
9,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 56 |
|
Long-term debt |
|
|
|
|
|
3,339 |
|
|
|
|
|
3,007 |
|
51 52 57 |
|
Long-term provisions |
|
|
|
|
|
1,664 |
|
|
|
|
|
1,800 |
|
42 |
|
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|
|
283 |
|
38 |
|
Non-current liabilities of discontinued operations |
|
|
|
|
|
535 |
|
|
|
|
|
|
|
55 |
|
Other non-current liabilities |
|
|
|
|
|
1,086 |
|
|
|
|
|
595 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
6,624 |
|
|
|
|
|
5,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56 57 |
|
Contractual obligations and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests 1) |
|
|
|
|
|
353 |
|
|
|
|
|
135 |
|
28 |
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: 1,142,826,763 shares (2005: 1,316,095,392 shares) |
|
|
|
|
|
263 |
|
|
|
|
|
228 |
|
|
|
Capital in excess of par value |
|
|
|
|
|
82 |
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
|
|
|
17,827 |
|
|
|
|
|
17,524 |
|
|
|
Revaluation reserve |
|
|
|
|
|
262 |
|
|
|
|
|
167 |
|
|
|
Other reserves |
|
|
|
|
|
804 |
|
|
|
|
|
4,914 |
|
|
|
Treasury shares, at cost 35,933,526 shares (2005: 114,736,942 shares) |
|
|
|
|
|
(2,919 |
) |
|
|
|
|
(923 |
) |
|
|
|
|
|
|
|
|
16,319 |
|
|
|
|
|
21,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
|
|
|
16,672 |
|
|
|
|
|
22,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
|
|
|
|
36,730 |
|
1)
of which discontinued operations EUR 173 million at December 31, 2005
Philips
Annual Report 2006 177
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of cash
flows |
|
|
|
|
|
|
IFRS Consolidated statements of cash flows of the Philips Group for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,783 |
|
|
|
3,374 |
|
|
|
4,664 |
|
Income from discontinued operations |
|
|
(353 |
) |
|
|
(42 |
) |
|
|
(3,992 |
) |
Minority interests |
|
|
24 |
|
|
|
(2 |
) |
|
|
4 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
1,615 |
|
|
|
946 |
|
|
|
1,014 |
|
Impairment (reversal) of equity investments |
|
|
(11 |
) |
|
|
137 |
|
|
|
8 |
|
Net gain on sale of assets |
|
|
(1,163 |
) |
|
|
(2,313 |
) |
|
|
(232 |
) |
(Income) loss from equity-accounted investees |
|
|
(1,278 |
) |
|
|
(661 |
) |
|
|
237 |
|
Dividends received from equity-accounted investees |
|
|
59 |
|
|
|
312 |
|
|
|
|
|
Dividends paid to minority shareholders |
|
|
(16 |
) |
|
|
(16 |
) |
|
|
|
|
Increase in receivables and other current assets |
|
|
(313 |
) |
|
|
(39 |
) |
|
|
(2,048 |
) |
Decrease (increase) in inventories |
|
|
(113 |
) |
|
|
(235 |
) |
|
|
2 |
|
Increase in accounts payable, accrued and other liabilities |
|
|
688 |
|
|
|
259 |
|
|
|
1,029 |
|
Decrease (increase) in non-current receivables/other assets |
|
|
(233 |
) |
|
|
98 |
|
|
|
138 |
|
Decrease in provisions |
|
|
(13 |
) |
|
|
(417 |
) |
|
|
(305 |
) |
Other items |
|
|
47 |
|
|
|
40 |
|
|
|
132 |
|
Net cash provided by operating activities |
|
|
1,723 |
|
|
|
1,441 |
|
|
|
651 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(82 |
) |
|
|
(74 |
) |
|
|
(101 |
) |
Expenditures on development assets |
|
|
(233 |
) |
|
|
(259 |
) |
|
|
(295 |
) |
Capital expenditures on property, plant and equipment |
|
|
(669 |
) |
|
|
(631 |
) |
|
|
(707 |
) |
Proceeds from disposals of property, plant and equipment |
|
|
130 |
|
|
|
211 |
|
|
|
107 |
|
Cash from
derivatives 29 |
|
|
125 |
|
|
|
(46 |
) |
|
|
62 |
|
Purchase of other non-current financial assets |
|
|
(11 |
) |
|
|
(18 |
) |
|
|
(31 |
) |
Proceeds
from other non-current assets 30 |
|
|
904 |
|
|
|
630 |
|
|
|
4 |
|
Purchase of businesses, net of cash acquired |
|
|
(360 |
) |
|
|
(1,089 |
) |
|
|
(2,467 |
) |
Proceeds from sale of interests in businesses |
|
|
1,289 |
|
|
|
2,716 |
|
|
|
318 |
|
Net cash provided by (used for) investing activities |
|
|
1,093 |
|
|
|
1,440 |
|
|
|
(3,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in short-term debt |
|
|
(5 |
) |
|
|
(36 |
) |
|
|
97 |
|
Principal payments on long-term debt |
|
|
(1,924 |
) |
|
|
(375 |
) |
|
|
(553 |
) |
Proceeds from issuance of long-term debt |
|
|
258 |
|
|
|
74 |
|
|
|
9 |
|
Treasury stock transactions |
|
|
(18 |
) |
|
|
(1,761 |
) |
|
|
(2,755 |
) |
Dividends paid |
|
|
(460 |
) |
|
|
(504 |
) |
|
|
(523 |
) |
Net cash used for financing activities |
|
|
(2,149 |
) |
|
|
(2,602 |
) |
|
|
(3,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) continuing operations |
|
|
667 |
|
|
|
279 |
|
|
|
(6,184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,707 |
|
|
|
1,345 |
|
|
|
570 |
|
Net cash provided by (used for) investing activities |
|
|
(1,052 |
) |
|
|
(840 |
) |
|
|
6,541 |
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by discontinued operations |
|
|
655 |
|
|
|
505 |
|
|
|
7,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing and discontinued operations |
|
|
1,322 |
|
|
|
784 |
|
|
|
927 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in exchange rates on cash and cash equivalents |
|
|
(45 |
) |
|
|
160 |
|
|
|
(197 |
) |
Cash and cash equivalents at beginning of year |
|
|
3,072 |
|
|
|
4,349 |
|
|
|
5,293 |
|
Cash and cash equivalents at end of year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
The years 2004 and 2005 are restated to present the Semiconductors business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
178 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
|
236 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Supplemental disclosures to the consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net cash paid during the year for |
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
281 |
|
|
|
178 |
|
|
|
211 |
|
Income taxes |
|
|
323 |
|
|
|
302 |
|
|
|
612 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from the sale of assets |
|
|
2,341 |
|
|
|
3,622 |
|
|
|
429 |
|
Book value of these assets |
|
|
(1,189 |
) |
|
|
(1,381 |
) |
|
|
(249 |
) |
Non-cash gains |
|
|
11 |
|
|
|
72 |
|
|
|
52 |
|
|
|
|
1,163 |
|
|
|
2,313 |
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing information |
|
|
|
|
|
|
|
|
|
|
|
|
Assets
received in lieu of cash from the sale of businesses: 58 |
|
|
|
|
|
|
|
|
|
|
|
|
Shares/share options/convertible bonds |
|
|
6 |
|
|
|
330 |
|
|
|
188 |
|
Receivables/loans |
|
|
8 |
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible personnel debentures |
|
|
7 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock transactions |
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquired |
|
|
(96 |
) |
|
|
(1,836 |
) |
|
|
(2,899 |
) |
Exercise of stock options |
|
|
78 |
|
|
|
75 |
|
|
|
144 |
|
For a number of reasons, principally the effects of translation differences and consolidation changes, certain items in the statements
of cash flows do not correspond to the differences between the balance sheet amounts for the respective items.
Philips Annual Report 2006 179
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
|
|
|
172 IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statements of
equity |
|
|
|
|
|
|
IFRS Consolidated statements of changes in equity of the Philips Group
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
capital in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
treasury |
|
|
total stock- |
|
|
|
|
|
|
|
|
|
shares in |
|
|
common |
|
|
excess of |
|
|
retained |
|
|
revaluation |
|
|
other |
|
|
shares |
|
|
holders |
|
|
minority |
|
|
|
|
|
|
thousands |
|
|
stock |
|
|
par value |
|
|
earnings |
|
|
reserve |
|
|
reserves |
|
|
at cost |
|
|
equity |
|
|
interests 1) |
|
|
total equity |
|
Balance as of January 1, 2004 |
|
|
1,280,686 |
|
|
|
263 |
|
|
|
71 |
|
|
|
12,634 |
|
|
|
|
|
|
|
235 |
|
|
|
(1,256 |
) |
|
|
11,947 |
|
|
|
175 |
|
|
|
12,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,783 |
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
|
|
Income tax on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(238 |
) |
|
|
|
|
|
|
(238 |
) |
|
|
|
|
|
|
|
|
Total recognized income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,783 |
|
|
|
|
|
|
|
(74 |
) |
|
|
|
|
|
|
2,709 |
|
|
|
|
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(460 |
) |
|
|
|
|
|
|
|
|
Purchase of treasury stock |
|
|
(4,102 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(96 |
) |
|
|
(96 |
) |
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
4,943 |
|
|
|
|
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113 |
|
|
|
85 |
|
|
|
|
|
|
|
|
|
Share-based compensation plans |
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
|
841 |
|
|
|
|
|
|
|
26 |
|
|
|
2,323 |
|
|
|
|
|
|
|
(74 |
) |
|
|
17 |
|
|
|
2,292 |
|
|
|
110 |
|
|
|
2,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of Dec. 31, 2004 |
|
|
1,281,527 |
|
|
|
263 |
|
|
|
97 |
|
|
|
14,957 |
|
|
|
|
|
|
|
161 |
|
|
|
(1,239 |
) |
|
|
14,239 |
|
|
|
285 |
|
|
|
14,524 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of priority shares into common stock |
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,374 |
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
956 |
|
|
|
|
|
|
|
956 |
|
|
|
|
|
|
|
|
|
Income tax on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
81 |
|
|
|
|
|
|
|
81 |
|
|
|
|
|
|
|
|
|
Reclassification into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(394 |
) |
|
|
|
|
|
|
(394 |
) |
|
|
|
|
|
|
|
|
Acquisition- purchase accounting |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
262 |
|
|
|
|
|
|
|
|
|
|
|
262 |
|
|
|
|
|
|
|
|
|
Total recognized income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,374 |
|
|
|
262 |
|
|
|
643 |
|
|
|
|
|
|
|
4,279 |
|
|
|
|
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(504 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(504 |
) |
|
|
|
|
|
|
|
|
Purchase of treasury stock |
|
|
(83,823 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,836 |
) |
|
|
(1,836 |
) |
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
3,629 |
|
|
|
|
|
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
156 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
Share-based compensation plans |
|
|
|
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70 |
|
|
|
|
|
|
|
|
|
|
|
|
(80,169 |
) |
|
|
|
|
|
|
(15 |
) |
|
|
2,870 |
|
|
|
262 |
|
|
|
643 |
|
|
|
(1,680 |
) |
|
|
2,080 |
|
|
|
68 |
|
|
|
2,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of Dec. 31, 2005 |
|
|
1,201,358 |
|
|
|
263 |
|
|
|
82 |
|
|
|
17,827 |
|
|
|
262 |
|
|
|
804 |
|
|
|
(2,919 |
) |
|
|
16,319 |
|
|
|
353 |
|
|
|
16,672 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,664 |
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,325 |
|
|
|
|
|
|
|
4,325 |
|
|
|
|
|
|
|
|
|
Income tax on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95 |
) |
|
|
(87 |
) |
|
|
|
|
|
|
(182 |
) |
|
|
|
|
|
|
|
|
Reclassification into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128 |
) |
|
|
|
|
|
|
(128 |
) |
|
|
|
|
|
|
|
|
Total recognized income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,664 |
|
|
|
(95 |
) |
|
|
4,110 |
|
|
|
|
|
|
|
8,679 |
|
|
|
|
|
|
|
|
|
Cancellation of treasury shares |
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
(4,332 |
) |
|
|
|
|
|
|
|
|
|
|
4,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(523 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(523 |
) |
|
|
|
|
|
|
|
|
Purchase of treasury stock |
|
|
(105,949 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,899 |
) |
|
|
(2,899 |
) |
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
11,484 |
|
|
|
|
|
|
|
(204 |
) |
|
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
212 |
|
|
|
|
|
|
|
|
|
Share-based compensation plans |
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
(94,465 |
) |
|
|
(35 |
) |
|
|
(82 |
) |
|
|
(303 |
) |
|
|
(95 |
) |
|
|
4,110 |
|
|
|
1,996 |
|
|
|
5,591 |
|
|
|
(218 |
) |
|
|
5,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of Dec. 31, 2006 |
|
|
1,106,893 |
|
|
|
228 |
|
|
|
|
|
|
|
17,524 |
|
|
|
167 |
|
|
|
4,914 |
|
|
|
(923 |
) |
|
|
21,910 |
|
|
|
135 |
|
|
|
22,045 |
|
|
|
|
1) |
|
Includes discontinued operation EUR 124 million, and EUR 173 million at December 31, 2004
and 2005 respectively. |
The
accompanying notes are an integral part of these consolidated financial statements.
180 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Changes in other reserves
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
unrealized gain (loss) |
|
|
|
|
|
|
|
|
|
currency translation |
|
|
on available for-sale |
|
|
change in fair value of |
|
|
|
|
|
|
differences |
|
|
securities |
|
|
cash flow hedges |
|
|
total other reserves |
|
Balance as of January 1, 2004 |
|
|
|
|
|
|
210 |
|
|
|
25 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
(76 |
) |
|
|
236 |
|
|
|
4 |
|
|
|
164 |
|
Income tax on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification into income |
|
|
|
|
|
|
(264 |
) |
|
|
26 |
|
|
|
(238 |
) |
|
|
|
(76 |
) |
|
|
(28 |
) |
|
|
30 |
|
|
|
(74 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2004 |
|
|
(76 |
) |
|
|
182 |
|
|
|
55 |
|
|
|
161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
997 |
|
|
|
55 |
|
|
|
(96 |
) |
|
|
956 |
|
Income tax on net current period change |
|
|
49 |
|
|
|
|
|
|
|
32 |
|
|
|
81 |
|
Reclassification into income |
|
|
(138 |
) |
|
|
(236 |
) |
|
|
(20 |
) |
|
|
(394 |
) |
|
|
|
908 |
|
|
|
(181 |
) |
|
|
(84 |
) |
|
|
643 |
|
|
Balance as of December 31, 2005 |
|
|
832 |
|
|
|
1 |
|
|
|
(29 |
) |
|
|
804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
(515 |
) |
|
|
4,768 |
|
|
|
72 |
|
|
|
4,325 |
|
Income tax on net current period change |
|
|
(72 |
) |
|
|
|
|
|
|
(15 |
) |
|
|
(87 |
) |
Reclassification into income |
|
|
(10 |
) |
|
|
(98 |
) |
|
|
(20 |
) |
|
|
(128 |
) |
|
|
|
(597 |
) |
|
|
4,670 |
|
|
|
37 |
|
|
|
4,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006 |
|
|
235 |
|
|
|
4,671 |
|
|
|
8 |
|
|
|
4,914 |
|
Philips
Annual Report 2006 181
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
Information by sectors and main countries
|
|
|
Information by sectors and main countries
in millions of euros unless otherwise stated
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
research and |
|
|
|
|
|
|
income from |
|
|
results relating to |
|
|
|
|
|
|
|
|
|
|
development |
|
|
income from |
|
|
operations as a % |
|
|
equity-accounted |
|
|
cash flow before |
|
|
|
sales |
|
|
expenses |
|
|
operations |
|
|
of sales |
|
|
investees |
|
|
financing activities |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,742 |
|
|
|
526 |
|
|
|
842 |
|
|
|
12.5 |
|
|
|
9 |
|
|
|
(371 |
) |
DAP |
|
|
2,645 |
|
|
|
160 |
|
|
|
387 |
|
|
|
14.6 |
|
|
|
|
|
|
|
(845 |
) |
Consumer Electronics |
|
|
10,576 |
|
|
|
392 |
|
|
|
402 |
|
|
|
3.8 |
|
|
|
3 |
|
|
|
341 |
|
Lighting |
|
|
5,466 |
|
|
|
262 |
|
|
|
574 |
|
|
|
10.5 |
|
|
|
(4 |
) |
|
|
482 |
|
Other Activities |
|
|
1,547 |
|
|
|
581 |
|
|
|
(475 |
) |
|
|
(30.7 |
) |
|
|
(159 |
) |
|
|
(164 |
) |
Unallocated |
|
|
|
|
|
|
(2 |
) |
|
|
(791 |
) |
|
|
|
|
|
|
12 |
|
|
|
(1,902 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(307 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,976 |
|
|
|
1,612 |
|
|
|
939 |
|
|
|
3.5 |
|
|
|
(139 |
) |
|
|
(2,459 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,343 |
|
|
|
519 |
|
|
|
690 |
|
|
|
10.9 |
|
|
|
12 |
|
|
|
578 |
|
DAP |
|
|
2,194 |
|
|
|
118 |
|
|
|
374 |
|
|
|
17.0 |
|
|
|
|
|
|
|
411 |
|
Consumer Electronics |
|
|
10,422 |
|
|
|
416 |
|
|
|
527 |
|
|
|
5.1 |
|
|
|
2 |
|
|
|
646 |
|
Lighting |
|
|
4,775 |
|
|
|
192 |
|
|
|
556 |
|
|
|
11.6 |
|
|
|
20 |
|
|
|
(192 |
) |
Other Activities |
|
|
2,041 |
|
|
|
591 |
|
|
|
(206 |
) |
|
|
(10.1 |
) |
|
|
2,290 |
|
|
|
2,562 |
|
Unallocated |
|
|
|
|
|
|
(11 |
) |
|
|
(522 |
) |
|
|
|
|
|
|
(45 |
) |
|
|
(1,124 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(281 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,775 |
|
|
|
1,544 |
|
|
|
1,419 |
|
|
|
5.5 |
|
|
|
2,279 |
|
|
|
2,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
5,884 |
|
|
|
458 |
|
|
|
52 |
|
|
|
0.9 |
|
|
|
11 |
|
|
|
674 |
|
DAP |
|
|
2,044 |
|
|
|
119 |
|
|
|
342 |
|
|
|
16.7 |
|
|
|
|
|
|
|
387 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
483 |
|
|
|
359 |
|
|
|
3.6 |
|
|
|
1 |
|
|
|
499 |
|
Lighting |
|
|
4,526 |
|
|
|
166 |
|
|
|
588 |
|
|
|
13.0 |
|
|
|
26 |
|
|
|
614 |
|
Other Activities |
|
|
2,482 |
|
|
|
640 |
|
|
|
392 |
|
|
|
15.8 |
|
|
|
1,460 |
|
|
|
721 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
(628 |
) |
|
|
|
|
|
|
|
|
|
|
(79 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
(300 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,855 |
|
|
|
1,566 |
|
|
|
1,105 |
|
|
|
4.4 |
|
|
|
1,498 |
|
|
|
2,816 |
|
The years
2004 and 2005 have been restated to present the Semiconductors division as a discontinued operation.
The following sectors are distinguished as reportable segments in compliance with
IAS 14: Medical Systems, Domestic Appliances and Personal Care (DAP), Consumer Electronics (CE), Lighting, Other Activities and Unallocated. A short description of these sectors
is as follows:
Medical Systems: Supplier of Imaging Systems, Ultrasound & Monitoring systems, Healthcare Informatics and Customer Services.
DAP: Markets a wide range of products in the areas of Shaving & Beauty,
Domestic Appliances, Health & Wellness and Oral Healthcare.
CE: Provider of Connected Displays, Entertainment Solutions, Peripherals
& Accessories, Home Networks, Mobile Phones and Optical Licenses.
Lighting:
Consists of the following lines of business Lamps,
Luminaires, Lighting Electronics, Automotive, Special Lighting & UHP
and Lumileds.
Other Activities: Comprises various activities and businesses not
belonging to a specific sector. It consists of Corporate Technologies
(such as Research, Intellectual Property & Standards, Applied
Technologies and the Healthcare, Lifestyle and Technology Incubators),
Corporate Investments and Other.
Unallocated: Includes overhead expenses in the corporate center and the cost of
regional and country organizations. Also included are the costs of Philips
global brand campaign as well as pension and other postretirement benefit costs
not directly allocated to the other sectors.
182 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years
|
|
|
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation of |
|
|
|
|
|
|
|
net operating |
|
|
total liabilities excl. |
|
|
|
|
|
|
capital |
|
|
property, plant and |
|
|
|
total assets |
|
|
capital |
|
|
debt |
|
|
long-lived assets |
|
|
expenditures |
|
|
equipment |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,312 |
|
|
|
4,267 |
|
|
|
1,969 |
|
|
|
3,641 |
|
|
|
89 |
|
|
|
82 |
|
DAP |
|
|
2,535 |
|
|
|
1,880 |
|
|
|
655 |
|
|
|
1,949 |
|
|
|
91 |
|
|
|
74 |
|
Consumer Electronics |
|
|
2,636 |
|
|
|
(134 |
) |
|
|
2,735 |
|
|
|
242 |
|
|
|
72 |
|
|
|
71 |
|
Lighting |
|
|
3,984 |
|
|
|
2,817 |
|
|
|
1,159 |
|
|
|
2,508 |
|
|
|
344 |
|
|
|
205 |
|
Other Activities |
|
|
4,340 |
|
|
|
144 |
|
|
|
1,477 |
|
|
|
908 |
|
|
|
111 |
|
|
|
130 |
|
Unallocated |
|
|
16,923 |
|
|
|
(1,388 |
) |
|
|
2,812 |
|
|
|
29 |
|
|
|
|
|
|
|
2 |
|
|
|
|
36,730 |
|
|
|
7,586 |
|
|
|
10,807 |
|
|
|
9,277 |
|
|
|
707 |
|
|
|
564 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
5,387 |
|
|
|
3,274 |
|
|
|
2,045 |
|
|
|
2,801 |
|
|
|
60 |
|
|
|
78 |
|
DAP |
|
|
999 |
|
|
|
474 |
|
|
|
525 |
|
|
|
552 |
|
|
|
74 |
|
|
|
85 |
|
Consumer Electronics |
|
|
2,761 |
|
|
|
(200 |
) |
|
|
2,938 |
|
|
|
250 |
|
|
|
68 |
|
|
|
70 |
|
Lighting |
|
|
3,963 |
|
|
|
2,846 |
|
|
|
1,098 |
|
|
|
2,517 |
|
|
|
204 |
|
|
|
164 |
|
Other Activities |
|
|
6,801 |
|
|
|
377 |
|
|
|
1,455 |
|
|
|
1,003 |
|
|
|
221 |
|
|
|
170 |
|
Unallocated |
|
|
8,731 |
|
|
|
(2,307 |
) |
|
|
2,827 |
|
|
|
41 |
|
|
|
4 |
|
|
|
4 |
|
|
|
|
28,642 |
|
|
|
4,464 |
|
|
|
10,888 |
|
|
|
7,164 |
|
|
|
631 |
|
|
|
571 |
|
Discontinued operations |
|
|
5,004 |
|
|
|
|
|
|
|
1,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
|
|
|
|
|
|
12,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
4,575 |
|
|
|
2,761 |
|
|
|
1,767 |
|
|
|
2,344 |
|
|
|
72 |
|
|
|
81 |
|
DAP |
|
|
897 |
|
|
|
474 |
|
|
|
423 |
|
|
|
513 |
|
|
|
84 |
|
|
|
78 |
|
Consumer Electronics |
|
|
2,484 |
|
|
|
(71 |
) |
|
|
2,536 |
|
|
|
304 |
|
|
|
81 |
|
|
|
95 |
|
Lighting |
|
|
2,424 |
|
|
|
1,549 |
|
|
|
839 |
|
|
|
1,193 |
|
|
|
211 |
|
|
|
197 |
|
Other Activities |
|
|
6,762 |
|
|
|
250 |
|
|
|
1,560 |
|
|
|
966 |
|
|
|
219 |
|
|
|
194 |
|
Unallocated |
|
|
8,184 |
|
|
|
(1,884 |
) |
|
|
2,772 |
|
|
|
45 |
|
|
|
2 |
|
|
|
5 |
|
|
|
|
25,326 |
|
|
|
3,079 |
|
|
|
9,897 |
|
|
|
5,365 |
|
|
|
669 |
|
|
|
650 |
|
Discontinued operations |
|
|
5,160 |
|
|
|
|
|
|
|
1,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,486 |
|
|
|
|
|
|
|
11,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The years
2004 and 2005 have been restated to present the Semiconductors divisions as a discontinued operation.
Goodwill assigned to sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
|
carrying |
|
|
|
carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
differences and |
|
|
value at |
|
|
|
at January 1 |
|
|
acquisitions |
|
|
divestments |
|
|
impairment |
|
|
other changes |
|
|
December 31 |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
1,457 |
|
|
|
858 |
|
|
|
|
|
|
|
|
|
|
|
(176 |
) |
|
|
2,139 |
|
DAP |
|
|
106 |
|
|
|
689 |
|
|
|
|
|
|
|
|
|
|
|
(35 |
) |
|
|
760 |
|
Consumer Electronics |
|
|
13 |
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
14 |
|
Lighting |
|
|
596 |
|
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
(57 |
) |
|
|
585 |
|
Other Activities |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,174 |
|
|
|
1,596 |
|
|
|
|
|
|
|
|
|
|
|
(270 |
) |
|
|
3,500 |
|
Philips
Annual Report 2006 183
|
|
|
|
|
112 Group financial statements
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172 IFRS information
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218 Company financial statements |
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IFRS
accounting policies
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Main countries
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depreciation of |
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net operating |
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capital |
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property, plant and |
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sales |
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total assets |
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capital |
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long-lived assets |
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expenditures |
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equipment |
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2006 |
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|
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|
Netherlands |
|
|
1,088 |
|
|
|
8,722 |
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|
|
1,576 |
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|
|
1,299 |
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|
|
246 |
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|
|
162 |
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United States |
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|
7,447 |
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|
8,392 |
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4,724 |
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5,440 |
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|
218 |
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108 |
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Germany |
|
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1,985 |
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|
1,155 |
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(294 |
) |
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|
340 |
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57 |
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51 |
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France |
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|
1,626 |
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|
|
609 |
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|
|
409 |
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|
146 |
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|
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18 |
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|
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32 |
|
United Kingdom |
|
|
1,186 |
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|
|
1,375 |
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|
1,078 |
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|
790 |
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4 |
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6 |
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China |
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|
1,740 |
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|
1,141 |
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(96 |
) |
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192 |
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31 |
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42 |
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Other countries |
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11,904 |
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15,336 |
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189 |
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|
1,070 |
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|
133 |
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|
|
163 |
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26,976 |
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|
36,730 |
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7,586 |
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9,277 |
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|
707 |
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|
564 |
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2005 |
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Netherlands |
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1,036 |
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|
4,288 |
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|
1,418 |
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|
1,258 |
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|
225 |
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|
153 |
|
United States |
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7,133 |
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7,675 |
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3,322 |
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|
4,081 |
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|
61 |
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88 |
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Germany |
|
|
1,916 |
|
|
|
1,180 |
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|
|
(184 |
) |
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|
311 |
|
|
|
70 |
|
|
|
44 |
|
France |
|
|
1,680 |
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|
|
697 |
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|
|
(214 |
) |
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|
167 |
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|
|
21 |
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35 |
|
United Kingdom |
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|
1,126 |
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|
388 |
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(240 |
) |
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|
19 |
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|
5 |
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5 |
|
China |
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|
1,816 |
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|
1,422 |
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|
(243 |
) |
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|
217 |
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|
53 |
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50 |
|
Other countries |
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|
11,068 |
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12,992 |
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|
605 |
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|
1,111 |
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|
196 |
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|
196 |
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25,775 |
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28,642 |
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4,464 |
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7,164 |
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|
631 |
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571 |
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Discontinued operations |
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5,004 |
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33,646 |
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2004 |
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|
Netherlands |
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|
1,144 |
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|
6,840 |
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|
1,278 |
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|
1,158 |
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|
|
198 |
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182 |
|
United States |
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6,594 |
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|
5,531 |
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|
1,859 |
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|
2,408 |
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|
87 |
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|
95 |
|
Germany |
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|
1,972 |
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|
|
1,156 |
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(156 |
) |
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|
268 |
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|
60 |
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|
71 |
|
France |
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|
1,804 |
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|
|
697 |
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|
|
(131 |
) |
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|
176 |
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24 |
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|
37 |
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United Kingdom |
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|
1,172 |
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|
377 |
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(238 |
) |
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23 |
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9 |
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8 |
|
China |
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1,545 |
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|
758 |
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(220 |
) |
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|
216 |
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|
81 |
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57 |
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Other countries |
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|
10,624 |
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9,967 |
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|
687 |
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1,116 |
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|
210 |
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|
200 |
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|
24,855 |
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|
25,326 |
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|
3,079 |
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5,365 |
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|
669 |
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|
650 |
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Discontinued operations |
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|
5,160 |
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30,486 |
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The years 2004 and 2005 have been restated to present the Semiconductors division as a discontinued
operation.
184 Philips
Annual Report 2006
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224
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Reconciliation of
non-US GAAP information
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226 |
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|
Corporate governance
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|
234 |
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|
The Philips Group
in the last ten years
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|
236 |
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|
Investor information |
IFRS
accounting policies
The consolidated financial statements in this section have been prepared
in accordance with International Financial Reporting Standards (IFRS)
as adopted by the European Union. For the Company, this is materially
the same as IFRS as adopted by the International Accounting
Standards Board (IASB). IFRS include both IFRS and International
Accounting Standards (IAS).
The Company presented consolidated financial statements under IFRS
for the first time in the Annual Report 2005.
Historical cost is used as the measurement basis unless otherwise
indicated.
Consolidation principles
The consolidated financial statements include the accounts of
Koninklijke Philips Electronics N.V. (the Company or Philips) and
all subsidiaries that fall under its power to govern the financial and
operating policies of an entity so as to obtain benefits from its
activities. The Company applies IAS 27 Consolidated and Separate
Financial Statements and Interpretation SIC 12 Consolidation
Special Purpose Entities. All intercompany balances and transactions
have been eliminated in the consolidated financial statements.
The minority interests are disclosed separately in the consolidated
statements of income as part of profit allocation and in the
consolidated balance sheets as a separate component of equity.
Foreign currencies
The financial statements of entities that use a functional currency
other than the euro, are translated into euros. Assets and liabilities are
translated using the exchange rates on the respective balance sheet
dates. Income and expense items in the income statement and cash
flow statement are translated to euros at exchange rates at the dates
of the transaction. The resulting translation adjustments are recorded
as a separate component of equity. Cumulative translation adjustments
are recognized as income or expense upon partial or complete disposal
or substantially complete liquidation of a foreign entity. The functional
currency of foreign entities is generally the local currency, unless the
primary economic environment requires the use of another currency.
Gains and losses arising from the translation or settlement of foreign
currency-denominated monetary assets and liabilities into the local
currency are recognized in income in the period in which they arise.
However, currency differences on intercompany loans that have the
nature of a permanent investment are accounted for as translation
differences as a separate component of equity.
Use of estimates
The preparation of financial statements requires management to
make estimates and assumptions that affect amounts reported in the
consolidated financial statements in order to conform to IFRS. These
estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent liabilities at the date of the
consolidated financial statements, and the reported amounts of
revenues and expenses during the reporting period. We evaluate these
estimates and judgements on an ongoing basis and base our estimates
on experience, current and expected future conditions, third-party
evaluations and various other assumptions that we believe are
reasonable under the circumstances. The results of these estimates
form the basis for making judgements about the carrying values of
assets and liabilities as well as identifying and assessing the accounting
treatment with respect to commitments and contingencies. Actual
results could differ from the estimates and assumptions.
Estimates significantly impact goodwill and other intangibles acquired,
tax on activities disposed, impairments, liabilities from employee benefit
plans, other provisions and tax and other contingencies. The fair values
of acquired identifiable intangibles are based on an assessment of
future cash flows. Impairment analyses of goodwill and indefinite-lived
intangible assets are performed annually and whenever a triggering
event has occurred to determine whether the carrying value exceeds
the recoverable amount. These analyses are based on estimates of
future cash flows.
Assumptions used to determine pension liabilities include the interest
rate and discount rate. In the Risk management section in the annual
report, a sensitivity analysis of these factors is presented.
Accounting changes
The Company applies the retrospective method for reporting a change
in accounting principle in the absence of explicit transition requirements
for new accounting pronouncements.
Reclassifications
Certain items previously reported under specific financial statement
captions have been reclassified to conform with the 2006 presentation.
The line item Investments in unconsolidated companies was renamed
Investments in equity-accounted investees to improve the
relationships between line items and accounting policies. Investments
accounted for at cost have been reclassified to Other non-current
financial assets.
Discontinued operations and non-current assets held for sale
Based on IFRS 5 Non-current Assets Held for Sale and Discontinued
Operations, the Company has determined its cash-generating units as
components of an entity for the purpose of assessing whether or not
operations and cash flows can be clearly distinguished from the rest
of the Company, in order to qualify as a discontinued operation in
the event of disposal of the component. In compliance with IFRS 5,
non-current assets held for sale and discontinued operations are
carried at the lower of carrying amount and fair value less costs to
sell. Any gain or loss from disposal of a business, together with the
results of these operations until the date of disposal, is reported
separately as discontinued operations in accordance with IFRS 5. The
financial information of discontinued operations is excluded from the
respective captions in the consolidated financial statements and
related notes.
Cash flow statements
Cash flow statements have been prepared using the indirect method
in accordance with the requirements of IAS 7 Cash Flow Statements.
Cash flows in foreign currencies have been translated into euros using
the exchange rate at the time of the transaction. Cash flows from
derivative instruments that are accounted for as fair value hedges or
cash flow hedges are classified in the same category as the cash flows
from the hedged items. Cash flows from other derivative instruments
are classified consistent with the nature of the instrument.
Earnings per share
The Company presents basic and diluted earnings per share (EPS) data
for its common shares. Basic EPS is calculated by dividing the profit
attributable to common shareholders of the Company by the weighted
average number of common shares outstanding during the period.
Diluted EPS is determined by adjusting the profit or loss attributable
to common shareholders and the weighted average number of
common shares outstanding for the effects of all dilutive potential
common shares, which comprise convertible personnel debentures,
restricted shares and share options granted to employees.
Revenue recognition
The Company recognizes revenue, in accordance
with IAS 18 Revenue,
when persuasive evidence of an arrangement exists, delivery has
occurred or the service has been provided, the sales price is fixed or
determinable, and collectibility is reasonably assured. For consumer-type
products in the segments Lighting, DAP and Consumer Electronics,
these criteria are generally met at the time the product is shipped and
delivered to the customer and, depending on the delivery conditions,
title and risk have passed to the customer and acceptance of the
product, when contractually required, has been obtained, or, in cases
where such acceptance is not contractually required, when management
has established that all aforementioned conditions for revenue
recognition have been met and no further post-shipment obligations
exist. Examples of the above-mentioned delivery conditions are Free
on Board point of delivery and Costs, Insurance Paid point of delivery,
where the point of delivery may be the shipping warehouse or any
other point of destination as agreed in the contract with the customer
and where title and risk in the goods pass to the customer.
Revenues of transactions that have separately identifiable components
are recognized based on their relative fair values. These transactions
mainly occur in the Medical Systems segment for arrangements that
require subsequent installation and training activities in order to become
operable for the customer. However, since payment for the equipment
is typically contingent upon the completion of the installation process,
Philips
Annual Report 2006 185
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112
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Group financial statements
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172 |
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IFRS information
IFRS accounting policies
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218 |
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Company financial statements |
revenue recognition is deferred until the installation has been completed
and the product is ready to be used by the customer in the way
contractually agreed.
Revenues are recorded net of sales taxes, customer discounts, rebates
and similar charges. For products for which a right of return exists
during a defined period, revenue recognition is determined based on
the historical pattern of actual returns, or in cases where such information
is not available, revenue recognition is postponed until the return
period has lapsed. Return policies are typically based on customary
return arrangements in local markets.
For products for which a residual value guarantee has been granted
or a buy-back arrangement has been concluded, revenue recognition
takes place in accordance with the requirements for lease accounting
of IAS 17 Leases. Shipping and handling costs billed to customers are
recognized as revenues. Expenses incurred for shipping and handling
costs of internal movements of goods are recorded as cost of sales.
Shipping and handling costs related to sales to third parties are
recorded as selling expenses and disclosed separately. Service revenue
related to repair and maintenance activities for goods sold is recognized
ratably over the service period or as services are rendered.
A provision for product warranty is made at the time of revenue
recognition and reflects the estimated costs of replacement and free-of-charge services that will be incurred by The Company with respect
to the products. The customer has the option to purchase such an
extension, which is subsequently billed separately to the customer.
Revenue recognition occurs on a straight-line basis over the contract
period.
Royalty income, which is generally earned based upon a percentage
of sales or a fixed amount per product sold, is recognized on an
accrual basis.
Government grants are recognized as income as qualified
expenditures are made, except for grants relating to purchases
of assets, which are deducted from the cost of the assets.
Employee Benefit Accounting
The Company accounts for the cost of pension plans and postretirement
benefits other than pensions in accordance with IAS 19 Employee
Benefits. The Companys net obligation in respect of defined-benefit
pension plans is calculated separately for each plan by estimating the
amount of future benefit that employees have earned in return for their
service in the current and prior periods; that benefit is discounted to
determine its present value, and any unrecognized actuarial losses and
past service costs and the fair value of any plan assets are deducted.
The calculation is performed by a qualified actuary using the projected
unit credit method. Recognized prepaid assets under IFRS are limited
to the net total of any unrecognized actuarial losses and past service
costs and the present value of any future refunds from the plan or
reductions in future contributions to the plan.
Pension costs in respect of defined-benefit pension plans primarily
represent the increase of the actuarial present value of the obligation
for pension benefits based on employee service during the year and
the interest on this obligation in respect of employee service in
previous years, net of the expected return on plan assets.
To the extent that pension benefits vest immediately following the
introduction of a change to a defined-benefit plan, the resulting past
service costs are recognized immediately. The Company recognizes
for each defined-benefit plan a portion of its actuarial gains and losses
as income or expense if the net cumulative unrecognized actuarial
gains and losses for each defined-benefit plan at the end of the
previous reporting period exceeded the greater of:
The portion of actuarial gains and losses to be recognized for each
defined-benefit plan is the excess above 10% under
1) or 2) divided by
5 years.
Obligations for contributions to defined-contribution pension plans
are recognized as an expense in the income statement as incurred.
In certain countries, the Company also provides postretirement benefits
other than pensions. The costs relating to such plans consist primarily
of the present value of the benefits attributed on an equal basis to
each year of service, interest cost on the accumulated postretirement
benefit obligation, which is a discounted amount, and amortization of
the unrecognized transition obligation.
Share-based payment
The Company applies IFRS 2 Share-based Payments and recognizes
the estimated fair value, measured as of grant date of equity instruments
granted to employees as compensation expense over the vesting period
on a straight-line basis, taking into account expected forfeitures. The
Company uses the Black-Scholes option-pricing model to determine the
fair value of the equity instruments.
The fair value of the amount payable to employees in respect of share
appreciation rights, which are settled in cash, is recognized as an expense,
with a corresponding increase in liabilities, over the vesting period.
The liability is remeasured at each reporting date and at settlement
date. Any changes in fair value of the liability are recognized as
personnel expense in the income statement.
Income tax
Income tax comprises current and deferred tax. Income tax is recognized
in the income statement except to the extent that it relates to an
item recognized directly within equity, in which case the tax effect is
recognized in equity as well. Current tax is the expected tax payable
on the taxable income for the year, using tax rates enacted or
substantially enacted at the balance sheet date, and any adjustment
to tax payable in respect of previous years. Deferred tax assets and
liabilities are recognized, using the balance sheet method, for the
expected tax consequences of temporary differences between the tax
base of assets and liabilities and their carrying amounts for financial
reporting purposes. Deferred tax is not recognized for the following
temporary differences: the initial recognition of goodwill, the initial
recognition of assets and liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit, and
differences relating to investments in subsidiaries to the extent that
they probably will not reverse in the foreseeable future. Measurement
of deferred tax assets and liabilities is based upon the enacted or
substantially enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be
recovered or settled. Deferred tax assets, including assets arising from
loss carry-forwards, are recognized if it is probable that the asset will
be realized. Deferred tax assets are reviewed each reporting date and
a valuation allowance is provided to the extent that it is no longer
probable that the related tax benefit will be realized. Deferred tax assets
and liabilities are not discounted.
Deferred tax liabilities for withholding taxes are recognized for subsidiaries in situations where
the income is to be paid out as dividend in the foreseeable future, and for undistributed earnings
of unconsolidated companies. Changes in tax rates are reflected in the period when the change has
been enacted or substantively enacted by the balance sheet date.
Operating lease payments
Payments made under operating leases are recognized in the income statement on a straight-line
basis over the term of the lease.
Financial instruments
The accounting policies in this paragraph address Derivative financial
instruments and Non-derivative financial instruments.
Derivative financial instruments
The Company uses derivative financial instruments principally to manage its foreign currency risks
and to a more limited extent for managing interest rate and commodity price risks. All derivative
financial instruments are classified as current assets or liabilities based on their maturity dates
and are accounted for at trade date. Embedded derivatives are separated from the host contract and
accounted for separately if required by IAS 39 Financial Instruments: Recognition and
Measurement. Also, the Company measures all derivative financial
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1) |
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10% of the present value of the defined-benefit obligation at that date; or, |
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2) |
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10% of the fair value of any plan asset at that date. |
186 Philips
Annual Report 2006
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|
224
|
|
Reconciliation of
non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
in the last ten years
|
|
|
236 |
|
|
Investor information |
instruments based on fair values derived from market prices of the instruments or from option
pricing models, as appropriate. Gains or losses arising from changes in the fair value of the
instruments are recognized in the income statement during the period in which they arise to the
extent that the derivatives have been designated as a hedge of recognized assets or liabilities, or
to the extent that the derivatives have no hedging designation or are ineffective. The gains and
losses on the designated derivatives substantially offset the changes in the values of the
recognized hedged items, which are also recognized as gains and losses in the income statement.
Changes in the fair value of a derivative that is highly effective and that is designated and
qualifies as a fair value hedge, along with the loss or gain on the hedged asset, or liability or
unrecognized firm commitment of the hedged item that is attributable to the hedged risk, are
recorded in the income statement.
Changes in the fair value of a derivative that is highly effective and that is designated and
qualifies as a cash flow hedge, are recorded in equity, until profit or loss are affected by the
variability in cash flows of the designated hedged item.
The Company formally assesses, both at the hedges inception and on an ongoing basis, whether the
derivatives that are used in hedging transactions are highly effective in offsetting changes in
fair values or cash flows of hedged items. When it is established that a derivative is not highly
effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues
hedge accounting prospectively. When hedge accounting is discontinued because it has been
established that the derivative no longer qualifies as an effective fair value hedge, the Company
continues to carry the derivative on the balance sheet at its fair value, and no longer adjusts the
hedged asset or liability for changes in fair value.
When hedge accounting is discontinued because it is probable that a forecasted transaction will not
occur within a period of two months from the originally forecasted transaction date, the Company
continues to carry the derivative on the balance sheet at its fair value, and gains and losses that
were accumulated in equity are recognized immediately in the income statement. In all other
situations in which hedge accounting is discontinued, the Company continues to carry the derivative
at its fair value on the balance sheet, and recognizes any changes in its fair value in the income
statement. For interest rate swaps that are unwound, the gain or loss upon unwinding is released to
income over the remaining life of the underlying financial instruments, based on the recalculated
effective yield.
Foreign currency differences arising on the retranslation of a financial liability designated as a
hedge of a net investment in a foreign operations are recognized directly in a separate component
of equity, to the extent that the hedge is effective. To the extent that the hedge is ineffective,
such differences are recognized in the income statement.
Non-derivative financial instruments
Non-derivative financial instruments are recognized initially at fair value when the Company
becomes a party to the contractual provisions of the instrument. They are derecognized if the
Companys contractual rights to the cash flows from the financial instruments expire or if the
Company transfers the financial instruments to another party without retaining control or
substantially all risks and rewards of the instruments. Purchases and sales of financial
instruments are accounted for at trade date, i.e., the date that the Company commits itself to
purchase or sell the instruments. Dividend and interest income are recognized when earned. Gains or
losses, if any, are recorded in financial income and expenses.
Cash and cash equivalents
Cash and cash equivalents include all cash balances and short-term highly liquid investments with
an original maturity of three months or less that are readily convertible into known amounts of
cash. They are stated at face value which approximates fair value.
Receivables
Trade accounts receivable are carried at the lower of amortized cost or the present value of
estimated future cash flows, taking into account discounts given or agreed. The present value of
estimated future cash flows is determined through the use of allowances for uncollectible amounts.
As soon as individual trade accounts receivable can no longer be collected in the normal way and
are expected to result in a loss, they are designated as doubtful trade accounts receivable and
valued at the expected collectible amounts. They are written off when they are deemed to be
uncollectible because of bankruptcy or other forms of receivership of the debtors. The allowance
for the risk of non-collection of trade accounts receivable takes into account credit-risk
concentration, collective debt risk based on average historical losses, and specific circumstances
such as serious adverse economic conditions in a specific country or region.
In the event of sale of receivables and factoring, the Company derecognizes receivables if
substantially all risks are transferred and the Company has given up control and continuing
involvement.
Long-term receivables are discounted to their present value.
Debt and other liabilities
Debt and liabilities other than provisions are stated at amortized cost. However, loans that are
hedged under a fair value hedge are remeasured for the changes in the fair value that are
attributable to the risk that is being hedged.
Investments in equity-accounted investees
Investments in companies in which the Company does not have the ability to directly or indirectly
control the financial and operating decisions, but does possess the ability to exert significant
influence, are accounted for using the equity method. Generally, in the absence of demonstrable
proof of significant influence, it is presumed to exist if at least 20% of the voting stock is
owned. The Companys share of the net income of these companies is included in results relating to
equity-accounted investees in the consolidated statements of income. When the Companys share of
losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest
(including any long-term loans) is reduced to nil and recognition of further losses is discontinued
except to the extent that the Company has incurred legal or constructive obligations or made
payments on behalf of an associate.
Investments in equity-accounted investees include loans from the Company to these investees.
Accounting
for capital transactions of a consolidated subsidiary or an
equity-accounted investee
The Company recognizes dilution gains or losses arising from the sale or issuance of stock by a
consolidated subsidiary or an equity-accounted investee in the income statement, unless the
Company or the subsidiary either has reacquired or plans to reacquire such shares. In such
instances, the result of the transaction will be recorded directly in equity as a non-operating
gain or loss.
The dilution gains or losses are presented on a separate line in the income statement if they
relate to consolidated subsidiaries. Dilution gains and losses related to equity-accounted
investees are presented under Results relating to equity-accounted investees.
Other non-current financial assets
Other non-current financial assets include available-for-sale securities, held-to-maturity
securities, loans and cost-method investments.
The Company classifies its investments in equity securities that have readily determinable fair
values as either available-for-sale or for trading purposes. Trading securities are acquired and
held principally for the purpose of selling them in the short term and are presented as Other
current assets. Trading securities are recorded at fair value with changes in the fair value
recorded in financial income and expense.
All securities not included in trading or held-to-maturity are classified as available-for-sale.
Available-for-sale securities are recorded at fair value. Unrealized holding gains and losses, net
of the related tax effect, on available-for-sale securities are excluded from the income statement
and are reported as a separate component of equity until realized.
Philips
Annual Report 2006 187
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112
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Group financial statements
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172 |
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IFRS information
IFRS accounting policies
|
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218 |
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|
Company financial statements |
Realized gains and losses from the sale of available-for-sale securities or the transfer to
the held-for-trading portfolio are determined on a first-in, first-out basis. For
available-for-sale securities hedged under a fair value hedge, the changes in the fair value that
are attributable to the risk which is being hedged are recognized in the income statement rather
than in equity.
Held-to-maturity securities are those debt securities in which the Company has the ability and
intent to hold the security until maturity. Held to-maturity debt securities are recorded at
amortized cost, adjusted for the amortization or accretion of premiums or discounts using the
effective interest method.
Loans receivable are stated at amortized cost, less the related allowance for impaired loans
receivable.
Investments in privately held companies that are not equity-accounted investees, are carried at
cost.
Impairment of financial assets
A financial asset is considered to be impaired if objective evidence indicates that one or more
events have had a negative effect on the estimated future cash flows of that asset. A decline in
the market value of any available-for-sale security or held-to maturity security below cost that is
deemed to be significant or prolonged, results in a reduction of the carrying amount to fair value.
If objective evidence indicates that cost-method investments need to be tested for impairment,
calculations are based on information derived from business plans and other information available
for estimating its fair value. The impairment is charged to the income statement.
An impairment loss related to financial assets is reversed if and to the extent there has been a
change in the estimates used to determine the recoverable amount. The loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
Reversals of impairment are recognized in net income except for reversals of impairment of
available-for-sale equity securities, which are recognized in equity.
Inventories
Inventories are stated at the lower of cost or net realizable value, less advance payments on work
in progress. The cost of inventories comprises all costs of purchase, costs of conversion and other
costs incurred in bringing the inventories to their present location and condition. The costs of
conversion of inventories include direct labor and fixed and variable production overheads, taking
into account the stage of completion. The cost of inventories is determined using the first-in,
first-out (FIFO) method. Inventory is reduced for the estimated losses due to obsolescence. This
reduction is determined for groups of products based on purchases in the recent past and/or
expected future demand.
Property, plant and equipment
Property, plant and equipment is stated at cost, less accumulated depreciation. Assets manufactured
by the Company include direct manufacturing costs, production overheads and interest charges
incurred for qualifying assets during the construction period. Government grants are deducted from
the cost of the related asset. Depreciation is calculated using the straight-line method over the
expected economic life of the asset. Depreciation of special tooling is generally also based on the
straight-line method. Gains and losses on the sale of property, plant and equipment are included in
other business income. Costs related to repair and maintenance activities are expensed in the
period in which they are incurred unless leading to an extension of the original lifetime or
capacity.
Plant and equipment under finance leases are initially recorded at the lower of their fair value or
the present value of minimum lease payments. These assets and leasehold improvements are amortized
using the straight-line method over the shorter of the lease term or the estimated useful life of
the asset. The gain realized on sale and operating leaseback transactions that are concluded at
market conditions is recognized at the time of the sale.
The Company capitalizes interest as part of the cost of assets that necessarily take a substantial
period of time to get ready for use.
Intangible assets other than goodwill
Acquired definite-lived intangible assets are amortized using the straight-line method over their
estimated useful life. The useful lives are evaluated every year. Brands acquired from third
parties that are expected to generate cash inflows during a period without a foreseeable limit, are
regarded as intangible assets with an indefinite useful life. These brands are not amortized, but
tested for impairment annually or whenever an impairment trigger indicates that the asset may be
impaired. Patents and trademarks acquired from third parties are capitalized at cost and amortized
over their remaining useful lives.
Under IAS 38 Intangible Assets all research costs are expensed when incurred. Expenditure on
development activities, whereby research findings are applied to a plan or design for the
production of new or substantially improved products and processes, is capitalized as an intangible
asset if the product or process is technically and commercially feasible and the Company has
sufficient resources to complete development.
The development capitalized expenditure includes the cost of materials, direct labor and an
appropriate proportion of overheads. Other development expenditure and expenditure on research
activities is recognized in the income statement as an expense as incurred. Capitalized development
expenditure is stated at cost less accumulated amortization and impairment losses. Amortization of
capitalized development expenditure is charged to the income statement on a straight-line basis
over the estimated useful lives of the intangible assets. The useful lives for the intangible
development assets are 3 5 years.
Costs relating to the development and purchase of software for both internal use and software
intended to be sold are capitalized and subsequently amortized over the estimated useful life of
the software.
Impairment of non-financial assets other than goodwill, inventories and deferred tax assets
Non-financial assets other than goodwill, inventories and deferred tax assets are reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Recoverability of assets to be held and used is recognized and
measured by a comparison of the carrying amount of an asset with the greater of its value in use
and its fair value less cost to sell. Value in use is measured as the present value of future cash
flows expected to be generated by the asset. If the carrying amount of an asset is not recoverable,
an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds
the recoverable amount. The review for impairment is carried out at the level where discrete cash
flows occur that are independent of other cash flows.
An impairment loss related to intangible assets other than goodwill, tangible fixed assets,
inventories and within unconsolidated companies is reversed if and to the extent there has been a
change in the estimates used to determine the recoverable amount. The loss is reversed only to the
extent that the assets carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortization, if no impairment loss had been recognized.
Reversals of impairment are recognized in net income except for reversals of impairment of
available-for-sale equity securities which are recognized in equity.
Goodwill
Under the provisions of IFRS 3 Business Combinations the Company initially determines the amount
of goodwill. Goodwill is measured at cost less accumulated impairment losses. In respect of
equity-accounted investees, the carrying amount of goodwill is included in the carrying amount of
the investment.
Impairment of goodwill
Goodwill is not amortized but tested for impairment annually in the second quarter and whenever
impairment indicators require so. In accordance with IFRS 3 the Company identified its cash
generating units as one level below that of an operating sector. Cash flows on
188 Philips
Annual Report 2006
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224
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Reconciliation of
non-US GAAP information
|
|
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226 |
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Corporate governance
|
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234 |
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The Philips Group
in the last ten years
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236 |
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Investor information |
this level are substantially independent from other cash flows and this is the lowest level
at which goodwill is monitored by the Board of Management. In accordance with IFRS 3, the Company
performed and completed annual impairment tests in the second quarter of all years presented in the
consolidated statements of income. A goodwill impairment loss is recognized in the income statement
whenever and to the extent that the carrying amount of goodwill of a cash-generating unit exceeds
the recoverable amount of that unit.
Share capital
Incremental costs directly attributable to the issuance of shares are recognized as a deduction
from equity. When share capital recognized as equity is repurchased, the amount of the
consideration paid, including directly attributable costs, is recognized as a deduction from
equity. Repurchased shares are classified as treasury shares and are presented as a deduction from
stockholders equity.
Provisions and accruals
The Company applies IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Accordingly,
the Company recognizes provisions for liabilities and probable losses that have been incurred as of
the balance sheet date and for which the amount is uncertain but can be reasonably estimated.
Provisions of a long-term nature are stated at present value when the amount and timing of related
cash payments are fixed or reliably determinable. Short-term provisions are stated at face value.
The Company accrues for losses associated with environmental obligations when such losses are
probable and reasonably estimatable. Measurement of liabilities is based on current legal
requirements and existing technology. Liabilities and expected insurance recoveries, if any, are
recorded separately. The carrying amount of liabilities is regularly reviewed and adjusted for new
facts or changes in law or technology.
Restructuring
The provision for restructuring relates to the estimated costs of initiated reorganizations that
have been approved by the Board of Management, and which involve the realignment of certain parts
of the industrial and commercial organization. When such reorganizations require discontinuance
and/or closure of lines of activities, the anticipated costs of closure or discontinuance are
included in restructuring provisions. IAS 37 requires that a liability be recognized for those
costs only when a company has a detailed formal plan for the restructuring and has raised a valid
expectation with those affected that it will carry out the restructuring by starting to implement
that plan or announcing its main features to those affected by it.
Guarantees
The Company applies IAS 39 Financial instruments: Recognition and Measurement and IAS 18
Revenue with respect to guarantee contracts. The Company recognizes a liability for the fair
value of the obligation at the inception of a guarantee that is within the scope of the recognition
criteria of these Standards.
Application of IFRS 1
With regard to the options that are offered in IFRS 1 First-time Adoption of International
Financial Reporting Standards the Company chose the following:
For employee benefits under IAS 19 Employee Benefits the Company has chosen to recognize all
cumulative actuarial gains and losses at January 1, 2004. In accordance with IFRS 1 such
recognition has occurred directly in equity.
The cumulative translation differences related to foreign entities within equity are deemed to be
zero at January 1, 2004. Accordingly, these cumulative translation differences were included in
retained earnings in the IFRS opening balance sheet. This also will have the effect that upon
disposal of a foreign entity only cumulative translation differences that arose after January 1,
2004 can be recognized in the result upon disposal.
Business combinations that were recognized before January 1, 2004 were not restated to IAS 22/IFRS
3 Business Combinations. Share-based payment transactions that were granted on or before November
7, 2002 were recognized in accordance with the requirements of standard IFRS 2 Share-based
payments, which is effective as from that date. Consequently, the Company applied the exemption as
offered by IRFS 1 to apply IFRS 2 to all share-based payment grants that had not vested as at the
date of transition to IFRS.
IFRS accounting standards effective as from 2007
The IASB and its interpretation committee IFRIC issued several pronouncements which will take
effect as from 2007. The following are applicable to the Company.
The most important development with a material impact on the financial outcomes is IFRICs draft
interpretation D19 on Minimum Funding Requirements for pensions. The draft interpretation clarifies
recognition criteria for overfunding of pension liabilities and the calculation methods to be used
for the relevant assets. The Company is still in the process of identifying and calculating the
impact in the event the provisions in the draft interpretation will be included in a final
interpretation. At the 2006 year-end, the overfunding of pension liabilities not recognized on the
balance sheet amounts to EUR 2,235 million.
In August 2005, the IASB issued the new Standard IFRS 7 Financial Instruments: Disclosures. The
standard requires disclosure of the significance of financial instruments for an entitys position
and performance, and qualitative and quantitative information on risks arising from financial
instruments. The Standard becomes effective as from 2007. The effect on the Companys disclosure is
expected to be limited because many of the required disclosures have already been made.
In November 2006, the IASB issued IFRS 8 Operating segments, mandatory as from 2009. The Company
is in the process of reviewing the impact of this standard. Since this standard achieves
convergence on the most important elements with US GAAP, the Company does not expect material
impact from this standard on the financial outcomes of previous periods.
IFRIC 7 Applying the Restatement Approach under IAS 29 Financial Reporting in Hyperinflationary
Economies will become mandatory as from 2007. The Company does not expect material impact from
this interpretation.
IFRIC Interpretations 8 and 11 address share-based payments. These interpretations will become
effective for the Company as from 2007 and 2008 respectively. The Company does not expect material
impact from these interpretations.
IFRIC Interpretation 9 Reassessment of Embedded Derivatives will become effective for the Company
as from 2007. The Company does not expect material impact from this interpretation.
IFRIC Interpretation 10 Interim Financial Reporting and Impairment prohibits impairments of
goodwill and certain financial instruments in an interim report to be reversed in a later period.
For the Company, the interpretation becomes effective as from 2007, but will not have an impact on
outcomes presented in previous periods.
Philips
Annual Report 2006 189
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112
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Group financial statements
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172 |
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IFRS information
Notes to the IFRS financial statements
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218 |
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Company financial statements |
Reconciliation from IFRS to US GAAP
The Company provides for transparency purposes for the users of
the financial statements, the following reconciliations from IFRS to US
GAAP.
Reconciliation of net income
from IFRS to US GAAP
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net income as per the consolidated
statements of income on an IFRS basis |
|
|
2,783 |
|
|
|
3,374 |
|
|
|
4,664 |
|
Adjustments to reconcile to US GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
- Reversal of capitalized product
development cost |
|
|
(216 |
) |
|
|
(263 |
) |
|
|
(271 |
) |
- Reversal of amortization of product
development costs |
|
|
167 |
|
|
|
197 |
|
|
|
213 |
|
- Reversal of additional net pensions
and other charges |
|
|
128 |
|
|
|
97 |
|
|
|
292 |
|
- Financial income and expense |
|
|
182 |
|
|
|
(5 |
) |
|
|
|
|
- Adjustment of results of equity-accounted investees |
|
|
(34 |
) |
|
|
(521 |
) |
|
|
(18 |
) |
- Provisions |
|
|
|
|
|
|
|
|
|
|
(65 |
) |
- Income tax effect on IFRS adjustments |
|
|
(46 |
) |
|
|
(24 |
) |
|
|
22 |
|
- Discontinued operations |
|
|
(101 |
) |
|
|
(5 |
) |
|
|
472 |
|
- Other |
|
|
(27 |
) |
|
|
18 |
|
|
|
74 |
|
|
|
|
|
|
|
|
|
|
|
Net income as per the
consolidated statements of income
on a US GAAP basis |
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of stockholders equity from
IFRS to US GAAP
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
Dec. 31, |
|
|
|
2005 |
|
|
2006 |
|
Stockholders equity as per the consolidated
balance sheets on an IFRS basis |
|
|
16,319 |
|
|
|
21,910 |
|
Adjustments to reconcile to US GAAP: |
|
|
|
|
|
|
|
|
- Reversal of capitalized product
development cost |
|
|
(503 |
) |
|
|
(535 |
) |
- Reversal of pensions and other
postretirement benefits |
|
|
1,750 |
|
|
|
1,700 |
|
- Goodwill amortization (until January 1, 2004) |
|
|
321 |
|
|
|
290 |
|
- Goodwill capitalization (acquisition-related) |
|
|
40 |
|
|
|
30 |
|
- Acquisition-related intangibles |
|
|
(294 |
) |
|
|
(210 |
) |
- Equity-accounted investees |
|
|
178 |
|
|
|
105 |
|
- Reversal of result on recognition of sale
and leaseback |
|
|
(80 |
) |
|
|
(52 |
) |
- Deferred tax effect |
|
|
(424 |
) |
|
|
(168 |
) |
- Discontinued operations |
|
|
(664 |
) |
|
|
|
|
- Provisions |
|
|
|
|
|
|
(58 |
) |
- Other |
|
|
23 |
|
|
|
(15 |
) |
|
|
|
|
|
|
|
Stockholders equity as per the consolidated
balance sheets on a US GAAP basis |
|
|
16,666 |
|
|
|
22,997 |
|
|
|
|
|
|
|
|
The major differences between IFRS and US GAAP that affect stockholders equity and net
income are the following:
|
|
IFRS requires capitalization and subsequent amortization of
development cost if the relevant conditions for capitalization are
met, whereas development cost under US GAAP is recorded as an
expense. |
|
|
|
Standards for pension accounting are significantly different between US
GAAP and IFRS. Prepaid pension assets under IFRS can only be recognized to
the extent that economic benefits are available in the form of refunds
from the plan or reductions in future contributions to the plan. Further,
parts of the funded status remain unrecognized under IFRS, while SFAS No.
158 requires full recognition of the funded status. |
|
|
|
Under IFRS, goodwill is not amortized as from 2004. Since goodwill was
no longer amortized as from 2002 under US GAAP, IFRS has two additional
years of goodwill amortization. This is also a reason for differences in
equity-accounted investees under IFRS and US GAAP. |
|
|
|
IFRS requires up-front profit recognition of operational
sale-and-leaseback transactions when the sale is at market conditions,
whereas US GAAP requires amortization. |
|
|
|
Different accounting policies for valuation and discounting give rise to a reconciliation item for provisions. |
|
|
|
The differences as explained above affect income taxes and therefore deferred income taxes. |
|
|
|
The composition of equity under IFRS is affected by the exemption of IFRS
1 that allows the inclusion of the existing negative cumulative translation
differences of EUR 3.4 billion in retained earnings as per January 1, 2004.
As a result of the application of this exemption, the recycling of
translation gains and losses from equity to the income statement
differs when comparing US GAAP and IFRS. For 2005 and 2006, this mainly affects
the results from equity-accounted investees and discontinued operations
respectively. |
190 Philips
Annual Report 2006
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224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
|
|
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|
Notes to the IFRS consolidated financial statements of the Philips Group
all amounts in millions of euros unless otherwise stated
The reader is also referred to the notes to the consolidated financial statements based on US GAAP.
38
Discontinued operations
Semiconductors
On September 29, 2006, the Company sold a
majority stake in its Semiconductors division
to a private equity consortium led by Kohlberg
Kravis Robert & Co. (KKR). The transaction
consisted of the sale of the division for a
total consideration of EUR 7,913 million and a
simultaneous acquisition of a minority interest
in the recapitalized organization at a cost of
EUR 854 million. A gain of EUR 3,683 million
has been recorded on the sale, net of costs
directly associated with this transaction of
approximately EUR 68 million. The recorded
income tax expense on this gain is still under
discussion with the tax authorities.
In accordance with IFRS 5, the operations of
the Semiconductors division and the
aforementioned gain have been presented as
discontinued operations. Prior-year
consolidated financial statements have been
restated to conform to this presentation.
The Companys ownership interest in the
recapitalized organization, now named NXP
Semiconductors, has been recorded at its fair
value as at the date of the transaction of EUR
854 million. Philips ownership in NXP consists
of 19.9% of the preferred shares and 17.5% of
the common shares. The Company has determined
that they cannot exert significant influence
over the operating or financial policies of
NXP and accordingly the investment is accounted
for as a cost-method investment.
Philips and NXP will have continuing
relationships through shared research and
development activities and through license
agreements. The existing global service
agreements for -amongst others- payroll,
network and purchase facilities cover a period
of approximately one year.
Additionally, through the purchase of component
products, namely semiconductor products for the
consumer electronic sector, Philips and NXP
will have a continuing relationship for the
foreseeable future. The Company has assessed
the expected future transactions and determined
that the cash flows from these transactions
are not significant direct cash flows.
The following table summarizes the results of the Semiconductors
division included in the consolidated statement of income as
discontinued operations for 2004, 2005 and the period through its
divestment on September 29, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
4,491 |
|
|
|
4,620 |
|
|
|
3,681 |
|
Costs and expenses |
|
|
(3,933 |
) |
|
|
(4,163 |
) |
|
|
(3,144 |
) |
Gain on sale of discontinued operations |
|
|
|
|
|
|
|
|
|
|
4,323 |
|
Income before income taxes |
|
|
558 |
|
|
|
457 |
|
|
|
4,860 |
|
Income taxes |
|
|
(170 |
) |
|
|
(134 |
) |
|
|
(790 |
) |
Result of equity-accounted investees |
|
|
(42 |
) |
|
|
(73 |
) |
|
|
(63 |
) |
Minority interest |
|
|
(29 |
) |
|
|
(34 |
) |
|
|
(49 |
) |
Net income |
|
|
317 |
|
|
|
216 |
|
|
|
3,958 |
|
The following table shows the components
of the gain from the sale of discontinued
operations, net of tax on December 31, 2006:
|
|
|
|
|
|
|
2006 |
|
Consideration |
|
|
7,913 |
|
Carrying value of net assets disposed |
|
|
(3,522 |
) |
Cost of disposal |
|
|
(68 |
) |
Gain on disposal before taxes |
|
|
4,323 |
|
Income taxes |
|
|
(640 |
) |
Gain on sales |
|
|
3,683 |
|
The following table presents Philips
Semiconductors assets and liabilities,
classified as discontinued operations in
the consolidated balance sheet at December
31, 2005:
|
|
|
|
|
|
|
2005 |
|
Accounts receivable |
|
|
604 |
|
Inventory |
|
|
683 |
|
Equity-accounted investees |
|
|
299 |
|
Property, plant and equipment |
|
|
1,874 |
|
Intangible assets including goodwill |
|
|
1,354 |
|
Assets of discontinued operations |
|
|
4,814 |
|
|
Accounts payable |
|
|
443 |
|
Provisions |
|
|
582 |
|
Other liabilities |
|
|
411 |
|
Liabilities of discontinued operations |
|
|
1,436 |
|
Philips Mobile Display Systems
On November 10, 2005, Royal Philips
Electronics and Toppoly Optoelectronics
Corporation of Taiwan announced that they
had signed a binding letter of intent to
merge Philips Mobile Display Systems (MDS)
business unit with Toppoly. The company has
been named TPO, and the transaction has been
completed in the first half of 2006.
Philips separately reported the results of
the MDS business as a discontinued
operation and previous years have been
restated.
Summarized financial information for MDS is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
973 |
|
|
|
653 |
|
|
|
194 |
|
Costs and expenses |
|
|
(937 |
) |
|
|
(827 |
) |
|
|
(160 |
) |
Income from operations |
|
|
36 |
|
|
|
(174 |
) |
|
|
34 |
|
Financial income and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
36 |
|
|
|
(174 |
) |
|
|
34 |
|
Income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
36 |
|
|
|
(174 |
) |
|
|
34 |
|
The 2006 results of EUR 34 million
mainly relate to translation differences
recognized upon completion of the transaction.
The 2005 results included an impairment loss
of EUR 163 million.
Philips Annual Report 2006 191
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
172 |
IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
Notes
to the IFRS financial statements |
|
|
|
|
|
|
|
The following table presents MDS
assets and liabilities,
classified as discontinued operations in
the consolidated balance sheet at December
31, 2005:
|
|
|
|
|
|
|
December 31, |
|
|
|
2005 |
|
Accounts receivable |
|
|
135 |
|
Inventories |
|
|
37 |
|
Property, plant and equipment |
|
|
9 |
|
Other assets |
|
|
9 |
|
Assets of discontinued operations |
|
|
190 |
|
|
Accounts and notes payable |
|
|
114 |
|
Other liabilities |
|
|
29 |
|
Liabilities of discontinued operations |
|
|
143 |
|
39
Acquisitions and divestments
2006
During 2006, the Company entered into a number
of acquisitions and completed several disposals
of activities. All business combinations have
been accounted for using the purchase method of
accounting. Major business combinations in 2006
relate to the acquisitions of Lifeline, Witt
Biomedical, Avent and Intermagnetics.
The remaining business combinations, both
individually and in the aggregate, were
deemed immaterial in respect of the IFRS 3
disclosure requirements.
Sales and Income from operations related to
activities divested in 2006, included in the
Companys consolidated statement of income for
2006, amounted to EUR 975 million and a loss of
EUR 21 million, respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below.
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired 1) |
|
|
assets |
|
|
goodwill |
|
Lifeline |
|
|
583 |
|
|
|
(77 |
) |
|
|
319 |
|
|
|
341 |
|
Witt Biomedical |
|
|
110 |
|
|
|
(2 |
) |
|
|
29 |
|
|
|
83 |
|
Avent |
|
|
689 |
|
|
|
(47 |
) |
|
|
392 |
|
|
|
344 |
|
Intermagnetics |
|
|
993 |
|
|
|
(32 |
) |
|
|
255 |
|
|
|
770 |
|
1) Excluding cash acquired
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
recog- |
|
|
|
inflow |
|
|
divested |
|
|
nized gain |
|
CryptoTec |
|
|
30 |
|
|
|
4 |
|
|
|
26 |
|
Philips Enabling Technologies (ETG) |
|
|
45 |
1) |
|
|
38 |
|
|
|
7 |
|
Philips Sound Solutions (PSS) |
|
|
53 |
1) |
|
|
41 |
|
|
|
12 |
|
FEI |
|
|
154 |
|
|
|
51 |
2) |
|
|
103 |
|
1) Net of cash divested
2) Includes the release of cumulative translation differences
Lifeline
On March 22, 2006, Philips completed an
acquisition of Lifeline, a leader in personal
emergency response services. Philips acquired a
100% interest in Lifeline by offering USD 47.75
per share in cash. The business is included in
Consumer Healthcare Solutions, part of the
Domestic Appliances and Personal Care sector.
The condensed balance sheet of Lifeline
determined in accordance with IFRS,
immediately before and after acquisition
date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
15 |
|
|
|
341 |
|
Other intangible assets |
|
|
18 |
|
|
|
319 |
|
Property, plant and equipment |
|
|
34 |
|
|
|
20 |
|
Other non-current financial assets |
|
|
22 |
|
|
|
19 |
|
Working capital |
|
|
27 |
|
|
|
8 |
|
Deferred tax liabilities |
|
|
(6 |
) |
|
|
(124 |
) |
Cash |
|
|
17 |
|
|
|
14 |
|
|
|
|
127 |
|
|
|
597 |
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
84 |
|
|
|
597 |
|
Loans |
|
|
43 |
|
|
|
|
|
|
|
|
127 |
|
|
|
597 |
|
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Trademarks and trade names |
|
|
114 |
|
|
indefinite |
Software |
|
|
9 |
|
|
|
3-5 |
|
Customer relationships |
|
|
196 |
|
|
|
5-20 |
|
|
|
|
319 |
|
|
|
|
|
192 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
|
|
|
|
|
|
|
Witt Biomedical
On April 26, 2006, Philips completed its
acquisition of Witt Biomedical, the largest
independent supplier of hemodynamic monitoring
and clinical reporting systems used in
cardiology catheterization laboratories. Witt
Biomedical has been consolidated within the
Medical Systems sector.
The condensed balance sheet of Witt
Biomedical determined in accordance with
IFRS, immediately before and after
acquisition date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
83 |
|
Other intangible assets |
|
|
|
|
|
|
29 |
|
Property, plant and equipment |
|
|
1 |
|
|
|
1 |
|
Working capital |
|
|
13 |
|
|
|
17 |
|
Provisions |
|
|
(4 |
) |
|
|
(24 |
) |
Deferred tax |
|
|
|
|
|
|
4 |
|
Cash |
|
|
5 |
|
|
|
5 |
|
|
|
|
15 |
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
15 |
|
|
|
115 |
|
Loans |
|
|
|
|
|
|
|
|
|
|
|
15 |
|
|
|
115 |
|
Other intangible assets comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
In-process research
and development |
|
|
4 |
|
|
|
3 |
|
Developed and core technology |
|
|
11 |
|
|
|
4 |
|
Customer relationships |
|
|
6 |
|
|
|
10 |
|
Backlog |
|
|
7 |
|
|
|
1 |
|
Other |
|
|
1 |
|
|
|
3 |
|
|
|
|
29 |
|
|
|
|
|
Avent
As of August 31, 2006, Philips completed its
acquisition of Avent, a leading provider of
baby and infant feeding products in the
United Kingdom and the United States. Philips
acquired Avent for EUR 689 million, which was
paid in cash upon completion of the
transaction. As of the date of acquisition
Avent has been consolidated within the
Domestic Appliances and Personal Care sector.
The condensed balance sheet of Avent
determined in accordance with IFRS,
immediately before and after acquisition
date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
367 |
|
|
|
344 |
|
Other intangible assets |
|
|
|
|
|
|
392 |
|
Property, plant and equipment |
|
|
36 |
|
|
|
35 |
|
Working capital |
|
|
26 |
|
|
|
40 |
|
Deferred tax liabilities |
|
|
|
|
|
|
(122 |
) |
Cash |
|
|
23 |
|
|
|
22 |
|
|
|
|
452 |
|
|
|
711 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
(35 |
) |
|
|
711 |
|
Loans |
|
|
487 |
1) |
|
|
|
|
|
|
|
452 |
|
|
|
711 |
|
1) Includes preference share capital
The allocation of the purchase price to
the net assets acquired had not yet been finalized as of December 31, 2006, as further
information related to intangible asset
valuations remained outstanding.
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Trademarks and trade names |
|
|
242 |
|
|
indefinite |
Customer relationships and patents |
|
|
150 |
|
|
|
5-18 |
|
|
|
|
392 |
|
|
|
|
|
Philips Annual Report 2006 193
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
172 |
IFRS information
|
|
218 Company financial statements |
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
Intermagnetics
On November 9, 2006, the Company acquired
Intermagnetics General Corporation
(Intermagnetics) for USD 27.50 per share, which
was paid in cash upon completion. Additionally,
in connection with the closing, Philips
provided a loan to Intermagnetics of
approximately USD 120 million to pay off debt
and certain other obligations, including
amounts related to the acceleration of
stock-based compensation and expenses incurred
as a result of the transaction. Since the date
of the transaction, Intermagnetics has been
consolidated within the Medical Systems sector.
The condensed balance sheet of Intermagnetics
determined in accordance with IFRS,
immediately before and after acquisition
date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after acquisition |
|
|
|
acquisition date |
|
|
date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
132 |
|
|
|
770 |
|
Other intangible assets |
|
|
34 |
|
|
|
255 |
|
Property, plant and equipment |
|
|
35 |
|
|
|
45 |
|
Working capital |
|
|
67 |
|
|
|
56 |
|
Deferred tax liabilities |
|
|
(6 |
) |
|
|
(78 |
) |
Cash |
|
|
19 |
|
|
|
24 |
|
|
|
|
281 |
|
|
|
1,072 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
137 |
|
|
|
1,014 |
|
Loans |
|
|
144 |
|
|
|
58 |
|
|
|
|
281 |
|
|
|
1,072 |
|
The allocation of the purchase price to
the net assets acquired had not yet been finalized as of December 31, 2006, as further
information related to intangible asset
valuations remained outstanding.
Other intangible assets comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Core and existing technology |
|
|
120 |
|
|
|
6 |
|
In-process research and
development |
|
|
29 |
|
|
|
3 |
|
Trademarks and trade names |
|
|
17 |
|
|
|
10 |
|
Customer relationships |
|
|
86 |
|
|
|
9 |
|
Miscellaneous |
|
|
3 |
|
|
|
2 |
|
|
|
|
255 |
|
|
|
|
|
Pro forma disclosures on acquisitions
The following tables present the
year-to-date pro forma unaudited results of
Philips, assuming Lifeline, Witt Biomedical,
Avent and Intermagnetics had been
consolidated as of January 1, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments 1) |
|
|
Philips Group |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
26,976 |
|
|
|
236 |
|
|
|
27,212 |
|
Income from operations |
|
|
939 |
|
|
|
(17 |
) |
|
|
922 |
|
Net income |
|
|
4,664 |
|
|
|
(11 |
) |
|
|
4,653 |
|
Earnings per share in
euros |
|
|
3.97 |
|
|
|
|
|
|
|
3.96 |
|
1) Pro forma adjustments include
sales, Income from operations and net income
from continuing operations of the acquired
companies from January 1, 2006 to the date of
acquisition. For that purpose, sales related to
the pre-existing relationship between Philips
and Intermagnetics have been excluded. As
Philips finances its acquisitions with own
funds, the pro forma adjustments exclude the
cost of external funding incurred prior to the
acquisition. The pro forma adjustments also
reflect the impact of the purchase-price
accounting effects from January 1, 2006 to the
date of acquisition and the elimination of
non-recurring post-merger integration costs
incurred by the Company. Purchase-price
accounting effects primarily relate to the
amortization of intangible assets (EUR 81
million) and inventory step-ups (EUR 24
million).
The following tables present the
year-to-date unaudited pro forma results of
Philips, assuming Lifeline, Witt Biomedical,
Avent and Intermagnetics had been
consolidated as of January 1, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments 1) |
|
|
Philips Group |
|
Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
Sales |
|
|
25,775 |
|
|
|
415 |
|
|
|
26,190 |
|
Income from operations |
|
|
1,419 |
|
|
|
(29 |
) |
|
|
1,390 |
|
Net income |
|
|
3,374 |
|
|
|
(13 |
) |
|
|
3,361 |
|
Earnings per share in
euros |
|
|
2.70 |
|
|
|
|
|
|
|
2.69 |
|
1) Pro forma adjustments include
sales, Income from operations and net income
from continuing operations of the acquired
companies of 2005. For that purpose, sales
related to the pre-existing relationship
between Philips and Intermagnetics have been
excluded. As Philips finances its
acquisitions with own funds, the pro forma
adjustments exclude the cost of external
funding incurred in 2005. The pro forma
adjustments also reflect the impact of the
purchase-price accounting effects of 2005.
These effects primarily relate to the
amortization of intangible assets (EUR 87
million) and inventory step-ups (EUR 24
million).
CryptoTec
On March 31, 2006, Philips transferred its
CryptoTec activities to Irdeto, a world leader
in content security and a subsidiary of
multimedia group Naspers. Irdeto purchased the
CryptoTec assets for an amount of EUR 30
million. The gain on this transaction of EUR 26
million has been reported under Other business
income.
Philips Enabling Technologies
On November 6, 2006, the Company sold Philips
Enabling Technologies Group (ETG) to VDL. The
recognized gain on this transaction (EUR 7
million) has been reported under Other
business expense.
194 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
|
|
|
|
|
|
|
Philips Sound Solutions
On December 31, 2006, Philips sold its Philips
Sound Solutions (PSS) business to D&M Holding
for EUR 53 million. The transaction resulted in
EUR 12 million gain, reported under Other
business income.
FEI
On December 20, 2006, Philips sold its 24.8%
interest in FEI Company, a NASDAQ listed
company, in a public offering. The sale
provided Philips with net proceeds of EUR 154
million and a non-taxable gain of EUR 103
million. The gain is included in Results
relating to equity-accounted investees.
2005
During 2005, the Company completed several
divestments, acquisitions and ventures. All
business combinations have been accounted for
using the purchase method of accounting.
However, both individually and in the aggregate
with the exception of Lumileds these
business combinations were deemed immaterial in
respect of IFRS 3 disclosure requirements.
Sales and Income from operations related to
activities divested in 2005, included in the
Companys consolidated statement of income for
2005, amounted to EUR 488 million and a loss of
EUR 25 million, respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below.
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired 1) |
|
|
assets |
|
|
goodwill |
|
Stentor |
|
|
194 |
|
|
|
(29 |
) |
|
|
109 |
|
|
|
114 |
|
Lumileds |
|
|
788 |
|
|
|
(3 |
) |
|
|
268 |
|
|
|
523 |
|
1) Excluding cash acquired
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow |
|
|
divested1) |
|
|
gain |
|
Connected Displays
(Monitors) |
|
|
|
|
|
|
(158 |
)2) |
|
|
158 |
|
Philips Pension Competence
Center |
|
|
55 |
|
|
|
12 |
|
|
|
43 |
|
LG. Philips LCD |
|
|
938 |
|
|
|
503 |
|
|
|
435 |
|
TSMC |
|
|
770 |
|
|
|
219 |
|
|
|
551 |
|
NAVTEQ |
|
|
932 |
|
|
|
164 |
|
|
|
768 |
|
Atos Origin |
|
|
554 |
|
|
|
332 |
|
|
|
222 |
|
Great Nordic |
|
|
67 |
|
|
|
54 |
|
|
|
13 |
|
1) Excluding cash divested
2) Represents net balance of assets received in excess of net assets divested
Stentor
In August 2005, the Company acquired all shares
of Stentor, a US-based company. The related
cash outflow was EUR 194 million. Stentor was
founded in 1998 to provide a solution for
enterprise-wide medical image and information
management. The business is included in the
Medical Systems sector.
Lumileds
On November 28, 2005, the Company acquired an
incremental 47.25% Lumileds shares from
Agilent, at a cost of EUR 788 million, which
brought the Companys participating share to a
level of 96.5%. The business was included to
the Lighting sector. In 2006, the Company
acquired the remaining 3.5% of the shares.
The condensed balance sheet of Lumileds
determined in accordance with IFRS,
immediately before and after acquisition date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after acquisition |
|
|
|
acquisition date |
|
|
date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
523 |
|
Other intangible assets |
|
|
4 |
|
|
|
569 |
1) |
Property, plant and equipment |
|
|
110 |
|
|
|
132 |
|
Working capital |
|
|
23 |
|
|
|
(45 |
) |
Deferred tax assets |
|
|
|
|
|
|
100 |
|
Cash |
|
|
21 |
|
|
|
21 |
|
|
|
|
158 |
|
|
|
1,300 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
83 |
|
|
|
1,130 |
|
Loans |
|
|
75 |
|
|
|
170 |
|
|
|
|
158 |
|
|
|
1,300 |
|
1) Comprises of existing (EUR 4
million), acquired (EUR 268 million),
revalued existing Philips share (EUR 262
million; net of tax EUR 167 million) and
revalued minority share (EUR 35 million) of
other intangible assets.
The equity included an amount of EUR 167
million caused by the revaluation of Philips
participating interest of 49.25% upon
acquiring the 47.25% from Agilent.
Employees of Lumileds have vested options on
Lumileds shares which must be offered to
Lumileds when executed and Lumileds is obliged
to acquire these shares. The liability at
December 31, 2005 related to these vested
options was EUR 86 million. There were
3,187,545 and 3,018,442 unvested options
outstanding at November 28, 2005 and December
31, 2005 respectively.
Other Intangibles, excluding in-process
research and development is comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Core technology |
|
|
118 |
|
|
|
8 |
|
Existing technology |
|
|
193 |
|
|
|
7 |
|
In-process research
and development |
|
|
11 |
|
|
|
8 |
|
Customer relationships |
|
|
216 |
|
|
|
11 |
|
Luxeon trade name |
|
|
29 |
|
|
|
16 |
|
Backlog |
|
|
2 |
|
|
|
1 |
|
|
|
|
569 |
|
|
|
|
|
Philips Annual Report 2006 195
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
172 |
IFRS information
|
|
218 Company financial statements |
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
The following tables present the
year-to-date unaudited results of Lumileds and
the effect on Philips results assuming
Lumileds had been consolidated as of January
1, 2004.
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2005 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments 1) |
|
|
Philips Group |
|
Sales |
|
|
25,775 |
|
|
|
235 |
|
|
|
26,010 |
|
Income from operations |
|
|
1,419 |
|
|
|
(55 |
) |
|
|
1,364 |
|
Net income |
|
|
3,374 |
|
|
|
(46 |
) |
|
|
3,328 |
|
Earnings per share in
euros |
|
|
2.70 |
|
|
|
|
|
|
|
2.66 |
|
1) The pro forma adjustments
relate to sales, Income from operations and
net results of Lumileds attributable to the
period preceding the acquisition (EUR 42
million positive impact after tax) and also
reflect the amortization of intangibles (EUR
37 million after tax), share-based
compensation expense (EUR 29 million after
tax), and the reversal of results relating to
equity-accounted investees (EUR 20 million
after tax and remaining adjustments of EUR 2
million after tax).
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2004 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments 1) |
|
|
Philips Group |
|
Sales |
|
|
24,855 |
|
|
|
234 |
|
|
|
25,089 |
|
Income from operations |
|
|
1,105 |
|
|
|
(34 |
) |
|
|
1,071 |
|
Net income |
|
|
2,783 |
|
|
|
(30 |
) |
|
|
2,753 |
|
Earnings per share in
euros |
|
|
2.17 |
|
|
|
|
|
|
|
2.15 |
|
1) The pro forma adjustments relate
to sales, Income from operations and net
results of Lumileds of 2004 (EUR 52 million
positive impact after tax) and also reflect
the amortization of intangibles (EUR 40 million
after tax), share-based compensation expense
(EUR 13 million after tax), shared-based
expense (EUR 23 million after tax), the
reversal of results relating to
equity-accounted investees (EUR 23 million
after tax) and remaining adjustments of EUR 6
million after tax.
Connected Displays (Monitors)
In September 2005, Philips sold certain
activities within its monitors and flat TV
business to TPV Technologies, a Hong Kong
listed company for a 15% ownership interest in
TPV and a convertible bond of EUR 220 million.
A gain of EUR 158 million was recognized in
Other business income (expense). TPV will
continue to produce for Philips the monitors
that will be sold under the Philips brand. The
Company accounts for the investment in TPV
using the equity method since the Company can
exercise significant influence. The Company
also has representation on TPVs board.
Philips Pension Competence Center
In September 2005, the Company sold the legal
entities which perform the asset management
function and the pension administration of the
Philips Pension Fund to Merrill Lynch and
Hewitt, respectively. The transactions resulted
in a cash inflow of EUR 55 million and a gain
of EUR 43 million, which has been reported
under Other business income.
LG.Philips LCD
In July 2005, LG.Philips LCD issued 65,000,000
American Depository Shares or an equivalent of
32,500,000 shares, resulting in a dilution gain
of EUR 214 million. Contemporaneously, the
Company sold 9,375,000 common shares. In
December 2005 the Company sold 18 million
common shares. As a result of these two
transactions, the Company had a cash inflow of
EUR 938 million and a gain on the sales of
shares of EUR 435 million, which has been
reported as Results relating to
equity-accounted investees. As a result of
these transactions, the Companys participating
share in LG.Philips LCD was reduced to 32.9%.
TSMC
In July and September 2005, Philips sold
567,605,000 common shares in the form of
American Depository Shares of TSMC. This
resulted in a cash inflow of EUR 770 million
and a gain of EUR 551 million, which has been
reported as Results relating to
equity-accounted investees. Philips
shareholding after these transactions was
reduced from 19.0% to 16.4%. In 2005, Philips
accounted for this investment using the equity
method of accounting. After giving up significant influence in 2006, the Company designated
the investment as available for sale.
Great Nordic
In September 2005, the Company sold its
remaining share of 3.1% in Great Nordic. This
resulted in a cash inflow of EUR 67 million
and a gain of EUR 13 million, which has been
reported under Financial income.
Atos Origin
In July 2005, Philips sold its remaining
share of 15.4% in Atos Origin. This resulted
in a cash inflow of EUR 554 million and a
gain of EUR 222 million, which has been
reported under Financial income.
NAVTEQ
In April and May 2005, the Company sold its
remaining share of 37.1% in NAVTEQ. This
resulted in a cash inflow of EUR 932 million
and a gain of EUR 768 million, which has been
reported as Results relating to
equity-accounted investees.
2004
During 2004, the Company completed several
divestments, acquisitions and ventures. All
business combinations have been accounted for
using the purchase method of accounting.
However, both individually and in the aggregate
these business combinations were deemed
immaterial in respect of the IFRS 3 disclosure
requirements.
Sales and Income from operations related to
activities divested in 2004 for the period
included in the consolidation amounted to EUR
190 million and a profit of EUR 60 million,
respectively.
The most significant acquisitions and
divestments are summarized in the next two
tables and described in the section below.
Acquisitions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net |
|
|
other |
|
|
|
|
|
|
cash |
|
|
assets |
|
|
intangible |
|
|
|
|
|
|
outflow |
|
|
acquired 1) |
|
|
assets |
|
|
goodwill |
|
Philips-Neusoft Medical Systems |
|
|
49 |
|
|
|
1 |
|
|
|
5 |
|
|
|
43 |
|
Gemini Industries |
|
|
48 |
|
|
|
32 |
|
|
|
8 |
|
|
|
8 |
|
Industriegrundstuecks-
Verwaltungs GmbH |
|
|
12 |
|
|
|
12 |
|
|
|
|
|
|
|
|
|
1) Excluding cash acquired
196 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
|
|
|
|
|
|
|
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow |
|
|
divested 1) |
|
|
gain (loss) |
|
Philips HeartCare Telemedicine Services |
|
|
(8 |
) |
|
|
(6 |
) |
|
|
(2 |
) |
Atos Origin |
|
|
552 |
|
|
|
356 |
|
|
|
196 |
|
NAVTEQ |
|
|
672 |
|
|
|
18 |
|
|
|
654 |
|
Philips Consumer
Electronics Industries
Poland |
|
|
(24 |
) |
|
|
(24 |
) |
|
|
|
|
1) Excluding cash divested
Philips and Neusoft Medical Systems
In July 2004, the Company and China Neusoft
Group formed a venture in which Philips has an
equity participation of 51%. The transaction
was completed through a series of asset
transfers and capital injection transactions.
Philips paid EUR 49 million in cash for the
interest acquired. Neusoft contributed its
manufacturing and research and development
operations to the venture and holds the other
49%. Intangible assets including goodwill have
been recognized at amounts totaling EUR 48
million, of which EUR 43 million related to
goodwill.
Gemini Industries
In August 2004, the Company acquired all of
the shares of Gemini Industries, a North
American supplier of consumer electronics and
PC accessories at a cost of EUR 48 million,
including the assumption of bank debt that was
liquidated simultaneously with the
acquisition. The cost of the acquisition has
been allocated based upon the fair value of
assets acquired and liabilities assumed. An
amount of EUR 8 million has been assigned to a
customer-related intangible asset.
Additionally, EUR 8 million, representing the
excess of cost over the fair value of the net
assets acquired, has been recorded as
goodwill. The customer-related intangible
asset is being amortized over its estimated
useful life of 15 years.
Philips HeartCare Telemedicine Services
In January 2004, the Company sold its 80%
interest in the Philips HeartCare Telemedicine
Services (PHTS) venture to the other owner, SHL
Telemedicine International, an Israeli company
in which the Company holds an 18.6% interest.
The investment in SHL Telemedicine is accounted
for using the cost method. The transaction
resulted in a cash outflow of EUR 8 million
and a loss of EUR 2 million in 2004.
Accordingly, the PHTS entity was deconsolidated
in January 2004.
NAVTEQ
The IPO of NAVTEQ in August 2004 resulted in a
EUR 654 million gain on the sale of shares and
a cash inflow of EUR 672 million. Following
the IPO, Philips interest in NAVTEQ decreased
from 83.5% to 34.8%. (37.7% upon settlement of
the purchase by the Company of an additional
2.6 million shares). Accordingly, consolidation
of NAVTEQ ceased as from August 2004, while the
Companys remaining interest was accounted for
using the equity method. In 2005 the Companys
remaining interest was sold.
Philips Consumer Electronics Industries Poland
In December 2004, Philips sold its Polish
television assembly plant in Kwidzyn, Poland to
Jabil Circuit, a global electronics
manufacturer. The transaction resulted in a
cash outflow of EUR 24 million. Jabil will
continue production assembly for Philips from
the facility.
Atos Origin
In December 2004, Philips sold a 16.5% stake in
Atos Origin. The cash proceeds from this sale
were EUR 552 million, while the gain amounted
to EUR 196 million. At December 31, 2004,
Philips held a stake of 15.4%. As a result of
this transaction, the Company ceased using the
equity method of accounting for Atos Origin as
from December 2004, because no significant
influence in Atos Origin could be exercised.
Industriegrundstuecks-Verwaltungs (GmbH)
In December 2004, the Company acquired the
shares of IGV, a real estate company which held
a substantial part of the buildings that were
rented by the Company in Austria. The
transaction involved a cash outflow of EUR 12
million.
40
Income from operations
Sales composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Goods |
|
|
22,239 |
|
|
|
23,044 |
|
|
|
24,157 |
|
Services |
|
|
1,995 |
|
|
|
2,225 |
|
|
|
2,317 |
|
Licenses |
|
|
621 |
|
|
|
506 |
|
|
|
502 |
|
|
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
Salaries and wages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Salaries and wages |
|
|
4,595 |
|
|
|
4,612 |
|
|
|
4,805 |
|
Pension costs |
|
|
388 |
|
|
|
438 |
|
|
|
462 |
|
Other social security and similar charges: |
|
|
|
|
|
|
|
|
|
|
|
|
- Required by law |
|
|
612 |
|
|
|
609 |
|
|
|
652 |
|
- Voluntary |
|
|
167 |
|
|
|
(133 |
) |
|
|
103 |
|
|
|
|
5,762 |
|
|
|
5,526 |
|
|
|
6,022 |
|
See note 52 to the financial
statements for further information on
pension costs.
For remuneration details of the members of the
Board of Management and the Supervisory Board
see note 34.
For information on share-based compensation, see note 33.
The Company applies IFRS 2 for recognition
and measurement of share-based payments,
which are similar to US GAAP requirements.
See note 33 for the disclosures.
Employees
The average number of employees by category
is summarized as follows (in FTEs):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Production |
|
|
65,171 |
|
|
|
61,893 |
|
|
|
65,957 |
|
Research & development |
|
|
14,282 |
|
|
|
13,770 |
|
|
|
13,397 |
|
Other |
|
|
29,520 |
|
|
|
28,555 |
|
|
|
27,888 |
|
Permanent employees |
|
|
108,973 |
|
|
|
104,218 |
|
|
|
107,242 |
|
Temporary employees |
|
|
21,056 |
|
|
|
19,124 |
|
|
|
16,434 |
|
Continuing operations |
|
|
130,029 |
|
|
|
123,342 |
|
|
|
123,676 |
|
Discontinued operations |
|
|
35,287 |
|
|
|
37,585 |
|
|
|
37,354 |
1) |
1) Average number of first nine months of 2006
Philips Annual Report 2006 197
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
|
|
|
|
|
|
Notes
to the IFRS financial statements |
|
|
|
|
|
|
|
Depreciation and amortization
Depreciation of property, plant and equipment and amortization of intangibles
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Depreciation of property, plant
and equipment |
|
|
650 |
|
|
|
571 |
|
|
|
564 |
|
Amortization of internal-use software |
|
|
93 |
|
|
|
79 |
|
|
|
71 |
|
Amortization of goodwill and other
intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
- Amortization of other intangible
assets |
|
|
116 |
|
|
|
99 |
|
|
|
166 |
|
- Amortization of development costs |
|
|
168 |
|
|
|
197 |
|
|
|
213 |
|
- Impairment of goodwill |
|
|
588 |
|
|
|
|
|
|
|
|
|
|
|
|
1,615 |
|
|
|
946 |
|
|
|
1,014 |
|
Depreciation of property, plant and
equipment includes an additional write-off in
connection with the retirement of property,
plant and equipment amounting to EUR 20 million
in 2006 (2005: EUR 13 million, 2004: EUR 24
million).
Included in depreciation of property, plant and
equipment is an amount of EUR 17 million (2005:
EUR 42 million, 2004: EUR 115 million) relating
to impairment charges.
Depreciation of property, plant and equipment
and amortization of software and other
intangible assets are primarily included in
cost of sales. Amortization of development
cost is included in research and development
expenses.
In 2006, no goodwill impairments were
recorded (2005: nil, 2004: EUR 588 million,
of which EUR 587 million related to
MedQuist).
Total depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Medical Systems |
|
|
813 |
|
|
|
236 |
|
|
|
256 |
|
DAP |
|
|
123 |
|
|
|
128 |
|
|
|
163 |
|
Consumer Electronics |
|
|
209 |
|
|
|
178 |
|
|
|
179 |
|
Lighting |
|
|
213 |
|
|
|
184 |
|
|
|
255 |
|
Other Activities |
|
|
250 |
|
|
|
214 |
|
|
|
158 |
|
Unallocated |
|
|
7 |
|
|
|
6 |
|
|
|
3 |
|
|
|
|
1,615 |
|
|
|
946 |
|
|
|
1,014 |
|
Other business income (expense)
Other business income (expense) consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Result on disposal of businesses |
|
|
654 |
|
|
|
198 |
|
|
|
64 |
|
Result on disposal of fixed assets |
|
|
43 |
|
|
|
124 |
|
|
|
90 |
|
Remaining business
|
|
|
|
|
|
|
|
|
|
|
|
|
- income |
|
|
170 |
|
|
|
218 |
|
|
|
91 |
|
- expense |
|
|
(222 |
) |
|
|
(125 |
) |
|
|
(68 |
) |
|
|
|
645 |
|
|
|
415 |
|
|
|
177 |
|
Results on the disposal of businesses consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Philips Sound Solutions |
|
|
|
|
|
|
|
|
|
|
12 |
|
CryptoTec |
|
|
|
|
|
|
|
|
|
|
26 |
|
Connected Displays (Monitors) |
|
|
|
|
|
|
158 |
|
|
|
23 |
|
Philips Pension Competence Center |
|
|
|
|
|
|
43 |
|
|
|
|
|
Initial public offering NAVTEQ |
|
|
654 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
(3 |
) |
|
|
3 |
|
|
|
|
654 |
|
|
|
198 |
|
|
|
64 |
|
2006
The result on disposal of businesses in 2006 is
related mainly to the sale of the CryptoTec
activities which delivered a gain of EUR 26
million, the sale of Philips Sound Solutions
PSS to D&M Holding at a gain of EUR 12 million
and the sale of Connected Displays at a gain of
EUR 23 million. The result on disposal of fixed assets is mainly related to the sale of
certain real estate assets in Austria with a
gain of EUR 31 million. The remaining business
income consists of the settlement of certain
legal claims and some releases of provisions.
2005
The result on disposal of businesses in 2005
related mainly to the sale of certain
activities within the Companys monitors and flat TV business to TPV at a gain of EUR 158
million and the sale of asset management and
pension administration activities to Merrill
Lynch and Hewitt respectively, for an amount of
EUR 43 million. In 2005, the result on disposal
of fixed assets related mainly to the sale of
buildings in Suresnes, France (EUR 67 million)
and in the Netherlands (EUR 36 million). In
2005, remaining business income and expenses
consists of the settlement of some legal claims
and some releases of provisions.
2004
The result on disposal of businesses in 2004
primarily consists of a non-taxable gain of EUR
654 million on the initial public offering of
NAVTEQ which included cumulative translation
profit of EUR 8 million. In 2004, remaining
business income (expense) consists of a variety
of items, the most significant being
insurance recoveries of EUR 58 million,
releases of provisions related to the
disentanglement of some former businesses, and
the payment of EUR 133 million for the
settlement of litigation in the US with
Volumetrics, net of insurance.
198 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in
the last ten years |
|
|
41
Financial income and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Interest income |
|
|
48 |
|
|
|
92 |
|
|
|
156 |
|
Interest expense |
|
|
(306 |
) |
|
|
(289 |
) |
|
|
(339 |
) |
Net interest expense |
|
|
(258 |
) |
|
|
(197 |
) |
|
|
(183 |
) |
Reversal of prior-year impairments
on available-for-sale securities |
|
|
19 |
|
|
|
|
|
|
|
|
|
Income from non-current
financial assets |
|
|
240 |
|
|
|
242 |
|
|
|
334 |
|
Foreign exchange results |
|
|
(1 |
) |
|
|
1 |
|
|
|
2 |
|
Miscellaneous financing
costs/income, net |
|
|
34 |
|
|
|
67 |
|
|
|
(118 |
) |
Total other financial income
and expense |
|
|
292 |
|
|
|
310 |
|
|
|
218 |
|
|
|
|
34 |
|
|
|
113 |
|
|
|
35 |
|
Interest income increased by EUR 64
million during 2006, this was mainly as a
result of higher average cash balances and
higher average interest rates applied to these
cash balances during 2006 compared to 2005.
Interest expense increased by EUR 50 million
during 2006, mainly as a result of higher
interest costs related to hedging of the
Groups foreign currency denominated cash
balances and inter-company funding positions.
In 2006, income from non-current financial
assets totaled EUR 334 million and included a
cash dividend of EUR 223 million from TSMC and
a gain of EUR 97 million upon designation of
the TSMC shares received through a stock
dividend as trading securities. In 2005, EUR
235 million of tax-exempt gains from the sale
of the remaining shares in Atos Origin and
Great Nordic were recognized. In 2004, EUR 238
million of tax-exempt gains on the sale of the
remaining shares in ASML and Vivendi Universal
were recorded.
In 2006, miscellaneous financial charges
mainly included an impairment charge of EUR 77
million in relation to the available-for-sale
holding in TPO Display Corp, a further EUR 61
million loss as a result of the fair value
change in the share option within a convertible
bond issued to the Company by TPV Technology
Ltd and a EUR 29 million gain as a result of
increases in the fair value of the trading
securities held in TSMC. In 2005 miscellaneous
financial charges included a EUR 53 million
fair value gain on the share option within the
TPV convertible bond.
42
Income taxes
The tax expense on income before tax
amounted to EUR 159 million in 2006 (2005: EUR
481 million, 2004: EUR 183 million). TSMC
shares held by Philips in Taiwan were
transferred to Philips in the Netherlands in
2005. This resulted in a withholding tax
expense of EUR 240 million in 2005.
The components of income before taxes are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Netherlands |
|
|
565 |
|
|
|
427 |
|
|
|
32 |
|
Foreign |
|
|
574 |
|
|
|
1,105 |
|
|
|
942 |
|
Income before taxes |
|
|
1,139 |
|
|
|
1,532 |
|
|
|
974 |
|
|
Netherlands: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(46 |
) |
|
|
3 |
|
|
|
81 |
|
Deferred taxes |
|
|
(154 |
) |
|
|
(123 |
) |
|
|
|
|
|
|
|
(200 |
) |
|
|
(120 |
) |
|
|
81 |
|
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(253 |
) |
|
|
(488 |
) |
|
|
(273 |
) |
Deferred taxes |
|
|
270 |
|
|
|
127 |
|
|
|
33 |
|
|
|
|
17 |
|
|
|
(361 |
) |
|
|
(240 |
) |
|
|
|
(183 |
) |
|
|
(481 |
) |
|
|
(159 |
) |
Philips operations are subject to
income taxes in various foreign
jurisdictions. The statutory income tax
rates vary from 12.5% to 41.0%, which
causes a difference between the weighted
average statutory income tax rate and the
Netherlands statutory income tax rate of
29.6%. (2005: 31.5%, 2004: 34.5%).
A reconciliation of the weighted average
statutory income tax rate to the effective
income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Weighted average statutory
income tax rate |
|
|
34.6 |
|
|
|
32.7 |
|
|
|
31.6 |
|
|
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Changes related to: |
|
|
|
|
|
|
|
|
|
|
|
|
- utilization of previously reserved
loss carryforwards |
|
|
(1.6 |
) |
|
|
(3.2 |
) |
|
|
(2.1 |
) |
- new loss carryforwards not expected
to be realized |
|
|
3.4 |
|
|
|
3.2 |
|
|
|
2.7 |
|
- addition/(releases) |
|
|
(5.6 |
) |
|
|
(9.6 |
) |
|
|
4.3 |
|
Non-tax-deductible impairment charges |
|
|
17.8 |
|
|
|
|
|
|
|
|
|
Non-taxable income |
|
|
(40.1 |
) |
|
|
(10.3 |
) |
|
|
(20.3 |
) |
Non-tax-deductible expenses |
|
|
3.0 |
|
|
|
5.0 |
|
|
|
11.2 |
|
Withholding and other taxes |
|
|
1.2 |
|
|
|
16.8 |
|
|
|
1.5 |
|
Tax incentives and other |
|
|
3.4 |
|
|
|
(3.2 |
) |
|
|
(12.6 |
) |
|
Effective tax rate |
|
|
16.1 |
|
|
|
31.4 |
|
|
|
16.3 |
|
The weighted average statutory tax rate
was declined due to changes in tax rates in
certain countries, primarily due to a decrease
in the tax rate in the Netherlands, reflected
in Tax incentives and other.
Philips Annual Report 2006 199
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial
statements |
|
|
Notes
to the IFRS financial statements
|
|
|
Deferred tax assets and liabilities
Deferred tax assets and liabilities relate to
the following balance sheet captions, of which
the movements in temporary differences during
the year are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
balance |
|
|
|
|
|
|
|
|
|
|
acquisitions/ |
|
|
|
|
|
|
balance |
|
|
|
December |
|
|
recognized |
|
|
recognized |
|
|
deconsoli- |
|
|
|
|
|
|
December |
|
|
|
31, 2005 |
|
|
in income |
|
|
in equity |
|
|
dations |
|
|
other |
|
|
31, 2006 |
|
Intangible assets |
|
|
(361 |
) |
|
|
441 |
|
|
|
(87 |
) |
|
|
(502 |
) |
|
|
|
|
|
|
(509 |
) |
Property, plant and equipment |
|
|
37 |
|
|
|
(4 |
) |
|
|
(2 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
26 |
|
Inventories |
|
|
153 |
|
|
|
(10 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
140 |
|
Prepaid pension costs |
|
|
47 |
|
|
|
(141 |
) |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
(90 |
) |
Other receivables |
|
|
39 |
|
|
|
10 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
48 |
|
Other assets |
|
|
259 |
|
|
|
107 |
|
|
|
(20 |
) |
|
|
|
|
|
|
|
|
|
|
346 |
|
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
294 |
|
|
|
(5 |
) |
|
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
259 |
|
- Restructuring |
|
|
30 |
|
|
|
(4 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
24 |
|
- Guarantees |
|
|
10 |
|
|
|
6 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
15 |
|
- Termination benefits |
|
|
30 |
|
|
|
(6 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
23 |
|
- Other postretirement benefits |
|
|
105 |
|
|
|
(6 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
94 |
|
- Other |
|
|
427 |
|
|
|
(115 |
) |
|
|
(20 |
) |
|
|
5 |
|
|
|
|
|
|
|
297 |
|
Other liabilities |
|
|
130 |
|
|
|
(50 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
70 |
|
Tax loss carryforward (including tax credit carryforwards) |
|
|
905 |
|
|
|
(190 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
(242 |
) |
|
|
449 |
|
Net deferred tax assets |
|
|
2,105 |
|
|
|
33 |
|
|
|
(202 |
) |
|
|
(502 |
) |
|
|
(242 |
) |
|
|
1,192 |
|
In assessing the realizability of
deferred tax assets, management considers
whether it is probable that some portion or all
of the deferred tax assets will not be
realized. The ultimate realization of deferred
tax assets is dependent upon the generation of
future taxable income during the periods in
which those temporary differences become
deductible. Management considers the scheduled
reversal of deferred tax liabilities, projected
future taxable income and tax planning
strategies in making this assessment. In order
to fully realize the deferred tax asset, the
Company will need to generate future taxable
income in the countries where the net operating
losses were incurred. Based upon the level of
historical taxable income and projections for
future taxable income over the periods in which
the deferred tax assets are deductible,
management believes as at December 31, 2006, it
is probable that the Company will realize all
or some portion of the recognized benefits of
these deductible differences.
At December 31, 2006, operating loss carryforwards expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012/ |
|
|
|
|
|
|
un- |
|
Total |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2016 |
|
|
later |
|
|
limited |
|
3,651 |
|
|
114 |
|
|
|
8 |
|
|
|
22 |
|
|
|
22 |
|
|
|
24 |
|
|
|
26 |
|
|
|
251 |
|
|
|
3,184 |
|
The Company also has tax credit
carryforwards of EUR 70 million, which are
available to offset future tax, if any, and
which expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
un- |
|
Total |
|
2007 |
|
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2016 |
|
|
later |
|
|
limited |
|
70 |
|
|
2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
10 |
|
|
|
16 |
|
|
|
38 |
|
Classification of the income tax payable and receivable is as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Income tax receivable grouped under
current receivables |
|
|
71 |
|
|
|
105 |
|
Income tax receivable grouped under
non-current receivables |
|
|
10 |
|
|
|
25 |
|
Income tax payable grouped under
accrued liabilities |
|
|
(524 |
) |
|
|
(519 |
) |
Income tax payable grouped under
non-current liabilities |
|
|
(59 |
) |
|
|
(36 |
) |
The amount of the unrecognized deferred
income tax liability for temporary differences
of EUR 47 million (2005: EUR 118 million)
relates to unremitted earnings in foreign Group
companies, which are considered to be
permanently re-invested. Under current Dutch
tax law, no additional taxes are payable.
However, in certain jurisdictions, withholding
taxes would be payable.
The tax expense on the gain from the divestment
of the Semiconductors division, as well as the
use of tax credits, are under discussion with
the tax authorities.
200 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US
GAAP information
|
|
|
|
in the last ten years |
|
|
43
Investments in equity-accounted investees
Results relating to investments in equity-accounted investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Companys participation in income and loss |
|
|
962 |
|
|
|
514 |
|
|
|
(188 |
) |
Results on sales of shares |
|
|
230 |
|
|
|
1,754 |
|
|
|
106 |
|
Gains and losses arising from dilution effects |
|
|
314 |
|
|
|
190 |
|
|
|
13 |
|
Investment impairment / other charges |
|
|
(8 |
) |
|
|
(179 |
) |
|
|
(70 |
) |
|
|
|
1,498 |
|
|
|
2,279 |
|
|
|
(139 |
) |
Detailed information of the aforementioned
individual line items is set out below.
Companys participation in income and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
LG.Philips LCD |
|
|
563 |
|
|
|
148 |
|
|
|
(192 |
) |
LG.Philips Displays |
|
|
(55 |
) |
|
|
(42 |
) |
|
|
|
|
Others |
|
|
454 |
|
|
|
408 |
|
|
|
4 |
|
|
|
|
962 |
|
|
|
514 |
|
|
|
(188 |
) |
2006
The Company had a share in losses which were mainly
related to LG.Philips LCD.
2005
The Company has a share in income, mainly TSMC and
LG.Philips LCD, and losses, mainly LG.Philips Displays.
The operational loss of LG.Philips Displays included
restructuring costs of EUR 30 million.
2004
LG.Philips Displays loss included impairment charges of
EUR 70 million, which were recorded in conjunction with
the write-down of its assets in Dreux (France), Ann Arbor
(USA) and Barcelona (Spain).
InterTrust Technologies contributed a net gain of EUR
100 million related to its license agreement with
Microsoft, Various other investments in
equity-accounted investees (primarily TSMC and Atos
Origin) contributed a net profit of EUR 304 million. As
of August 2004, NAVTEQ was recorded under investments
in equity-accounted investees.
Results on sales of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
FEI Company |
|
|
|
|
|
|
|
|
|
|
103 |
|
NAVTEQ |
|
|
|
|
|
|
768 |
|
|
|
|
|
TSMC |
|
|
|
|
|
|
551 |
|
|
|
|
|
LG.Philips LCD |
|
|
|
|
|
|
435 |
|
|
|
|
|
Atos Origin |
|
|
196 |
|
|
|
|
|
|
|
|
|
Others |
|
|
34 |
|
|
|
|
|
|
|
3 |
|
|
|
|
230 |
|
|
|
1,754 |
|
|
|
106 |
|
2006
In 2006, Philips sold its remaining interest of 24.8% in
FEI Company (see note 39).
2005
In 2005 Philips sold its remaining 33.1 million shares
in NAVTEQ, resulting in a non-taxable gain of EUR 768
million. As a result of this transaction, Philips
shareholding in NAVTEQ was reduced to zero.
Results on the sale of shares includes a gain of EUR 551
million resulting from the sale of 567,605,000 common
shares in the form of American Depository Shares in TSMC.
Following the aforementioned sale of TSMC shares,
Philips shareholding in TSMC was reduced to 16.4%.
During 2005, the Company was represented on the board of
directors and continued to exercise influence by
participating in the policy-making processes of TSMC.
Accordingly, the Company continued to apply equity
accounting for TSMC. After giving up significant
influence in 2006, the Company designated the investment
as available for sale.
In 2005, Philips sold 27,375,000 shares of LG.Philips
LCD common stock, resulting in a gain of EUR 435
million. As a result of the sale, Philips shareholding
in LG.Philips LCD was reduced from 40.5% to 32.9.%.
2004
In December 2004, Philips sold a total of 11 million
shares in Atos Origin for an amount of EUR 552 million,
resulting in a non-taxable gain of EUR 196 million. As a
result, Philips holding in Atos Origin decreased to
15.4%. The remaining investment was no longer valued
according to the equity method, and has been
reclassified to other non-current financial assets.
Gains and losses arising from dilution effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
TPV |
|
|
|
|
|
|
|
|
|
|
13 |
|
LG.Philips LCD |
|
|
168 |
|
|
|
214 |
|
|
|
|
|
Atos Origin |
|
|
156 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
(10 |
) |
|
|
(24 |
) |
|
|
|
|
|
|
|
314 |
|
|
|
190 |
|
|
|
13 |
|
2005
The secondary offering of LG.Philips LCD of 65,000,000
American Depository Shares in July 2005, has resulted
in a dilution gain of EUR 214 million reducing our
share from 44.6% to 40.5%.
Furthermore, a loss of EUR 24 million related to the
issuance of shares to employees of TSMC was included.
According to TSMCs Articles of Incorporation, annual
bonuses to employees have been granted, partially in
shares. Philips shareholding in TSMC was diluted as a
result of the shares issued to employees.
2004
The results relating to equity-accounted investees for
2004 were affected by several dilution gains and losses.
The IPO of LG.Philips LCD resulted in a dilution of
Philips shareholding from 50% to 44.6%.
The Companys participation in Atos Origin was impacted
by a dilution gain resulting from the acquisition of
Schlumberger Sema by Atos Origin, which diluted the
Companys shareholding from 44.7% to 31.9%.
The Companys interest in TSMC was diluted as a
result of shares issued to employees in 2004 and by
0.2%, the TSMC Board of Management decided to withdraw
some share capital, increasing Philips shareholding by
0.1%.
Philips
Annual Report 2006 201
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes to the IFRS financial statements |
|
|
Investment impairment/other charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
LG.Philips Displays |
|
|
|
|
|
|
(168 |
) |
|
|
(61 |
) |
Others |
|
|
(8 |
) |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
|
(8 |
) |
|
|
(179 |
) |
|
|
(70 |
) |
2006
The voluntary support of social plans for employees
impacted by the bankruptcy of certain LG.Philips
Displays activities amounted to EUR 61 million.
2005
Investment impairment charges in 2005 related to
LG.Philips Displays and a few smaller investments. In
December 2005, as a result of various factors including
lower demand and increased pricing pressures for CRT, the
Company concluded that its investment in LG.Philips
Displays was impaired. Accordingly, the Company wrote off
the remaining book value of the investment and recorded an
impairment charge of EUR 131 million. Additionally, the
Company recognized the accumulated foreign translation
gain related to this investment of EUR 5 million.
The Company also fully provided for the existing
guarantee of EUR 42 million provided to LPDs banks.
Philips will not inject further capital into LPD.
2004
Investment impairment charges in 2004 related to a few
smaller investments.
Investments in, and loans to, equity-accounted investees
The changes during 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
invest- |
|
|
|
|
|
|
loans |
|
|
ments |
|
|
total |
|
Investments in equity method investees as of January 1, 2006 |
|
|
7 |
|
|
|
5,157 |
|
|
|
5,164 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer from equity-accounted investees |
|
|
|
|
|
|
(1,931 |
) |
|
|
(1,931 |
) |
Acquisitions/additions |
|
|
|
|
|
|
12 |
|
|
|
12 |
|
Sales/repayments |
|
|
|
|
|
|
(64 |
) |
|
|
(64 |
) |
Share in income/value adjustments |
|
|
|
|
|
|
(188 |
) |
|
|
(188 |
) |
Dividends received |
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
Translation and exchange rate differences |
|
|
(2 |
) |
|
|
(111 |
) |
|
|
(113 |
) |
Investments in equity-accounted investees as of December 31, 2006 |
|
|
5 |
|
|
|
2,868 |
|
|
|
2,873 |
|
Included in investments is EUR 622 million (2005:
EUR 641 million), representing the excess of the Companys
investment over its underlying equity in the net assets of
the equity-accounted investees. The principal amount is,
EUR 612 million (2005: EUR 631 million) for LG.Philips
LCD.
In January 2006, Philips influence on TSMC including
representation on the TSMC Board, was reduced.
Consequently, the 16.4% investment in TSMC was transferred
from investments to available-for-sale securities.
Effective January 1, 2006 as Philips was no longer able to
exercise significant influence.
Sales/repayments mainly relate to the sale of FEI Company (see note 39).
The total carrying value of investments in, and loans to,
equity-accounted investees is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
share- |
|
|
|
|
|
|
share- |
|
|
|
|
|
|
holding % |
|
|
amount |
|
|
holding % |
|
|
amount |
|
LG.Philips Displays |
|
|
50 |
|
|
|
|
|
|
|
50 |
|
|
|
|
|
LG.Philips LCD |
|
|
33 |
|
|
|
2,780 |
|
|
|
33 |
|
|
|
2,509 |
|
TSMC |
|
|
16 |
|
|
|
1,930 |
|
|
|
|
|
|
|
|
|
Investments in other
equity-accounted
investees |
|
|
|
|
|
|
454 |
|
|
|
|
|
|
|
364 |
|
|
|
|
|
|
|
|
5,164 |
|
|
|
|
|
|
|
2,873 |
|
The fair value of Philips shareholdings in the
publicly listed company LG.Philips LCD, based on quoted
market prices at December 31, 2006, was EUR 2,673 million
respectively.
The investments in equity-accounted investees are
mainly included in the sector Other Activities.
Summarized information of investments in equity-accounted investees
Summarized financial information for the Companys
investments in equity-accounted investees, on a combined
basis, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December |
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net sales |
|
|
17,317 |
|
|
|
20,088 |
|
|
|
13,606 |
|
Income (loss) before taxes |
|
|
3,290 |
|
|
|
2,298 |
|
|
|
(612 |
) |
Income taxes |
|
|
(138 |
) |
|
|
121 |
|
|
|
189 |
|
Income (loss) after taxes |
|
|
3,152 |
|
|
|
2,419 |
|
|
|
(423 |
) |
Net income (loss) |
|
|
3,146 |
|
|
|
2,325 |
|
|
|
(460 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share in net income
of equity-accounted
investees recognized in
the consolidated
statements of income |
|
|
962 |
|
|
|
514 |
|
|
|
(188 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2005 1) |
|
|
2006 |
|
Current assets |
|
|
12,247 |
|
|
|
4,955 |
|
Non-current assets |
|
|
18,944 |
|
|
|
10,029 |
|
|
|
|
31,191 |
|
|
|
14,984 |
|
Current liabilities |
|
|
(6,607 |
) |
|
|
(4,184 |
) |
Non-current liabilities |
|
|
(4,944 |
) |
|
|
(3,827 |
) |
Net asset value |
|
|
19,640 |
|
|
|
6,973 |
|
|
|
|
|
|
|
|
|
|
Investments in and loans to equity-accounted
investees included in the consolidated balance sheet |
|
|
5,164 |
|
|
|
2,873 |
|
|
|
|
1) |
|
excluding LG.Philips Displays |
In December 2005, the investment in LG.Philips
Displays was written off and Philips decided to stop
funding. As a result, the book value of the investment
was reduced to zero and equity accounting was terminated.
Philips was unable to determine and disclose the value of
the LG.Philips Displays equity as of December 31, 2005.
202 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US
GAAP information
|
|
|
|
in the last ten years |
|
|
44
Earnings per share
The earnings per share (EPS) data have been calculated in accordance
with IAS 33, Earnings per share, as per the following schedule:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2,430 |
|
|
|
3,332 |
|
|
|
672 |
|
Income from discontinued operations |
|
|
353 |
|
|
|
42 |
|
|
|
3,992 |
|
Net income available to holders of common shares |
|
|
2,783 |
|
|
|
3,374 |
|
|
|
4,664 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares |
|
|
1,280,251,485 |
|
|
|
1,249,955,546 |
|
|
|
1,174,924,579 |
|
Plus incremental shares from assumed conversions of: |
|
|
|
|
|
|
|
|
|
|
|
|
Options and restricted share rights |
|
|
2,968,386 |
|
|
|
2,771,955 |
|
|
|
7,531,636 |
|
Convertible debentures |
|
|
496,257 |
|
|
|
602,863 |
|
|
|
1,174,299 |
|
Dilutive potential common shares |
|
|
3,464,643 |
|
|
|
3,374,818 |
|
|
|
8,705,935 |
|
Adjusted weighted average number of shares |
|
|
1,283,716,128 |
|
|
|
1,253,330,364 |
|
|
|
1,183,630,514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1.90 |
|
|
|
2.67 |
|
|
|
0.57 |
|
Income from discontinued operations |
|
|
0.27 |
|
|
|
0.03 |
|
|
|
3.40 |
|
Net income attributable to stockholders |
|
|
2.17 |
|
|
|
2.70 |
|
|
|
3.97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
1.89 |
|
|
|
2.67 |
|
|
|
0.57 |
|
Income from discontinued operations |
|
|
0.27 |
|
|
|
0.03 |
|
|
|
3.37 |
|
Net income attributable to stockholders |
|
|
2.16 |
|
|
|
2.70 |
|
|
|
3.94 |
|
45
Other current assets
Other current assets primarily include assets for derivative instruments of
EUR 298 million (2005: EUR 143 million) and held for trading securities of EUR 192
million (2005: EUR nil) and prepaid expenses.
46
Other non-current assets
Other non-current assets in 2006 are comprised of prepaid pension costs of
EUR 343 million (2005: EUR 95 million) and prepaid expenses of EUR 47 million
(2005: EUR 32 million).
Philips
Annual Report 2006 203
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes to the IFRS financial statements |
|
|
47
Property, plant and equipment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
prepayments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and |
|
|
no longer |
|
|
|
|
|
|
land and |
|
|
machinery and |
|
|
|
|
|
|
other |
|
|
construction in |
|
|
productively |
|
|
|
|
|
|
buildings |
|
|
installations |
|
|
lease assets |
|
|
equipment |
|
|
progress |
|
|
employed |
|
|
total |
|
Balance as of January 1, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,196 |
|
|
|
3,486 |
|
|
|
42 |
|
|
|
1,659 |
|
|
|
409 |
|
|
|
24 |
|
|
|
7,816 |
|
Accumulated depreciation |
|
|
(1,028 |
) |
|
|
(2,417 |
) |
|
|
(25 |
) |
|
|
(1,290 |
) |
|
|
|
|
|
|
(18 |
) |
|
|
(4,778 |
) |
Book value |
|
|
1,168 |
|
|
|
1,069 |
|
|
|
17 |
|
|
|
369 |
|
|
|
409 |
|
|
|
6 |
|
|
|
3,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
189 |
|
|
|
310 |
|
|
|
9 |
|
|
|
196 |
|
|
|
|
|
|
|
3 |
|
|
|
707 |
|
Retirements and sales |
|
|
(9 |
) |
|
|
(14 |
) |
|
|
(2 |
) |
|
|
(27 |
) |
|
|
(19 |
) |
|
|
(2 |
) |
|
|
(73 |
) |
Depreciation |
|
|
(84 |
) |
|
|
(242 |
) |
|
|
(9 |
) |
|
|
(192 |
) |
|
|
|
|
|
|
|
|
|
|
(527 |
) |
Write-downs and impairments |
|
|
(10 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(17 |
) |
Translation differences |
|
|
(35 |
) |
|
|
(37 |
) |
|
|
|
|
|
|
(16 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
(92 |
) |
Changes in consolidation |
|
|
53 |
|
|
|
4 |
|
|
|
9 |
|
|
|
8 |
|
|
|
7 |
|
|
|
|
|
|
|
81 |
|
Total changes |
|
|
104 |
|
|
|
18 |
|
|
|
7 |
|
|
|
(35 |
) |
|
|
(16 |
) |
|
|
1 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,182 |
|
|
|
3,313 |
|
|
|
74 |
|
|
|
1,627 |
|
|
|
393 |
|
|
|
20 |
|
|
|
7,609 |
|
Accumulated depreciation |
|
|
(910 |
) |
|
|
(2,226 |
) |
|
|
(50 |
) |
|
|
(1,293 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
(4,492 |
) |
Book value |
|
|
1,272 |
|
|
|
1,087 |
|
|
|
24 |
|
|
|
334 |
|
|
|
393 |
|
|
|
7 |
|
|
|
3,117 |
|
Land with a book value of EUR 141 million as at December 31, 2006 is not depreciated.
The expected useful lives as of December 31, 2006 were as follows:
|
|
|
|
|
Buildings |
|
from 14 to 50 years |
Machinery and installations |
|
from 4 to 15 years |
Lease assets |
|
from 3 to 10 years |
Other equipment |
|
from 3 to 10 years |
Capital expenditures include capitalized interest
related to construction in progress amounting to EUR 9
million in 2006 (2005: EUR 10 million).
204 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US
GAAP information
|
|
|
|
in the last ten years |
|
|
48
Intangible assets excluding goodwill
The changes during 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
intangible |
|
|
product |
|
|
|
|
|
|
|
|
|
assets |
|
|
development |
|
|
software |
|
|
total |
|
Balance as
of January 1, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
1,865 |
|
|
|
921 |
|
|
|
516 |
|
|
|
3,302 |
|
Accumulated amortization |
|
|
(554 |
) |
|
|
(418 |
) |
|
|
(378 |
) |
|
|
(1,350 |
) |
Book value |
|
|
1,311 |
|
|
|
503 |
|
|
|
138 |
|
|
|
1,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
995 |
|
|
|
305 |
|
|
|
109 |
|
|
|
1,409 |
|
Amortization/deductions |
|
|
(205 |
) |
|
|
(202 |
) |
|
|
(73 |
) |
|
|
(480 |
) |
Impairment losses |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
(11 |
) |
Translation differences |
|
|
(140 |
) |
|
|
(14 |
) |
|
|
(8 |
) |
|
|
(162 |
) |
Changes in consolidation |
|
|
(2 |
) |
|
|
(46 |
) |
|
|
|
|
|
|
(48 |
) |
Total changes |
|
|
648 |
|
|
|
32 |
|
|
|
28 |
|
|
|
708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as
of December 31, 2006: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,616 |
|
|
|
1,083 |
|
|
|
554 |
|
|
|
4,253 |
|
Accumulated amortization |
|
|
(657 |
) |
|
|
(548 |
) |
|
|
(388 |
) |
|
|
(1,593 |
) |
Book Value |
|
|
1,959 |
|
|
|
535 |
|
|
|
166 |
|
|
|
2,660 |
|
The estimated amortization expense for these other
intangible assets for each of the five succeeding years
are:
|
|
|
|
|
2007 |
|
|
253 |
|
2008 |
|
|
243 |
|
2009 |
|
|
227 |
|
2010 |
|
|
216 |
|
2011 |
|
|
194 |
|
The additions relate to the following categories:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
intangible |
|
|
product |
|
|
|
|
|
|
|
|
|
assets |
|
|
development |
|
|
software |
|
|
total |
|
Additions from internal development |
|
|
|
|
|
|
269 |
|
|
|
67 |
|
|
|
336 |
|
Additions acquired separately |
|
|
6 |
|
|
|
3 |
|
|
|
31 |
|
|
|
40 |
|
Additions acquired through business combinations |
|
|
989 |
|
|
|
33 |
|
|
|
11 |
|
|
|
1,033 |
|
|
|
|
995 |
|
|
|
305 |
|
|
|
109 |
|
|
|
1,409 |
|
Additions to other intangible assets include the
acquired trademarks and trade names Lifeline and Avent,
that are valued on a preliminary basis at EUR 114 million
and EUR 242 million respectively. The Company decided to
use these brands together with the Philips brand in a dual
branding marketing strategy. This fact, together with
market evidence, indicates that these brands have
indefinite useful lives. Therefore, these brands are not
amortized but tested for impairment annually and whenever
there is an indication that the brand may be impaired.
The unamortized costs of computer software to be sold,
leased or otherwise marketed amounted to EUR 57 million at
the end of 2006 (2005: EUR 50 million). The amounts
charged to the income statement for amortization or
impairment of these capitalized computer software costs
amounted to EUR 18 million in 2006 (2005: EUR 13 million,
2004: EUR 6 million).
49
Goodwill
The changes during 2006 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
1,358 |
|
|
|
2,174 |
|
Changes in book value: |
|
|
|
|
|
|
|
|
Acquisitions |
|
|
637 |
|
|
|
1,596 |
|
Sale of businesses |
|
|
(32 |
) |
|
|
|
|
Reclassification from equity-accounted investees |
|
|
13 |
|
|
|
|
|
Translation differences |
|
|
198 |
|
|
|
(270 |
) |
Balance as of December 31 |
|
|
2,174 |
|
|
|
3,500 |
|
The key assumptions used in the annual impairment
test are growth of sales and gross margin, together with
the rates used for discounting the forecast cash flows.
The discount rates are determined for each cash-generating
unit (one level below sector level) and range from 7.5% to
14.1%, with an average of 10.3% for the Philips group.
Sales and gross margin growth are based on managements
internal forecasts for four years that are extrapolated
for another five years with reduced growth rates, after
which a terminal value is calculated in which growth rates
are reduced to a level of 1% to 4%.
Acquisitions in 2006, include goodwill related to the
acquisitions of Lifeline for EUR 341 million, Witt
Biomedical for EUR 83 million, Avent for EUR 344
million and Intermagnetics for EUR 770 million, and
several smaller acquisitions.
Philips
Annual Report 2006 205
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes to the IFRS financial statements |
|
|
Acquisitions in 2005 include goodwill related to
acquisitions of Lumileds and Stentor for EUR 523 million
and EUR 114 million respectively.
Please refer to the Section Information by sector and
main countries in the chapter IFRS information of
this Annual Report for a specification of goodwill by
sector.
50
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Personnel-related costs: |
|
|
|
|
|
|
|
|
- Salaries and wages |
|
|
459 |
|
|
|
500 |
|
- Accrued holiday entitlements |
|
|
197 |
|
|
|
189 |
|
- Other personnel-related costs |
|
|
132 |
|
|
|
120 |
|
Fixed-assets-related costs: |
|
|
|
|
|
|
|
|
- Gas, water, electricity, rent and other |
|
|
71 |
|
|
|
71 |
|
Taxes: |
|
|
|
|
|
|
|
|
- Income tax payable |
|
|
524 |
|
|
|
519 |
|
- Other taxes payable |
|
|
|
|
|
|
2 |
|
Communication & IT costs |
|
|
52 |
|
|
|
47 |
|
Distribution costs |
|
|
79 |
|
|
|
64 |
|
Sales-related costs: |
|
|
|
|
|
|
|
|
- Commission payable |
|
|
55 |
|
|
|
65 |
|
- Advertising and marketing-related costs |
|
|
125 |
|
|
|
119 |
|
- Other sales-related costs |
|
|
222 |
|
|
|
180 |
|
Material-related costs |
|
|
128 |
|
|
|
167 |
|
Interest-related accruals |
|
|
124 |
|
|
|
118 |
|
Deferred income |
|
|
483 |
|
|
|
483 |
|
Derivative instruments liabilities (see note 36) |
|
|
193 |
|
|
|
101 |
|
Other accrued liabilities |
|
|
399 |
|
|
|
574 |
|
|
|
|
3,243 |
|
|
|
3,319 |
|
51
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
long- |
|
|
short- |
|
|
long- |
|
|
short- |
|
|
|
term |
|
|
term |
|
|
term |
|
|
term |
|
Provisions for defined-benefit plans (see note 52) |
|
|
703 |
|
|
|
77 |
|
|
|
677 |
|
|
|
91 |
|
Other postretirement benefits (see note 52) |
|
|
446 |
|
|
|
38 |
|
|
|
372 |
|
|
|
36 |
|
Postemployment benefits and obligatory severance payments |
|
|
102 |
|
|
|
49 |
|
|
|
92 |
|
|
|
50 |
|
Product warranty |
|
|
20 |
|
|
|
358 |
|
|
|
17 |
|
|
|
348 |
|
Loss contingencies (environmental remediation and
product liability) |
|
|
196 |
|
|
|
91 |
|
|
|
417 |
|
|
|
93 |
|
Other provisions |
|
|
197 |
|
|
|
167 |
|
|
|
225 |
|
|
|
137 |
|
|
|
|
1,664 |
|
|
|
780 |
|
|
|
1,800 |
|
|
|
755 |
|
Product warranty
The provision for product warranty reflects the estimated
costs of replacement and free-of-charge services that
will be incurred by the Company with respect to products
sold. The changes in the provision for product warranty
are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
378 |
|
|
|
353 |
|
|
|
378 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
424 |
|
|
|
491 |
|
|
|
438 |
|
Utilizations |
|
|
(425 |
) |
|
|
(472 |
) |
|
|
(443 |
) |
Releases |
|
|
(10 |
) |
|
|
(7 |
) |
|
|
|
|
Translation differences |
|
|
(8 |
) |
|
|
20 |
|
|
|
(13 |
) |
Changes in consolidation |
|
|
(6 |
) |
|
|
(7 |
) |
|
|
5 |
|
Balance as of December 31 |
|
|
353 |
|
|
|
378 |
|
|
|
365 |
|
Loss contingencies (environmental remediation and
product liability)
This provision includes accrued losses recorded with
respect to environmental remediation and product
liability (including asbestos) obligations which are
probable and reasonably estimatable. Please refer to
note 57.
The changes in this provision are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Balance as of January 1 |
|
|
268 |
|
|
|
275 |
|
|
|
287 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
80 |
|
|
|
27 |
|
|
|
304 |
|
Utilizations |
|
|
(53 |
) |
|
|
(43 |
) |
|
|
(39 |
) |
Releases |
|
|
(2 |
) |
|
|
(3 |
) |
|
|
(5 |
) |
Translation differences |
|
|
(18 |
) |
|
|
31 |
|
|
|
(37 |
) |
Balance as of December 31 |
|
|
275 |
|
|
|
287 |
|
|
|
510 |
|
Postemployment benefits and obligatory severance payments
The provision for postemployment benefits covers benefits
provided to former or inactive employees after employment
but before retirement, including salary continuation,
supplemental unemployment benefits and disability-related
benefits.
The provision for obligatory severance payments covers the
Companys commitment to pay employees a lump sum upon the
employees dismissal or resignation. In the event that a
former employee has passed away, the Company may have a
commitment to pay a lump sum to the deceased employees
relatives.
Other provisions
Other provisions include provisions for employee jubilee
funds totaling EUR 88 million (2005: EUR 87 million) and
expected losses on existing projects/orders totaling EUR
14 million (2005: EUR 24 million).
206 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US
GAAP information
|
|
|
|
in the last ten years |
|
|
52
Pensions and postretirement benefits other than pensions
Defined-benefit plans
Employee pension plans have been established in many
countries in accordance with the legal requirements,
customs and the local situation in the countries involved.
The majority of employees in Europe and North America are
covered by defined-benefit plans. The benefits provided by
these plans are based on employees years of service and
compensation levels. The measurement date for all
defined-benefit plans is December 31.
Contributions are made by the Company, as necessary, to
provide assets sufficient to meet the benefits payable to
defined-benefit pension plan participants. These
contributions are determined based upon various factors,
including funded status, legal and tax considerations as
well as local customs.
Movements in the net liability for defined-benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Projected benefit obligation at the beginning of year |
|
|
19,510 |
|
|
|
21,134 |
|
Service cost |
|
|
343 |
|
|
|
327 |
|
Interest cost |
|
|
949 |
|
|
|
942 |
|
Employee contributions |
|
|
14 |
|
|
|
10 |
|
Actuarial (gains) or losses |
|
|
1,064 |
|
|
|
(26 |
) |
Plan amendments |
|
|
(35 |
) |
|
|
3 |
|
Settlements |
|
|
(92 |
) |
|
|
(179 |
) |
Curtailments |
|
|
0 |
|
|
|
(261 |
) |
Changes in consolidation |
|
|
2 |
|
|
|
(173 |
) |
Benefits paid |
|
|
(1,114 |
) |
|
|
(1,147 |
) |
Exchange rate differences |
|
|
500 |
|
|
|
(223 |
) |
Miscellaneous |
|
|
(7 |
) |
|
|
3 |
|
Projected benefit obligation at end of year |
|
|
21,134 |
|
|
|
20,410 |
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
20,075 |
|
|
|
19,532 |
|
Present value of unfunded obligations at end of year |
|
|
1,059 |
|
|
|
878 |
|
Movement in plan assets:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
18,628 |
|
|
|
20,830 |
|
Expected return on plan assets |
|
|
1,102 |
|
|
|
1,214 |
|
Actuarial (gains) and losses on plan assets |
|
|
1,393 |
|
|
|
(164 |
) |
Employee contributions |
|
|
14 |
|
|
|
10 |
|
Employer contributions |
|
|
367 |
|
|
|
928 |
|
Settlements |
|
|
(87 |
) |
|
|
(182 |
) |
Changes in consolidation |
|
|
9 |
|
|
|
(23 |
) |
Benefits paid |
|
|
(1,030 |
) |
|
|
(1,076 |
) |
Exchange rate differences |
|
|
434 |
|
|
|
(185 |
) |
Miscellaneous |
|
|
|
|
|
|
|
|
Fair value of plan assets at end of year |
|
|
20,830 |
|
|
|
21,352 |
|
|
|
|
|
|
|
|
|
|
Funded Status |
|
|
(304 |
) |
|
|
942 |
|
Unrecognized net transition obligation |
|
|
|
|
|
|
|
|
Unrecognized prior service cost |
|
|
16 |
|
|
|
12 |
|
Unrecognized net loss |
|
|
402 |
|
|
|
558 |
|
Unrecognized net assets |
|
|
(1,631 |
) |
|
|
(2,235 |
) |
Net balance sheet position |
|
|
(1,517 |
) |
|
|
(723 |
) |
Classification of the net balance
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
- Prepaid pension costs under other non-current assets |
|
|
95 |
|
|
|
343 |
|
- Accrued pension costs under other non-current liabilities |
|
|
(687 |
) |
|
|
(298 |
) |
- Accrued pension costs related to discontinued operations |
|
|
(2 |
) |
|
|
|
|
- Provision for pensions under provisions |
|
|
(780 |
) |
|
|
(768 |
) |
- Provision for pensions related to discontinued operations |
|
|
(143 |
) |
|
|
|
|
|
|
|
(1,517 |
) |
|
|
(723 |
) |
Philips
Annual Report 2006 207
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes
to the IFRS financial statements |
|
|
Plan assets in the Netherlands
The Companys pension plan asset allocation in the Netherlands at December 31, 2005 and 2006 and
target allocation 2007 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
|
|
actual |
|
|
|
|
|
|
actual |
|
|
|
|
|
|
target |
|
Matching
portfolio: |
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
56 |
|
- Debt
securities |
|
|
|
|
|
|
60 |
|
|
|
|
|
|
|
57 |
|
|
|
|
|
|
|
56 |
|
Return
portfolio: |
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
43 |
|
|
|
|
|
|
|
44 |
|
- Equity
securities |
|
|
|
|
|
|
28 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
29 |
|
- Debt
securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Real estate |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
11 |
|
- Other |
|
|
|
|
|
|
3 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
Plan assets in other countries
The Companys pension plan asset allocation in other countries at December 31, 2005 and 2006 and
target allocation 2007 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
actual |
|
|
actual |
|
|
target |
|
Equity securities |
|
|
39 |
|
|
|
26 |
|
|
|
20 |
|
Debt securities |
|
|
52 |
|
|
|
68 |
|
|
|
72 |
|
Real estate |
|
|
6 |
|
|
|
2 |
|
|
|
2 |
|
Other |
|
|
3 |
|
|
|
4 |
|
|
|
6 |
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Plan assets include property occupied by the Philips Group with a fair value of EUR 42
million (2005: EUR 42 million).
Pension expense of defined-benefit plans recognized in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Service cost |
|
|
305 |
|
|
|
343 |
|
|
|
327 |
|
Interest cost on the projected
benefit obligation |
|
|
985 |
|
|
|
949 |
|
|
|
942 |
|
Expected return on plan assets |
|
|
(1,077 |
) |
|
|
(1,102 |
) |
|
|
(1,214 |
) |
Net actuarial (gain) loss recognized |
|
|
424 |
|
|
|
(607 |
) |
|
|
(82 |
) |
Prior-service cost |
|
|
(761 |
) |
|
|
(28 |
) |
|
|
6 |
|
Settlement loss |
|
|
14 |
|
|
|
3 |
|
|
|
5 |
|
Curtailment benefit |
|
|
|
|
|
|
(4 |
) |
|
|
(25 |
) |
Unrecognized net assets |
|
|
518 |
|
|
|
878 |
|
|
|
436 |
|
Other |
|
|
(10 |
) |
|
|
2 |
|
|
|
31 |
|
|
|
|
398 |
|
|
|
434 |
|
|
|
426 |
|
of which discontinued operations |
|
|
53 |
|
|
|
52 |
|
|
|
45 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Actual return on plan assets |
|
|
2,091 |
|
|
|
2,495 |
|
|
|
1,050 |
|
The unrecognized net assets are primarily related to the prepaid pension asset in the
Netherlands.
The pension expense of defined-benefit plans is recognized in the following line items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cost of sales |
|
|
83 |
|
|
|
99 |
|
|
|
67 |
|
Selling expenses |
|
|
57 |
|
|
|
47 |
|
|
|
55 |
|
General and administrative expenses |
|
|
223 |
|
|
|
253 |
|
|
|
268 |
|
Research and development expenses |
|
|
35 |
|
|
|
35 |
|
|
|
36 |
|
|
|
|
398 |
|
|
|
434 |
|
|
|
426 |
|
The Company also sponsors defined-contribution and similar types of plans for a significant
number of salaried employees. The total cost of these plans amounted to EUR 91 million in 2006
(2005: EUR 68 million, 2004: EUR 54 million) of which EUR 11 million (2005: EUR 12 million, 2004:
EUR 11 million) relates to Semiconductors and has been presented under discontinued operations. In
2006, the defined-contribution cost includes contributions to multi-employer plans of to EUR 4
million (2005: EUR 3 million, 2004: EUR 1 million).
Cash flows
The Company expects considerable cash outflows in relation to employee benefits which are estimated
to amount to EUR 433 million in 2007, consisting of EUR 288 million employer contributions to
defined-benefit pension plans, EUR 80 million employer contributions to defined-contribution
pension plans, and EUR 65 million expected cash outflows in relation to unfunded pension plans. The
employer contributions to defined-benefit pension plans are expected to amount to EUR 160 million
for the Netherlands and EUR 128 million for other countries.
Expected returns per asset class are based on the assumption that asset valuations tend to return
to their respective long-term equilibria. The Expected Return on Assets for any funded plan equals
the average of the expected returns per asset class weighted by their portfolio weights in
accordance with the funds strategic asset allocation.
208 Philips
Annual Reports 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The weighted average assumptions used to calculate the projected benefit obligations as of
December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
Netherlands |
|
other |
|
Netherlands |
|
other |
Discount rate |
|
|
4.2 |
% |
|
|
5.1 |
% |
|
|
4.3 |
% |
|
|
5.2 |
% |
Rate of
compensation
increase |
|
|
* |
|
|
|
3.4 |
% |
|
|
* |
|
|
|
3.5 |
% |
The weighted average assumptions used to calculate the net periodic pension cost for years
ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
Netherlands |
|
other |
|
Netherlands |
|
other |
Discount rate |
|
|
4.5 |
% |
|
|
5.4 |
% |
|
|
4.2 |
% |
|
|
5.1 |
% |
Expected
returns on plan
assets |
|
|
5.7 |
% |
|
|
6.5 |
% |
|
|
5.7 |
% |
|
|
6.1 |
% |
Rate of
compensation
increase |
|
|
* |
|
|
|
3.5 |
% |
|
|
* |
|
|
|
3.4 |
% |
|
|
|
* |
|
The rate of compensation increase for the Netherlands consists of a general compensation increase
and an individual salary increase based on merit, seniority and promotion. The average individual
salary increase for all active participants for the remaining working lifetime is 0.75% annually.
The assumed rate of general compensation increase for the Netherlands for calculating the projected
benefit obligations, amounts to 2% until 2008. From 2008 onwards a rate of compensation increase
of 1% is assumed. The difference reflects a change in indexation policy. |
Historical data
|
|
|
|
|
|
|
2006 |
|
Present value of defined-benefit obligations |
|
|
20,410 |
|
Fair value of plan assets |
|
|
21,352 |
|
Surplus |
|
|
942 |
|
Experience adjustments in % on |
|
|
|
|
- defined-benefit obligations gain (loss) |
|
|
(0.9 |
%) |
- fair value of plan assets gain (loss) |
|
|
(0.8 |
%) |
Defined-benefit plans: other postretirement benefits
In addition to providing pension benefits, the Company provides other postretirement benefits,
primarily retiree healthcare benefits, in certain countries. The Company funds other
postretirement benefit plans as claims are incurred.
Movements in the net liability for other defined-benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Projected benefit obligation at the beginning of year |
|
|
715 |
|
|
|
447 |
|
Service cost |
|
|
19 |
|
|
|
4 |
|
Interest cost |
|
|
40 |
|
|
|
26 |
|
Actuarial gains |
|
|
(25 |
) |
|
|
(12 |
) |
Curtailments |
|
|
(319 |
) |
|
|
|
|
Changes in consolidation |
|
|
|
|
|
|
(2 |
) |
Benefits paid |
|
|
(40 |
) |
|
|
(65 |
) |
Exchange rate differences |
|
|
57 |
|
|
|
(26 |
) |
Miscellaneous |
|
|
|
|
|
|
1 |
|
Projected benefit obligation at end of year |
|
|
447 |
|
|
|
373 |
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
|
|
|
|
|
|
Present value of unfunded obligations at end of year |
|
|
447 |
|
|
|
373 |
|
|
|
|
|
2005 |
|
|
|
2006 |
|
Funded status |
|
|
(447 |
) |
|
|
(373 |
) |
Unrecognized actuarial losses |
|
|
(38 |
) |
|
|
(35 |
) |
Net balances |
|
|
(485 |
) |
|
|
(408 |
) |
|
|
|
|
|
|
|
|
|
Classification of the net balance is as follows: |
|
|
|
|
|
|
|
|
- Provision for other postretirement benefits |
|
|
(484 |
) |
|
|
(408 |
) |
- Provision for other postretirement benefits
related to discontinued operations |
|
|
(1 |
) |
|
|
|
|
Other postretirement benefit expense recognized in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Service cost |
|
|
17 |
|
|
|
19 |
|
|
|
4 |
|
Interest cost on accumulated
postretirement benefits |
|
|
41 |
|
|
|
40 |
|
|
|
26 |
|
Net actuarial loss recognized |
|
|
|
|
|
|
4 |
|
|
|
(4 |
) |
Curtailment |
|
|
|
|
|
|
(308 |
) |
|
|
|
|
|
|
|
58 |
|
|
|
(245 |
) |
|
|
26 |
|
of which discontinued operations |
|
|
3 |
|
|
|
(23 |
) |
|
|
|
|
The expense for other postretirement benefits is recognized in the following line items in
the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cost of sales |
|
|
11 |
|
|
|
(50 |
) |
|
|
3 |
|
Selling expenses |
|
|
4 |
|
|
|
(11 |
) |
|
|
3 |
|
General and administrative expenses |
|
|
40 |
|
|
|
(156 |
) |
|
|
20 |
|
Research and development expenses |
|
|
3 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
58 |
|
|
|
(245 |
) |
|
|
26 |
|
Philips Annual Report 2006 209
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes
to the IFRS financial statements |
|
|
The weighted average assumptions used to calculate the postretirement benefit obligations
other than pensions as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
Netherlands |
|
|
other |
|
Netherlands |
|
|
other |
Discount rate |
|
|
|
|
|
|
6.9 |
% |
|
|
|
|
|
|
7.2 |
% |
Compensation
increase (where
applicable) |
|
|
|
|
|
|
5.6 |
% |
|
|
|
|
|
|
5.6 |
% |
The weighted average assumptions used to calculate the net cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
Netherlands |
|
other |
|
Netherlands |
|
|
other |
Discount rate |
|
|
4.5 |
% |
|
|
6.6 |
% |
|
|
|
|
|
|
6.9 |
% |
Compensation
increase (where
applicable) |
|
|
|
|
|
|
5.3 |
% |
|
|
|
|
|
|
5.6 |
% |
Assumed healthcare cost trend rates at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
Netherlands |
|
|
other |
|
Netherlands |
|
|
other |
Healthcare cost
trend rate
assumed for
next year |
|
|
|
|
|
|
9.0 |
% |
|
|
|
|
|
|
8.0 |
% |
Rate that the
cost trend rate
will gradually
reach |
|
|
|
|
|
|
5.0 |
% |
|
|
|
|
|
|
5.0 |
% |
Year of reaching
the rate at
which it is
assumed to
remain |
|
|
|
|
|
|
2013 |
|
|
|
|
|
|
|
2014 |
|
Sensitivity analysis
Assumed healthcare trend rates have a significant effect on the amounts reported for the healthcare
plans. A one percentage-point change in assumed healthcare cost trend rates would have the
following effects as at December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
increase |
|
|
decrease |
|
|
with 1% |
|
|
by 1% |
Effect on total of service and interest cost |
|
|
3 |
|
|
|
(3 |
) |
Effect on postretirement benefit obligation |
|
|
31 |
|
|
|
(26 |
) |
Historical data
|
|
|
|
|
|
|
2006 |
|
Present
value of define-benefit obligation |
|
|
373 |
|
Fair value of plan assets
|
|
|
|
|
(Deficit) or surplus |
|
|
(373 |
) |
Experience adjustments in % on |
|
|
|
|
- defined-benefit obligations gain (loss) |
|
|
(1.6 |
%) |
- fair value of plan assets |
|
|
n.a. |
|
53
Short-term debt
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Short-term bank borrowings |
|
|
541 |
|
|
|
622 |
|
Other short-term loans |
|
|
49 |
|
|
|
34 |
|
Current portion of long-term debt |
|
|
578 |
|
|
|
215 |
|
|
|
|
1,168 |
|
|
|
871 |
|
During 2006 the weighted average interest rate on the bank borrowings was 6.3% (2005: 4.6%).
In the Netherlands, the Company issues personnel debentures with a 5-year right of conversion into
common shares of Royal Philips Electronics. Convertible personnel debentures may not be converted
within a period of 3 years after the date of issue. These convertible personnel debentures are
available to most employees in the Netherlands and are purchased by them with their own funds and
are redeemable on demand. The convertible personnel debentures become non-convertible debentures at
the end of the conversion period.
Although
convertible debentures have the character of long-term financing, the total outstanding
amounts are classified as current portion of long-term debt. At December 31, 2006 an amount of EUR
136 million (2005: EUR 155 million) of convertible personnel debentures was outstanding, with an
average conversion price of EUR 21.93. The conversion price varies between EUR 16.81 and EUR 33.19
with various conversion periods ending between January 1, 2007 and December 31, 2011.
The Company has access to a USD 2.5 billion commercial paper program which was established at the
beginning of 2001. The Company also has available a seven year revolving credit facility for USD
2.5 billion, established in December 2004, that could act as back-up for the commercial paper
program and can also be used for general corporate purposes. Philips did not use the commercial
paper program or the revolving credit facility during 2006.
210 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
54
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
amount |
|
|
|
range of |
|
|
average rate of |
|
|
amount |
|
|
|
|
|
|
|
|
|
|
due after |
|
|
remaining term |
|
|
outstanding |
|
|
|
interest rates |
|
|
interest |
|
|
outstanding |
|
|
due in 1 year |
|
|
due after 1 year |
|
|
5 years |
|
|
(in years) |
|
|
2005 |
|
Eurobonds |
|
|
5.8 - 7.1 |
|
|
|
6.0 |
|
|
|
2,445 |
|
|
|
|
|
|
|
2,445 |
|
|
|
|
|
|
|
2.3 |
|
|
|
2,447 |
|
USD bonds |
|
|
7.2 - 7.8 |
|
|
|
7.4 |
|
|
|
307 |
|
|
|
|
|
|
|
307 |
|
|
|
307 |
|
|
|
14.7 |
|
|
|
429 |
|
USD putable
bonds |
|
|
7.1 - 7.1 |
|
|
|
7.1 |
|
|
|
77 |
|
|
|
|
|
|
|
77 |
|
|
|
77 |
|
|
|
18.4 |
|
|
|
224 |
|
Convertible
debentures |
|
|
|
|
|
|
0.0 |
|
|
|
136 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155 |
|
Private financing |
|
|
2.0 - 9.0 |
|
|
|
5.2 |
|
|
|
8 |
|
|
|
1 |
|
|
|
7 |
|
|
|
|
|
|
|
3.7 |
|
|
|
8 |
|
Bank
borrowings |
|
|
2.0 - 20.1 |
|
|
|
5.5 |
|
|
|
119 |
|
|
|
2 |
|
|
|
117 |
|
|
|
|
|
|
|
3.6 |
|
|
|
416 |
|
Liabilities arising
from capital
lease
transactions |
|
|
1.4 - 19.0 |
|
|
|
4.2 |
|
|
|
68 |
|
|
|
31 |
|
|
|
37 |
|
|
|
19 |
|
|
|
6.4 |
|
|
|
122 |
|
Other long-term debt |
|
|
1.7 - 13.6 |
|
|
|
4.7 |
|
|
|
62 |
|
|
|
45 |
|
|
|
17 |
|
|
|
2 |
|
|
|
3.9 |
|
|
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
3,222 |
|
|
|
215 |
|
|
|
3,007 |
|
|
|
405 |
|
|
|
|
|
|
|
3,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding
data of previous
year |
|
|
|
|
|
|
5.9 |
|
|
|
3,917 |
|
|
|
578 |
|
|
|
3,339 |
|
|
|
1,214 |
|
|
|
|
|
|
|
4,070 |
|
The following amounts of long-term debt as of December 31, 2006 are due in the next five
years:
|
|
|
|
|
2007 |
|
|
215 |
|
2008 |
|
|
1,709 |
|
2009 |
|
|
12 |
|
2010 |
|
|
128 |
|
2011 |
|
|
753 |
|
|
|
|
2,817 |
|
Corresponding amount of previous year |
|
|
2,809 |
|
As of December 31, 2006, Philips had outstanding public bonds of EUR 2,829 million
denominated in USD or EUR. One of the USD bonds with a total outstanding amount of USD 103 million
as of December 2006 carrying a coupon of 7.125%, due 2025, carries an option of each holder to put
the bond to the Company on May 15, 2007 upon giving notice to the Company between March 15 and
April 15, 2007.
If the put option is exercised by investors, the redemption value would be equal to the principal
amount, plus accrued interest until the date of redemption. Assuming that investors require full
repayment at the relevant put date, the average remaining tenor of the total outstanding long-term
debt at the end of 2006 was 3.7 years, compared to 3.8 years in 2005. However, assuming that the
putable bonds will be repaid at maturity, the average remaining tenor at the end of 2006 was 4.1
years, compared to 5.0 years at the end of 2005.
Philips Annual Report 2006 211
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
Notes
to the IFRS financial statements |
|
|
The following table provides additional details regarding the outstanding bonds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
effective |
|
|
|
|
|
|
|
|
rate |
|
2005 |
|
|
2006 |
|
Unsecured Eurobonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 2/06/08; 7 1/8% |
|
|
7.302 |
% |
|
|
130 |
|
|
|
130 |
|
Due 5/14/08; 7% |
|
|
7.094 |
% |
|
|
61 |
|
|
|
61 |
|
Due 5/16/08; 5 3/4% |
|
|
5.817 |
% |
|
|
1,500 |
|
|
|
1,500 |
|
Due 5/16/11; 6 1/8% |
|
|
6.212 |
% |
|
|
750 |
|
|
|
750 |
|
Adjustments1) |
|
|
|
|
|
|
6 |
|
|
|
4 |
|
|
|
|
|
|
|
|
2,447 |
|
|
|
2,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25; 7 3/4% |
|
|
8.010 |
% |
|
|
84 |
|
|
|
75 |
|
Due 6/01/26; 7 1/5% |
|
|
7.426 |
% |
|
|
|
|
|
|
126 |
|
Due 8/15/13; 7 1/4% |
|
|
7.554 |
% |
|
|
121 |
|
|
|
109 |
|
Due 9/15/06; 8 3/8% |
|
|
8.739 |
% |
|
|
226 |
|
|
|
|
|
Adjustments1) |
|
|
|
|
|
|
(2 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
429 |
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds subject
to put |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25, put date 5/15/07; 7 1/8% |
|
|
7.361 |
% |
|
|
87 |
|
|
|
78 |
|
Due 6/01/26, put date 6/01/06; 7 1/5% |
|
|
7.426 |
% |
|
|
140 |
|
|
|
|
|
Adjustments1) |
|
|
|
|
|
|
(3 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
224 |
|
|
|
77 |
|
|
|
|
1) |
|
Adjustments relate to issued bond discounts, transaction costs and fair value
adjustments for interest rate derivatives. |
Secured liabilities
Certain portions of long-term and short-term debt have been collateralized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
collateral |
|
|
|
|
|
|
|
property, |
|
|
|
|
|
|
amount of |
|
|
plant and |
|
|
|
|
|
|
the debt |
|
|
equipment |
|
|
other assets |
|
Institutional financing |
|
|
15 |
|
|
|
|
|
|
|
11 |
|
Other debts |
|
|
6 |
|
|
|
2 |
|
|
|
|
|
|
|
|
21 |
|
|
|
2 |
|
|
|
11 |
|
Previous year |
|
|
155 |
|
|
|
428 |
|
|
|
190 |
|
55
Other non-current liabilities
Other non-current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Accrued pension costs |
|
|
687 |
|
|
|
298 |
|
Income tax payable |
|
|
59 |
|
|
|
36 |
|
Asset retirement obligations |
|
|
22 |
|
|
|
7 |
|
Liabilities arising from guarantees |
|
|
47 |
|
|
|
3 |
|
Liabilities for restructuring costs |
|
|
12 |
|
|
|
3 |
|
Liabilities for employee stock-options of subsidiaries |
|
|
87 |
|
|
|
99 |
|
Other liabilities |
|
|
172 |
|
|
|
149 |
|
|
|
|
1,086 |
|
|
|
595 |
|
56
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
payments due by period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
more |
|
|
|
|
|
|
less than |
|
|
|
|
|
|
|
|
|
|
than 5 |
|
|
|
|
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
years |
|
|
total |
|
Long-term debt |
|
|
184 |
|
|
|
1,710 |
|
|
|
874 |
|
|
|
386 |
|
|
|
3,154 |
|
Capital leases |
|
|
31 |
|
|
|
11 |
|
|
|
7 |
|
|
|
19 |
|
|
|
68 |
|
Operating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
leases |
|
|
144 |
|
|
|
245 |
|
|
|
155 |
|
|
|
250 |
|
|
|
794 |
|
For an explanation of long-term debt, see note 54. For an explanation of other long-term
liabilities, see note 55. Property, plant and equipment includes EUR 68 million (2005: EUR 122
million) for capital leases and other beneficial rights of use, such as buildings rights and hire
purchase agreements.
Long-term operating lease commitments totaled EUR 794 million at the end of 2006 (2005: EUR 881
million). These leases expire at various dates during the next 20 years.
The long-term operating leases are mainly related to the rental of buildings. A number of these
leases originate from sale-and-leaseback arrangements. In 2006, a small
sale-and-operational-leaseback has been concluded. In 2005, two sale-and-operational-leaseback
arrangements in the Netherlands were concluded, in which buildings were sold for an aggregate
amount of EUR 20 million, with leaseback rental periods of 10 and 4 years. In 2004, no
sale-and-operational-leaseback arrangements were concluded. The rental payments for 2006 totaled
EUR 20 million (2005: EUR 23 million, 2004: EUR 24 million).
The remaining minimum payments are as follows:
|
|
|
|
|
2007 |
|
|
15 |
|
2008 |
|
|
13 |
|
2009 |
|
|
13 |
|
2010 |
|
|
9 |
|
2011 |
|
|
6 |
|
Thereafter |
|
|
32 |
|
212 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of non-US GAAP information
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group in the last ten years
|
|
|
236 |
|
|
Investor information |
57
Contingent liabilities
Guarantees
Philips policy is to provide only written
letters of support; Philips does not stand by
other forms of support. At the end of 2006,
the total fair value of guarantees recognized
by the Company was EUR 4 million. The
following table outlines the total outstanding
off-balance sheet credit-related guarantees
and business-related guarantees provided by
Philips for the benefit of unconsolidated
companies and third parties as at December 31,
2006.
Expiration per period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
business- |
|
|
credit- |
|
|
|
|
|
|
related |
|
|
related |
|
|
|
|
|
|
guarantees |
|
|
guarantees |
|
|
total |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
466 |
|
|
|
42 |
|
|
|
508 |
|
Less than 1 year |
|
|
151 |
|
|
|
14 |
|
|
|
165 |
|
2-5 years |
|
|
80 |
|
|
|
2 |
|
|
|
82 |
|
After 5 years |
|
|
235 |
|
|
|
26 |
|
|
|
261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
512 |
|
|
|
57 |
|
|
|
569 |
|
Less than 1 year |
|
|
148 |
|
|
|
13 |
|
|
|
161 |
|
2-5 years |
|
|
87 |
|
|
|
2 |
|
|
|
89 |
|
After 5 years |
|
|
277 |
|
|
|
42 |
|
|
|
319 |
|
Environmental remediation
The Company and its subsidiaries are subject to
environmental laws and regulations. Under these
laws, the Company and/or its subsidiaries may
be required to remediate the effects of the
release or disposal of certain chemicals on the
environment.
In the United States, subsidiaries of the
Company have been named as potentially
responsible parties in state and federal
proceedings for the clean-up of various sites.
The Company accrues for losses associated with
environmental obligations when such losses are
probable and reasonably estimatable.
Litigation
Royal Philips Electronics and certain of its
Group companies are involved as plaintiff or
defendant in litigation relating to such
matters as competition issues, commercial
transactions, product liability, participations
and environmental pollution. Although the
ultimate disposition of asserted claims and
proceedings cannot be predicted with certainty,
it is the opinion of the Companys management
that the outcome of any such claims, either
individually or on a combined basis, will not
have a material adverse effect on the Companys
consolidated financial position, but could be
material to the consolidated results of
operations of the Company for a particular
period.
Provided below are disclosures of the more significant cases:
Asbestos
Judicial proceedings have been brought in the
United States, relating primarily to the
activities of a subsidiary prior to 1981,
involving allegations of personal injury from
alleged asbestos exposure. The claims
generally relate to asbestos used in the
manufacture of unrelated companies products
in the United States and frequently involve
claims for substantial compensatory and
punitive damages.
At December 31, 2006, there were 4,370 cases
pending, representing 9,020 claimants (compared
to 3,984 cases pending, representing 8,082
claimants at December 31, 2005, and 2,909 cases
pending, representing 6,028 claimants at
December 31, 2004). Most of the claims are in
cases involving a number of defendants. During
2006, 1,140 cases, representing 2,930
claimants, were served against the Companys
subsidiaries (2,052 cases, representing 3,283
claimants, were served in 2005, and 2,436
cases, representing 4,085 claimants were served
in 2004). While management believes there are
meritorious defenses to these claims, certain
of these cases were settled by the subsidiaries
for amounts considered reasonable given the
facts and circumstances of each case. A number
of other cases have been dismissed. During
2006, 754 cases, representing 1,992 claimants,
were settled or dismissed (977 cases,
representing 1,229 claimants, were settled or
dismissed in 2005, and 608 cases, representing
810 claimants, were settled or dismissed in
2004).
In addition to the pending cases discussed
above, a subsidiary of the Company was one of
approximately 160 defendants initially named in
a case filed in August 1995 in Morris County,
Texas. Since the time the case was brought in
1995, the subsidiary had not been involved in
any substantive activity in the case other than
filing an answer to the complaint and had no
information concerning the types of alleged
diseases or injuries involved. In the fourth
quarter of 2005, plaintiffs counsel in this
matter filed information concerning the
alleged diseases and injuries with the Court.
The claims have been severed into four cases:
one case with 281 malignant disease claims; two
cases with an aggregate of 222 nonmalignant
disease claims with alleged impairment; and one
case with 3,167 claims that have no impairment
at this time. The cases with the malignant
disease claims and nonmalignant disease claims
with alleged impairment are currently pending
in Morris County. The case containing the
claims that have no impairment at this time has
been transferred to Harris County, Texas.
In accordance with IAS 37, an accrual for loss
contingencies is recorded when the Company has
incurred an obligation based upon a past event,
if it is probable an outflow of resources will
be required to settle the obligation, and a
reliable estimate of the obligation can be
made. Prior to the third quarter of 2006, this
subsidiary established an accrual for loss
contingencies with respect to asserted claims
for asbestos product liability based upon its
recent settlement experience of similar types
of claims, taking into consideration the
alleged illnesses in pending cases. At December
31, 2005 and 2004, the subsidiarys recorded
accrual for loss contingencies with respect to
asserted claims for asbestos product liability
amounted to EUR 88 million and EUR 83 million,
respectively, which is reflected in the
Companys consolidated balance sheet.
An accrual for loss contingencies with respect
to unasserted claims for asbestos product
liability was not established prior to the
third quarter of 2006 since the Company, with
the assistance of a third party expert with
substantial experience in valuing and
forecasting asbestos liabilities (the Third
Party Expert), concluded it could not reliably
estimate this liability in accordance with IAS
37
due to the subsidiarys limited historical
claims experience coupled with the
uncertainties surrounding asbestos litigation
and legislative reform efforts.
In the third quarter of 2006, the Third Party
Expert reviewed the subsidiarys history of,
among other things, claims and diseases
alleged, and claims settled or dismissed in
order to provide the subsidiary with an
estimate of the volume, timing and cost of both
current and future asbestos-related personal
injury claims. In light of additional claims
history experienced by the subsidiary, as well
as the impact of state tort reform in several
states, the clarification of the possibility of
national legislation and other factors, the
Third Party Expert was able to use a
conventional methodology for estimating future
asbestos-
Philips
Annual Report 2006 213
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
related personal injury claims to provide
a projection of the subsidiarys liability
for pending and unasserted potential
future asbestos-related claims for the
period from 2006 through 2016.
The methodology used to project the
subsidiarys total liability for pending and
unasserted potential future asbestos-related
claims relied upon various assumptions and
factors, including the following:
|
|
An analysis of the subsidiarys
pending cases, by type of injury, and
an allocation of unknown injuries
based on the empirical experience of
the subsidiary; |
|
|
|
An analysis of data generated from a
conventional model used to project
future asbestos claims for mesothelioma
and lung cancer; |
|
|
|
An analysis of the correlations between
lung cancer filing rates and the rates for
other cancers and non-malignancy claims; |
|
|
|
Epidemiological studies estimating the
number of people likely to have
developed asbestos related diseases; |
|
|
|
An analysis of average claim payment
rates and mean payment amounts by
injury for claims closed in 2005 and
2006; |
|
|
|
An analysis of the period over which the
subsidiary has and is likely to resolve
asbestos-related claims against it in the
future; and |
|
|
|
An assumed inflation rate of 2.5%,
reduced by 1.5% to reflect lower claim
valuations due to the aging of the
claimant population. |
According to the study prepared by the Third
Party Expert, as of September 25, 2006, the
estimated cost of disposing of pending and
estimated future asbestos-related claims filed
through 2016, excluding future defense and
processing costs, totaled USD 507 million (EUR
396 million) on an undiscounted basis. The
study also found that estimates based upon
other calibration metrics, none of which were
considered more reliable than the metrics used,
were narrowly grouped within 6 percent in
excess of this projection. Approximately 19
percent of the estimated liability relates to
pending claims and approximately 81 percent
relates to future claims. As a result, in
accordance with IAS 37, the subsidiary
increased its accrual for loss contingencies
related to asbestos product liability to EUR
313 million, which represents the discounted
estimate of indemnity costs for claims asserted
through 2016, without taking account of any
potential insurance recoveries. This resulted
in a pre-tax charge to earnings of EUR 252
million for 2006 (a pre-tax charge of EUR 18
million and EUR 54 million was recorded in 2005
and 2004, respectively). At December 31, 2006,
the subsidiarys recorded accrual for loss
contingencies for asbestos product liability
amounted to EUR 299 million, which is reflected
in the Companys consolidated balance sheet.
The estimate of the subsidiarys liability
for pending and unasserted potential claims
does not include future litigation and claim
administration costs. During 2006, the
subsidiary incurred asbestos litigation and
claim administration costs totaling EUR 12
million (EUR 12 million in 2005 and EUR 10
million in 2004).
The Company believes that it and its
subsidiaries have a substantial amount of
insurance coverage for asbestos product
liability. In prior years, a subsidiary
commenced legal proceedings against certain
third party insurance carriers who had provided
various types of product liability coverage.
During 2004 and 2005, agreements were reached
with certain insurance carriers resolving
disputes with respect to the interpretation and
available limits of the policies, amounts
payable to the subsidiaries and terms under
which future settlements and related defense
costs are reimbursable. Pursuant to these
settlements, insurers paid EUR 34 million in
2006 (EUR 20 million was paid in 2005 and EUR
19 million was paid in 2004) for
asbestos-related defense and indemnity costs.
At December 31, 2006, the subsidiary recorded a
receivable from insurance carriers, for which
settlement agreements have been reached, in the
amount of EUR 72 million (EUR 48 million in
2005 and EUR 24 million in 2004) for the
reimbursement of incurred defense and indemnity
costs as well as for probable recoveries of
accrued projected settlement costs with respect
to pending and future claims, which is
reflected in the Companys consolidated balance
sheet. Insurance recoveries included in pre-tax
earnings amounted to EUR 70 million in 2006
(EUR 38 million in 2005 and EUR 44 million in
2004). At December 31, 2006, an additional EUR
23 million, for which a receivable has not been
recorded, is payable to the subsidiary over the
next two years, provided asbestos legislation
in a certain form is not passed by the US
Congress by certain dates. The subsidiary has
not recorded a receivable from non-settling
insurance carriers.
The subsidiary plans to pursue its
litigation against non-settling insurance
carriers and continue settlement
discussions with various insurance
carriers in 2007.
Projections of future asbestos costs are
subject to numerous variables and uncertainties
that are difficult to predict including the
number of claims that might be received, the
type and severity of the disease alleged by
each claimant, future settlement and trial
results, future claim dismissal rates,
uncertainties surrounding the litigation
process from jurisdiction to jurisdiction, and
the impact of potential changes in legislative
or judicial standards. Accordingly, actual
claims asserted against the Companys
subsidiaries and related settlement amounts may
in fact be lower or higher than the amount
currently estimated. As a result of its limited
asbestos
claims experience and the inherent
uncertainties involved in long-term forecasts,
the Company does not believe it can reliably
forecast indemnity costs that may be incurred
for claims asserted after 2016. The Company
intends to continue to evaluate the
subsidiarys asbestos-related loss exposure and
the adequacy of its reserves periodically in
order to identify trends that may become
evident and to assess their impact on the range
of liability that is probable and reliably
estimatable. If actual experience differs
significantly from the assumptions made in
forecasting future liabilities, if the
assumptions used to determine the estimate
prove to be erroneous, if the costs of settling
claims asserted after 2016 are significant, or
if insurance coverage is ultimately less than
anticipated, the Companys consolidated
financial position and results of operations
could be materially affected.
MedQuist
As announced earlier, MedQuist, in which
Philips holds 70.1% of the common stock and
which is consolidated in Philips financial
statements, is conducting a review of the
companys billing practices and related
matters.
MedQuist has not been able to complete the
audit of its fiscal years 2003, 2004, and 2005,
and has postponed the filing of its reports
covering the fiscal years 2003 to 2005 and
first three quarters of 2006. As previously
announced, the MedQuist board has stated that
the companys previously issued financial
statements included in its annual report for
fiscal year 2002 and its quarterly reports
during 2002 and 2003, and all earnings releases
and similar communications relating to those
periods, should no longer be relied upon.
MedQuist also has stated that it was unable to
assess whether the results of the review of its
billing practices and related litigation would
have a material impact on its reported
revenues, results and financial position.
During 2004, various plaintiffs, including
current and former customers, shareholders and
transcriptionists, filed four putative class
actions arising from allegations of, among
other things, inappropriate billing by MedQuist
for its transcription services. These
litigations all are in various preliminary
stages and are being defended by MedQuist. All
of these actions
remain pending and, on the basis of current
knowledge, Philips management has concluded
that potential future losses cannot be reliably
estimated. A previously filed putative
shareholder derivative action brought on behalf
of MedQuist against, among others, several
MedQuist board members and Philips, was
dismissed in September 2005. The plaintiff
filed an appeal from that decision, which
appeal remains pending.
MedQuist also is the subject of an ongoing
investigation by the U.S. Securities and
Exchange Commission relating to its billing
practices and has received a subpoena from
the U.S. Department of Justice relating to
these practices and other matters.
During 2006, MedQuist continued its previously
announced program of offering accommodations to
customers potentially affected by the billing
issues under review. MedQuists board
authorized the company to make accommodation
offers to certain customers in an aggregate
amount of USD 65 million to resolve any issues
concerning prior billing by MedQuist to those
customers. As of December 31, 2006, MedQuist
has paid or credited an aggregate of USD 50.8
million as an accommodation to those customers,
which represents 78% of the USD 65 million
authorized amount. Also, in the third quarter
of 2006, to resolve concerns over billing
related issues, the MedQuist board authorized
the company to establish an accommodation
program for certain other customers that
involves the issuance of credits
214 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
|
236 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
(accommodation credits) that can be used as
an offset against the future purchase of goods
and services from MedQuist. MedQuists board
authorized the company to make accommodation
credit offers up to an additional USD 8.7
million beyond the original cash payment
program of USD 65 million. As of December 31,
2006, MedQuist has entered into agreements with
certain of its customers who have accepted
accommodation credit
offers with a total value of USD 4.1 million to
resolve concerns over billing-related issues
under this program.
As of December 31, 2006, Philips has a total
accrual of USD 16.4 million with respect to the
billing-related issues at MedQuist. It is not
possible to estimate the level and timing of
the other costs and expenses related to these
matters. Therefore, no other accruals can be
made presently.
As in previous years, MedQuist has continued
to provide financial information to Philips
for consolidation purposes.
Key financial information as reported by MedQuist
(preliminary and unaudited)
in millions of USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Net sales |
|
|
456 |
|
|
|
411 |
|
|
|
370 |
|
Operating result |
|
|
25 |
|
|
|
(98 |
) |
|
|
(10 |
) |
Philips has periodically reviewed the carrying
value of its investment in MedQuist, which
amounted to approximately EUR 250 million at
December 31, 2006, as required by applicable
accounting standards. In view of the
uncertainties with respect to the impact of the
ongoing review of MedQuists billing practices,
Philips can give no assurance that further
impairment of intangibles or other assets
related to its investment in MedQuist will not
be required in the future.
NXP indemnification
In the context of Philips sale of Philips
Semiconductors International B.V. (Philips
Semiconductors) in September 2006, Philips has
indemnified Philips Semiconductors (now NXP
B.V.) for all costs it may incur relating to a
claim initiated by a significant customer of
Philips Semiconductors in a request for
arbitration filed with the ICC International
Court of Arbitration in 2005. The arbitration
relates to a product warranty claim that arose
in March 2002 over the reliability of certain
of Philips Semiconductors integrated circuit
products. The products were delivered between
1999 and 2002 and were used by the customer in
its products. The claims relate to a molding
compound supplied to Philips Semiconductors
by one of its suppliers. The customer asserts
that over time all affected products supplied
by Philips Semiconductors will fail and, as a
result, the customer alleges it will incur very
large damages, which it claims from Philips
Semiconductors in the arbitration. Philips
Semiconductors has stated that it believes that
the defect rate will be substantially smaller
than anticipated by the customer and disputes
its liability on that basis, as well as on the
basis of the limited warranty provision the
customer has invoked. Philips Semiconductors
also believes that, even if the customer were
to be successful in the arbitration, Philips
Semiconductors would not be liable to the
extent of the damages claimed by the customer.
Philips Semiconductors has also stated it
intends to defend the case vigorously.
In order to recover for any potential amount
of damages that it may be held liable for,
Philips Semiconductors in 2006 initiated
arbitration proceedings against the supplier
of molding products used in the integrated
circuits that allegedly caused the failures in
the customers products. This arbitration has
been stayed temporarily.
Philips does not believe it can reasonably
estimate the amount of possible loss in
connection with the claims against Philips
Semiconductors. Philips, however, does not
expect the outcome to have a material adverse
effect on its financial position, but cannot
predict the effect of the ultimate loss from
this matter on the operating results in any
particular financial period.
LG.Philips LCD
On December 11, 2006, LG.Philips LCD, an
equity-accounted investee in which Philips
holds 32.9% of the common stock, announced that
officials from the Korean Fair Trade Commission
visited the offices of LG.Philips LCD and that
it had received a subpoena from the United
States Department of Justice and similar notice
from the Japanese Fair Trade Commission in
connection with inquiries by those regulators
into possible anticompetitive conduct in the
LCD industry.
Subsequent to the public announcement of these
inquiries certain Philips group companies were
named as defendants in several class action
antitrust complaints filed in the United
States courts, seeking damages on behalf of
purchasers of products incorporating thin-film
transistor liquid crystal display panels, based
on alleged anticompetitive conduct by
manufacturers of such panels. The complaints
assert claims under federal antitrust law, as
well as various state antitrust and unfair
competition laws.
These matters are in their initial stages and,
on the basis of current knowledge, the Company
cannot establish whether a loss is probable
with respect to these actions.
58
Assets received in lieu of cash from the sale of businesses
During 2006 several ownership interests were
received in connection with certain sale and
transfer transactions.
At the beginning of June Philips
transferred its Optical Pick Up activities
to Arima Devices receiving a 12% interest
in Arima Devices of EUR 8 million.
In the same period, the merger was completed of
Philips Mobile Display Systems with Toppoly
Optoelectronics Corporation of Taiwan to form a
new company named TPO. Philips obtained a 17.5%
stake in TPO as a consideration for the
transaction valued at EUR 180 million.
In 2005, a 15% ownership interest in TPV and a
convertible bond of EUR 220 million were
received in connection with the sale and
transfer of certain activities within the
Companys monitor and flat TV business.
During 2006, the ownership interest in TPV was
diluted to 13.55%.
In 2004, shares in Computer Access Technology
Corporation were sold in two tranches. In
March 2004 shares were sold for an amount of
EUR 9 million. In December 2004, the remaining
shares were sold for EUR 8 million of which
the proceeds were collected in 2005.
Furthermore, shares in Openwave Systems (EUR 6
million) were received in connection with the
sale of Magic4.
59
Fair value of financial assets and liabilities
The estimated fair value of financial
instruments has been determined by the Company
using available market information
and appropriate valuation methods. The
estimates presented are not necessarily
indicative of the amounts that will ultimately
be realized by the Company upon maturity or
disposal. The use of different market
assumptions and/or estimation methods may have
a material effect on the estimated fair value
amounts.
Philips Annual Report 2006 215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Auditors report |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2005 |
|
|
December 31, 2006 |
|
|
|
carrying |
|
|
estimated |
|
|
carrying |
|
|
estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
5,293 |
|
|
|
5,293 |
|
|
|
6,023 |
|
|
|
6,023 |
|
Accounts receivable current |
|
|
4,638 |
|
|
|
4,638 |
|
|
|
4,773 |
|
|
|
4,773 |
|
Other non-current financial
assets excluding cost-method investments |
|
|
673 |
|
|
|
673 |
|
|
|
7,013 |
|
|
|
7,013 |
|
Accounts receivable
non-current |
|
|
213 |
|
|
|
212 |
|
|
|
206 |
|
|
|
205 |
|
Main listed investments in
equity-accounted investees |
|
|
4,911 |
|
|
|
11,139 |
|
|
|
2,627 |
|
|
|
2,803 |
|
Derivative instruments
assets |
|
|
143 |
|
|
|
143 |
|
|
|
298 |
|
|
|
298 |
|
Trading securities |
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
(3,457 |
) |
|
|
(3,457 |
) |
|
|
(3,450 |
) |
|
|
(3,450 |
) |
Debt |
|
|
(4,507 |
) |
|
|
(4,777 |
) |
|
|
(3,878 |
) |
|
|
(4,018 |
) |
Derivative instruments
liabilities |
|
|
(193 |
) |
|
|
(193 |
) |
|
|
(101 |
) |
|
|
(101 |
) |
The following methods and assumptions were
used to estimate the fair value of
financial instruments:
Cash, accounts receivable current and accounts payable
The carrying amounts approximate fair value
because of the short maturity of these
instruments.
Cash equivalents
The fair value is based on the estimated market value.
Other financial assets
For other financial assets, fair value is
based upon the estimated market prices.
Accounts receivable non-current
The fair value is estimated on the basis of discounted cash flow analyses.
Debt
The fair value is estimated on the basis of
the quoted market prices for certain issues,
or on the basis of discounted cash flow
analyses based upon market rates plus Philips
spread for the particular tenors of the
borrowing arrangements. Accrued interest is
included under accounts payable and not within
the carrying amount or estimated fair value of
debt. At December 31, 2006 the accrued
interest of bonds, which is the main part of
the accrual, was EUR 100 million (2005: EUR
106 million).
60
Subsequent events
Philips Mobile Phones
On February 12, 2007, Philips and China
Electronics Corporation (CEC) signed an
agreement to transfer Philips remaining Mobile
Phone activities tot CEC. CEC will take over
the responsibility for Philips Mobile Phones
business, which had sales of approximately EUR
320 million in 2006 and has approximately 240
employees, mainly in Asia Pacific and Eastern
Europe. This transaction is conditional on all
required shareholder, government and regulatory
approvals, and is expected to be closed by the
end of the first quarter 2007. The transaction
is estimated to result in a cash inflow of
approximately EUR 25 million.
The transaction involves the transfer of the
Xenium brand, which is associated with
long-battery life, to CEC under the terms of
the agreement. CEC will receive an exclusive
license to market and sell
mobile phones under the Philips brand for the
coming years. Certain mobile phone-related
patents will be transferred and licensed to
CEC. In addition, Philips will transfer tot CEC
its excisting marketing network in some key
countries for the mobile phone business, as
well as its 25% equity stake in Shenzhen
Sangfei Consumer Communications Co. Ltd.
Partners in Lighting
On February 5, 2007, Philips acquired
Partners in Lighting (PLI), a leading
European manufacturer of home luminaires. PLI
markets its products under brand names such
as Massive, Modular and Lirio. The total cost
of the acquisition, paid in cash, was EUR 584
million.
PLI develops, manufactures and markets a wide
portfolio of more than 10,000 distinct home
lighting luminaire products currently mainly
for the European market. PLIs revenue for 2006
is approximately EUR 406 million.
The condensed balance sheet of PLI
determined in accordance with IFRS,
immediately before and after acquisition
date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets |
|
|
|
|
|
|
|
|
Goodwill |
|
|
293 |
1) |
|
|
293 |
|
Other intangible assets |
|
|
|
|
|
|
214 |
|
Property, plant and equipment |
|
|
76 |
|
|
|
81 |
|
Other non-current financial assets |
|
|
10 |
|
|
|
8 |
|
Working capital |
|
|
75 |
|
|
|
101 |
|
Net cash |
|
|
13 |
|
|
|
13 |
|
Deferred tax assets/liabilities |
|
|
8 |
|
|
|
(73 |
) |
Other non-current
financial liabilities |
|
|
(30 |
) |
|
|
(6 |
) |
|
|
|
445 |
|
|
|
631 |
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
(46 |
) |
|
|
584 |
|
Loans |
|
|
491 |
|
|
|
47 |
|
|
|
|
445 |
|
|
|
631 |
|
|
|
|
1) |
|
the goodwill amount in the
before acquisition date column is based on
Belgian GAAP and has not been converted to
IFRS for reasons of impracticability as the
majority of this balance relates to
acquisitions which took place a number of
years ago. The Belgian GAAP amount was
eliminated as a result of the provisional
purchase price allocation. Therefore the
goodwill as reflected in the
after acquisition date column does reflect
the goodwill in accordance with IFRS even
though both amounts are equal. |
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Customer relationships |
|
|
153 |
|
|
|
20 |
|
Trademarks and trade names |
|
|
61 |
|
|
|
20 |
|
|
|
|
214 |
|
|
|
|
|
Share repurchase
On
January 22, 2007, Philips initiated a EUR
1,633 million share repurchase program for
capital reduction purposes to complete the
planned return of a total of EUR 4 billion to
its shareholders. It is expected that the
program will be completed before the end of
2007.
216 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224
|
|
Reconciliation of
|
|
|
226 |
|
|
Corporate governance
|
|
|
234 |
|
|
The Philips Group
|
|
|
236 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Auditors report
To the Supervisory Board and Shareholders
of Koninklijke Philips Electronics N.V.:
Report on the consolidated financial statements
We have audited the accompanying consolidated
financial statements 2006 which are part of
the financial statements of Koninklijke
Philips Electronics N.V., Eindhoven, The
Netherlands which comprise the consolidated
balance sheet as at December 31, 2006,
statement of income, statement of changes in
equity and cash flow statement for the year
then ended, and a summary of significant
accounting policies and other explanatory
notes as set out on page 174 to 216.
Managements responsibility
The Board of Management is responsible for the
preparation and fair presentation of the
consolidated financial statements in
accordance with International Financial
Reporting Standards as adopted by the European
Union and with Part 9 of Book 2 of the
Netherlands Civil Code, and for the
preparation of the Management commentary in
accordance with Part 9 of Book 2 of the
Netherlands Civil Code. This responsibility
includes: designing, implementing and
maintaining internal control relevant to the
preparation and fair presentation of the
consolidated financial statements that are
free from material misstatement, whether due
to fraud or error; selecting and applying
appropriate accounting policies; and making
accounting estimates that are reasonable in
the circumstances.
Auditors responsibility
Our responsibility is to express an opinion
on the consolidated financial statements
based on our audit. We conducted our audit in
accordance with Dutch law. This law requires
that we comply with ethical requirements and
plan and perform the audit to obtain
reasonable assurance whether the consolidated
financial statements are free from material
misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the consolidated financial
statements. The procedures selected depend on
the auditors judgment, including the
assessment of the risks of material
misstatement of the consolidated financial
statements, whether due to fraud or error. In
making those risk assessments, the auditor
considers internal control relevant to the
entitys preparation and fair presentation of
the consolidated financial statements in order
to design audit procedures that are appropriate
in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness
of the entitys internal control. An audit also
includes evaluating the appropriateness of
accounting policies used and the reasonableness
of accounting estimates made by management, as
well as evaluating the overall presentation of
the consolidated financial statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial
statements give a true and fair view of the
financial position of Koninklijke Philips
Electronics N.V. as at December 31, 2006, and
of its result and its cash flows for the year
then ended in accordance with International
Financial Reporting Standards as adopted by the
European Union and with Part 9 of Book 2 of the
Netherlands Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393
sub 5 part e of the Netherlands Civil Code, we
report, to the extent of our competence, that
the Management commentary as set out on page
172 to 173 is consistent with the consolidated
financial statements as required by 2:391 sub
4 of the Netherlands Civil Code.
Amstelveen, February 19, 2007
KPMG Accountants N.V.
A.M. van Drunen Littel RA
Philips Annual Report 2006 217
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112
|
|
Group financial statements
|
|
|
172 |
|
|
IFRS information
|
|
|
218 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Balance sheets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Statements of income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Statement of equity |
Company financial statements
Balance sheets of Koninklijke Philips Electronics N.V. as of December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
1,574 |
|
|
|
|
|
|
|
4,492 |
|
|
|
|
|
A |
Receivables |
|
|
13,825 |
|
|
|
|
|
|
|
14,642 |
|
|
|
|
|
B |
Other current assets |
|
|
|
|
|
|
|
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
15,399 |
|
|
|
|
|
|
|
19,326 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C |
Investments in affiliated companies |
|
|
21,324 |
|
|
|
|
|
|
|
17,098 |
|
|
|
|
|
D |
Other non-current financial assets |
|
|
171 |
|
|
|
|
|
|
|
7,526 |
|
|
|
|
|
E |
Property, plant and equipment |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,496 |
|
|
|
|
|
|
|
24,625 |
|
|
|
|
|
|
|
|
|
36,895 |
|
|
|
|
|
|
|
43,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F |
Other current liabilities |
|
|
786 |
|
|
|
|
|
|
|
665 |
|
|
|
|
|
G |
Short-term debt |
|
|
16,483 |
|
|
|
|
|
|
|
18,354 |
|
|
|
|
|
H |
Short-term provisions |
|
|
56 |
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
17,325 |
|
|
|
|
|
|
|
19,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
I |
Long-term debt |
|
|
3,022 |
|
|
|
|
|
|
|
2,963 |
|
|
|
|
|
H |
Long-term provisions |
|
|
229 |
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,251 |
|
|
|
|
|
|
|
2,981 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J |
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000
shares); Issued: none
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2005: 3,250,000,000 shares); |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: 1,142,826,763 shares (2005: 1,316,095,392 shares) |
|
|
263 |
|
|
|
|
|
|
|
228 |
|
|
|
|
|
|
Share premium |
|
|
82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revaluation reserves |
|
|
262 |
|
|
|
|
|
|
|
167 |
|
|
|
|
|
|
Other legal reserves |
|
|
1,103 |
|
|
|
|
|
|
|
1,291 |
|
|
|
|
|
|
Retained earnings |
|
|
13,350 |
|
|
|
|
|
|
|
11,569 |
|
|
|
|
|
|
Net income |
|
|
3,374 |
|
|
|
|
|
|
|
4,664 |
(1) |
|
|
|
|
|
Other reserves |
|
|
804 |
|
|
|
|
|
|
|
4,914 |
|
|
|
|
|
|
Treasury shares, at cost: 35,933,526 shares (2005: 114,736,942
shares) |
|
|
(2,919 |
) |
|
|
|
|
|
|
(923 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
16,319 |
|
|
|
|
|
|
|
21,910 |
|
|
|
|
|
|
|
|
|
36,895 |
|
|
|
|
|
|
|
43,951 |
|
|
|
|
1) |
|
of the net income of 2006, EUR 630 million is expected
to be paid as dividend (based on the proposed dividend of EUR 0.60
per share), and EUR 4,034 million is expected to be added to
retained earnings. |
218 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
Statements of income of Koninklijke Philips Electronics N.V. for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
Income after taxes from affiliated companies |
|
|
2,127 |
|
|
|
231 |
|
|
Other income after taxes |
|
|
1,247 |
|
|
|
4,433 |
1) |
K |
Net income |
|
|
3,374 |
|
|
|
4,664 |
|
|
|
|
1) |
|
The gain on the sale of the Semiconductors divison of EUR 3,683 million has been presented
under Other income after taxes |
Statement of changes in equity of Koninklijke Philips Electronics N.V.
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
out- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
standing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
|
number of |
|
|
|
|
|
|
capital in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
treasury |
|
|
stock- |
|
|
|
shares in |
|
|
common |
|
|
excess of |
|
|
revaluation |
|
|
other legal |
|
|
retained |
|
|
net |
|
|
other |
|
|
shares at |
|
|
holders |
|
|
|
thousands |
|
|
stock |
|
|
par value |
|
|
reserves |
|
|
reserve |
|
|
earnings |
|
|
income |
|
|
reserves |
|
|
cost |
|
|
equity |
|
Balance as of
December 31, 2005 |
|
|
1,201,358 |
|
|
|
263 |
|
|
|
82 |
|
|
|
262 |
|
|
|
1,103 |
|
|
|
13,350 |
|
|
|
3,374 |
|
|
|
804 |
|
|
|
(2,919 |
) |
|
|
16,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,664 |
|
|
|
|
|
|
|
|
|
|
|
4,664 |
|
Net current period
change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188 |
|
|
|
2,663 |
|
|
|
(2,851 |
) |
|
|
4,325 |
|
|
|
|
|
|
|
4,325 |
|
Income tax on net
current
period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(87 |
) |
|
|
|
|
|
|
(182 |
) |
Reclassification
into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128 |
) |
|
|
|
|
|
|
(128 |
) |
Cancellation of
treasury shares |
|
|
|
|
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,332 |
) |
|
|
|
|
|
|
|
|
|
|
4,367 |
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(523 |
) |
|
|
|
|
|
|
|
|
|
|
(523 |
) |
Purchase of
treasury stock |
|
|
(105,949 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,899 |
) |
|
|
(2,899 |
) |
Re-issuance of
treasury stock |
|
|
11,484 |
|
|
|
|
|
|
|
(204 |
) |
|
|
|
|
|
|
|
|
|
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
212 |
|
Share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
Balance as of
December 31, 2006 |
|
|
1,106,893 |
|
|
|
228 |
|
|
|
|
|
|
|
167 |
|
|
|
1,291 |
|
|
|
11,569 |
|
|
|
4,664 |
|
|
|
4,914 |
|
|
|
(923 |
) |
|
|
21,910 |
|
Philips Annual Report 2006 219
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
Accounting policies |
|
|
|
|
Notes to the company |
|
|
|
|
financial statements |
Accounting policies applied for
Dutch law purposes
As from 2005, Dutch law allows companies
that apply IFRS as adopted by the European
Union in their consolidated financial
statements to use the same accounting
principles in the Company financial
statements. Company financial statements that
are based on this provision qualify as financial statements under Dutch law.
The financial statements of Koninklijke
Philips Electronics N.V. (the Company or
Philips) included in this section are
prepared in accordance with IFRS accounting
principles as used in the consolidated financial statements, in order to maintain the
consistency between the figures in the
consolidated financial statements and the financial statements of the Company. The same
basis as applied for the Company has also been
applied for the affiliated companies.
The accounting principles are explained in the
section IRFS accounting policies of the chapter
IFRS information of this Annual Report.
Presentation of Company financial statements
The balance sheet presentation deviates
from Dutch regulations and is more in line
with common practice in the US in order to
achieve optimal transparency for Dutch and US
shareholders.
Under this format, the order of presentation
of assets and liabilities is based on the
decreasing degree of liquidity, which is
common practice in the US.
The income statement has been prepared in
accordance with Section 402, Book 2, Dutch
Civil Code, which allows a simplified
income statement in the Company financial
statements in the event a comprehensive
income statement is included in the
consolidated statements.
Notes to the company financial
statements
all amounts in millions
of euros unless otherwise stated
A
Receivables
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Trade accounts receivable |
|
|
223 |
|
|
|
138 |
|
Affiliated companies |
|
|
13,279 |
|
|
|
14,017 |
|
Other receivables |
|
|
13 |
|
|
|
14 |
|
Advances and prepaid expenses |
|
|
14 |
|
|
|
37 |
|
Deferred tax assets |
|
|
13 |
|
|
|
53 |
|
Income tax receivable |
|
|
8 |
|
|
|
2 |
|
Derivative instruments assets |
|
|
275 |
|
|
|
381 |
|
|
|
|
13,825 |
|
|
|
14,642 |
|
An amount of EUR 53 million included
in receivables is due after one year (2005:
EUR 4 million).
B
Other current assets
In July 2006, Philips transferred the
TSMC shares related to the received stock
dividend in 2006 from available-for-sale to
trading securities. These shares are intended
to be sold after the expiration of the lock-up
period.
C
Investments in affiliated companies
The investments in affiliated
companies are included in the balance sheet
based on either their net asset value in
accordance with the aforementioned
accounting principles of the consolidated financial statements or at amortized cost.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
equity |
|
|
|
|
|
|
|
|
|
invest- |
|
|
|
|
|
|
|
|
|
ments |
|
|
loans |
|
|
total |
|
Balance as of January 1, 2006 |
|
|
19,210 |
|
|
|
2,114 |
|
|
|
21,324 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
1,786 |
|
|
|
321 |
|
|
|
2,107 |
|
Sales/redemptions |
|
|
(179 |
) |
|
|
(807 |
) |
|
|
(986 |
) |
Transfer to other non-current
financial assets |
|
|
(2,103 |
) |
|
|
|
|
|
|
(2,103 |
) |
After-tax income from
affiliated companies |
|
|
231 |
|
|
|
|
|
|
|
231 |
|
Dividends received |
|
|
(2,585 |
) |
|
|
|
|
|
|
(2,585 |
) |
Translation differences/other changes |
|
|
(633 |
) |
|
|
(257 |
) |
|
|
(890 |
) |
Balance as of December 31, 2006 |
|
|
15,727 |
|
|
|
1,371 |
|
|
|
17,098 |
|
In January 2006, Philips influence on
TSMCs operating and financial policies
including representation on the TSMC Board,
was reduced. Consequently, the 16.4%
investment in TSMC was transferred from
investments in affiliated companies to
available-for-sale securities effective
January 1, 2006, as Philips was no longer
able to exercise significant influence.
Philips ceased to apply equity accounting for
its TSMC shares as of that date.
A list of subsidiaries and affiliated
companies, prepared in accordance with the
relevant legal requirements (Dutch Civil Code,
Book 2, Sections 379 and 414), is deposited at
the office of the Commercial Register in
Eindhoven, Netherlands.
220 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
non-US GAAP information
|
|
226 Corporate governance
|
|
234 The Philips Group
in the last ten years
|
|
236 Investor information |
|
|
|
|
|
|
|
D
Other non-current financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
security |
|
|
other |
|
|
|
|
|
|
invest- |
|
|
recei- |
|
|
|
|
|
|
ments |
|
|
vables |
|
|
total |
|
Balance as of January 1, 2006 |
|
|
136 |
|
|
|
35 |
|
|
|
171 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications |
|
|
7,423 |
|
|
|
(23 |
) |
|
|
7,400 |
|
Sales/redemptions |
|
|
(59 |
) |
|
|
|
|
|
|
(59 |
) |
Value adjustments |
|
|
17 |
|
|
|
|
|
|
|
17 |
|
Translation and exchange differences |
|
|
(3 |
) |
|
|
|
|
|
|
(3 |
) |
Balance as of December 31, 2006 |
|
|
7,514 |
|
|
|
12 |
|
|
|
7,526 |
|
Other non-current financial assets
include participations and securities that
generate income unrelated to the normal
business operations.
E
Property, plant and equipment
|
|
|
|
|
Balance as of January 1, 2006: |
|
|
|
|
Cost |
|
|
1 |
|
Accumulated depreciation |
|
|
|
|
Book value |
|
|
1 |
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
Capital expenditures |
|
|
|
|
Retirements and sales |
|
|
|
|
Depreciation and write-downs |
|
|
|
|
Total changes |
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2006: |
|
|
|
|
Cost |
|
|
1 |
|
Accumulated depreciation |
|
|
|
|
Book value |
|
|
1 |
|
Property, plant and equipment consists of
fixed assets other than land and buildings.
F
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Income tax payable |
|
|
3 |
|
|
|
73 |
|
Other short-term liabilities |
|
|
133 |
|
|
|
88 |
|
Deferred income and accrued expenses |
|
|
326 |
|
|
|
314 |
|
Derivative instruments liabilities |
|
|
324 |
|
|
|
190 |
|
|
|
|
786 |
|
|
|
665 |
|
G
Short-term debt
Short-term debt includes the current
portion of outstanding long-term debt of EUR
181 million (2005: EUR 430 million) and debt
to other Group companies totaling EUR 18,058
million (2005: EUR 15,988 million).
Institutional financing amounts EUR 115
million (2005: EUR 65 million).
H
Provisions
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Pensions |
|
|
6 |
|
|
|
6 |
|
Deferred tax liabilities |
|
|
274 |
|
|
|
|
|
Other |
|
|
5 |
|
|
|
53 |
|
Total provisions |
|
|
285 |
|
|
|
59 |
|
of which long-term |
|
|
229 |
|
|
|
18 |
|
of which short-term |
|
|
56 |
|
|
|
41 |
|
Philips Annual Report 2006 221
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
|
|
|
|
Auditors report |
I
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
|
|
|
|
range of |
|
|
average |
|
|
amount |
|
|
due in |
|
|
due after |
|
|
due after |
|
|
term |
|
|
amount out- |
|
|
|
interest rates |
|
|
interest rate |
|
|
outstanding |
|
|
1 year |
|
|
1 year |
|
|
5 years |
|
|
(in years) |
|
|
standing 2005 |
|
Eurobonds |
|
|
5.8-7.1 |
|
|
|
6.0 |
|
|
|
2,445 |
|
|
|
|
|
|
|
2,445 |
|
|
|
|
|
|
|
2.3 |
|
|
|
2,447 |
|
|
USD bonds |
|
|
7.2-7.8 |
|
|
|
7.4 |
|
|
|
307 |
|
|
|
|
|
|
|
307 |
|
|
|
307 |
|
|
|
14.7 |
|
|
|
429 |
|
USD putable bonds |
|
|
7.1 |
|
|
|
7.1 |
|
|
|
77 |
|
|
|
|
|
|
|
77 |
|
|
|
77 |
|
|
|
18.4 |
|
|
|
224 |
|
Convertible debentures |
|
|
0.0 |
|
|
|
0.0 |
|
|
|
136 |
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
155 |
|
Intercompany financing |
|
|
3.2-5.2 |
|
|
|
3.4 |
|
|
|
1,625 |
|
|
|
1,625 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
152 |
|
Other long-term debt |
|
|
2.9-13.6 |
|
|
|
5.2 |
|
|
|
179 |
|
|
|
45 |
|
|
|
134 |
|
|
|
|
|
|
|
3.5 |
|
|
|
197 |
|
|
|
|
|
|
|
|
|
|
|
|
4,769 |
|
|
|
1,806 |
|
|
|
2,963 |
|
|
|
384 |
|
|
|
4.1 |
|
|
|
3,604 |
|
Corresponding data
previous year |
|
|
|
|
|
|
|
|
|
|
3,604 |
|
|
|
582 |
|
|
|
3,022 |
|
|
|
1,176 |
|
|
|
5.2 |
|
|
|
|
|
The following amounts of the long-term debt as of December 31,
2006 are due in the next five years:
|
|
|
|
|
2007
|
|
|
1,806 |
|
2008
|
|
|
1,698 |
|
2009
|
|
|
6 |
|
2010
|
|
|
125 |
|
2011
|
|
|
750 |
|
|
|
|
|
|
Corresponding amount previous year
|
|
|
4,385 |
|
Convertible debentures include Philips
personnel debentures. For more information,
please refer to the related note 56 in the
IFRS consolidated financial statements.
J
Stockholders equity
Preference shares
The Stichting Preferente Aandelen Philips has
been granted the right to acquire preference
shares in the Company. Such right has not been
exercised. As a means to protect the Company
and its stakeholders against an unsolicited
attempt to (de facto) take over control of the
Company, the General Meeting of Shareholders in
1989 adopted amendments to the Companys
Articles of Association that allow the Board of
Management and the Supervisory Board to issue
(rights to) preference shares to a third party.
Option rights/restricted shares
The Company has granted stock options on
its common shares and rights to receive
common shares in future (see note 33).
Treasury shares
In connection with the Companys share
repurchase programs, Royal Philips
Electronics shares which have been
repurchased and are held in treasury for
delivery upon exercise of options and
convertible personnel debentures and under,
restricted share programs and employee share
purchase programs and, are accounted for as a
reduction of stockholders equity. Treasury
shares are recorded at cost, representing the
market price on the acquisition date. When
issued, shares are removed from treasury stock
on a FIFO basis. In order to reduce potential
dilution effects, a total of 105,919,623
shares were acquired during 2006 at an average
market price of EUR 27.38 per share, totaling
EUR 2,899 million, and a total of 11,479,410
shares were delivered at an average exercise
price of EUR 14.90 totaling EUR 171 million.
A total of 35,933,526 shares were held by
Royal Philips Electronics at December 31,
2006 (2005: 114,736,942 shares), acquired at
an aggregate cost of EUR 923 million.
In 2006, Philips issued share capital was
reduced by a total of 173,268,629 shares,
which were acquired pursuant to the share
repurchase programs initiated in 2005 and
2006. As of December 31, 2006, the issued
share capital of Philips amounts to
1,142,826,763.
Dividend
A dividend of EUR 0.60 per common share
will be proposed to the 2007 Annual
General Meeting of Shareholders.
K
Net income
Net income in 2006 amounted to a profit of EUR 4,664 million (2005: a profit of
EUR 3,374 million). For the remuneration of
past and present members of both the Board
of Management and the Supervisory Board,
please refer to note 34 of the consolidated
financial statements.
L
Employees
The number of persons employed by
the Company at year-end 2006 was 10 (2005:
12) and included the members of the Board
of Management and most members of the
Group Management Committee.
M
Obligations not appearing in the balance sheet
General guarantees as defined in Book
2, Section 403 of the Netherlands Civil Code
have been given by Royal Philips Electronics
on behalf of several Group companies in the
Netherlands. The liabilities of these
companies to third parties and unconsolidated
companies totaled EUR 1,215 million as of
year-end 2006 (2005: EUR 1.397 million).
Guarantees totaling EUR 262 million (2005: EUR
549 million) have also been given on behalf of
other Group companies, and guarantees totaling
EUR 32 million (2005: EUR 45 million) on
behalf of unconsolidated companies and third
parties. For additional information, please
refer to note 27.
February 19, 2007
The Supervisory Board
The Board of Management
222 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Auditors report
To the Supervisory Board and Shareholders
of Koninklijke Philips Electronics N.V.:
Report on the Company financial statements
We have audited the accompanying Company
financial statements 2006 which are part of
the financial statements of Koninklijke
Philips Electronics N.V., Eindhoven, The
Netherlands, which comprise the balance sheet
as at December 31, 2006, statement of income
and the statement of changes in equity for the
year then ended and the notes as set out on
page 218 to 222.
Managements responsibility
The Board of Management is responsible for the
preparation and fair presentation of the
Company financial statements and for the
preparation of the Management commentary, both
in accordance with Part 9 of Book 2 of the
Netherlands Civil Code. This responsibility
includes: designing, implementing and
maintaining internal control relevant to the
preparation and fair presentation of the
Company financial statements that are free from
material misstatement, whether due to fraud or
error; selecting and applying appropriate
accounting policies; and making accounting
estimates that are reasonable in the
circumstances.
Auditors responsibility
Our responsibility is to express an opinion on
the Company financial statements based on our
audit. We conducted our audit in accordance
with Dutch law. This law requires that we
comply with ethical requirements and plan and
perform the audit to obtain reasonable
assurance whether the Company financial
statements are free from material misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts and
disclosures in the Company financial
statements. The procedures selected depend on
the auditors judgment, including the
assessment of the risks of material
misstatement of the Company financial
statements, whether due to fraud or error. In
making those risk assessments, the auditor
considers internal control relevant to the
entitys preparation and fair presentation of
the Company financial statements in order to
design audit procedures that are appropriate
in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness
of the entitys internal control. An audit
also includes evaluating the appropriateness
of accounting policies used and the
reasonableness of accounting estimates made by
management, as well as evaluating the overall
presentation of the Company financial
statements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the Company financial
statements give a true and fair view of the
financial position of Koninklijke Philips
Electronics N.V. as at December 31, 2006, and
of its result for the year then ended in
accordance with Part 9 of Book 2 of the
Netherlands Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393
sub 5 part e of the Netherlands Civil Code, we
report, to the extent of our competence, that
the Management commentary as set out on page
172 to 173, is consistent with the Company
financial statements as required by 2:391 sub
4 of the Netherlands Civil Code.
Amstelveen, February 19, 2007
KPMG Accountants N.V.
A.M. van Drunen Littel RA
Philips Annual Report 2006 223
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Reconciliation of non-US GAAP information
Certain non-US GAAP financial measures are presented when discussing the
Philips Groups financial position. In the following tables, a
reconciliation to the most directly comparable US GAAP financial measure
is made for each non-US GAAP performance measure. Where appropriate the
figures in the following reconciliations have been restated to present
the Semiconductors activities as discontinued operations.
All amounts in millions of euros unless otherwise stated.
Composition of net debt to group equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Long-term debt |
|
|
3,552 |
|
|
|
3,320 |
|
|
|
3,006 |
|
Short-term debt |
|
|
961 |
|
|
|
1,167 |
|
|
|
863 |
|
Total debt |
|
|
4,513 |
|
|
|
4,487 |
|
|
|
3,869 |
|
Cash and cash equivalents |
|
|
(4,349 |
) |
|
|
(5,293 |
) |
|
|
(6,023 |
) |
Net debt (cash) (total debt less
cash and cash equivalents) |
|
|
164 |
|
|
|
(806 |
) |
|
|
(2,154 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Minority interests |
|
|
159 |
|
|
|
159 |
|
|
|
131 |
|
Stockholders equity |
|
|
14,860 |
|
|
|
16,666 |
|
|
|
22,997 |
|
Group equity |
|
|
15,019 |
|
|
|
16,825 |
|
|
|
23,128 |
|
Net debt and group equity |
|
|
15,183 |
|
|
|
16,019 |
|
|
|
20,974 |
|
Net debt divided by net debt
and group equity (in %) |
|
|
1 |
|
|
|
(5 |
) |
|
|
(10 |
) |
Group equity divided by net debt
and group equity (in %) |
|
|
99 |
|
|
|
105 |
|
|
|
110 |
|
Sales growth composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in % |
|
comparable growth |
|
|
currency effects |
|
|
consolidation changes |
|
|
nominal growth |
|
2006 versus 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
7.3 |
|
|
|
(1.1 |
) |
|
|
0.1 |
|
|
|
6.3 |
|
DAP |
|
|
11.2 |
|
|
|
(0.1 |
) |
|
|
9.4 |
|
|
|
20.5 |
|
Consumer Electronics |
|
|
5.4 |
|
|
|
0.1 |
|
|
|
(4.0 |
) |
|
|
1.5 |
|
Lighting |
|
|
8.3 |
|
|
|
(0.3 |
) |
|
|
6.5 |
|
|
|
14.5 |
|
Other Activities |
|
|
(6.8 |
) |
|
|
(0.4 |
) |
|
|
(17.0 |
) |
|
|
(24.2 |
) |
Philips Group |
|
|
6.1 |
|
|
|
(0.3 |
) |
|
|
(1.1 |
) |
|
|
4.7 |
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6.7 |
|
|
|
0.5 |
|
|
|
0.6 |
|
|
|
7.8 |
|
DAP |
|
|
5.9 |
|
|
|
1.5 |
|
|
|
|
|
|
|
7.4 |
|
Consumer Electronics |
|
|
4.7 |
|
|
|
1.6 |
|
|
|
(1.2 |
) |
|
|
5.1 |
|
Lighting |
|
|
4.0 |
|
|
|
1.1 |
|
|
|
0.4 |
|
|
|
5.5 |
|
Other Activities |
|
|
(5.2 |
) |
|
|
0.2 |
|
|
|
(12.8 |
) |
|
|
(17.8 |
) |
Philips Group |
|
|
4.3 |
|
|
|
1.1 |
|
|
|
(1.7 |
) |
|
|
3.7 |
|
2004 versus 2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
3.9 |
|
|
|
(5.9 |
) |
|
|
0.2 |
|
|
|
(1.8 |
) |
DAP |
|
|
(0.6 |
) |
|
|
(3.5 |
) |
|
|
|
|
|
|
(4.1 |
) |
Consumer Electronics |
|
|
11.3 |
|
|
|
(4.0 |
) |
|
|
0.7 |
|
|
|
8.0 |
|
Lighting |
|
|
5.1 |
|
|
|
(4.2 |
) |
|
|
(0.8 |
) |
|
|
0.1 |
|
Other Activities |
|
|
17.7 |
|
|
|
(3.7 |
) |
|
|
(2.1 |
) |
|
|
11.9 |
|
Philips Group |
|
|
7.8 |
|
|
|
(4.4 |
) |
|
|
|
|
|
|
3.4 |
|
Composition of cash flows before financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
Cash flows from operating activities |
|
|
1,435 |
|
|
|
1,141 |
|
|
|
342 |
|
Cash flows from investing activities |
|
|
1,322 |
|
|
|
1,687 |
|
|
|
(2,811 |
) |
Cash flows before financing activities |
|
|
2,757 |
|
|
|
2,828 |
|
|
|
(2,469 |
) |
224 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA to Income from |
|
Philips |
|
|
Medical |
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
Other |
|
|
|
|
operations or EBIT |
|
Group |
|
|
Systems |
|
|
DAP |
|
|
Electronics |
|
|
Lighting |
|
|
Activities |
|
|
Unallocated |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
1,382 |
|
|
|
936 |
|
|
|
412 |
|
|
|
417 |
|
|
|
666 |
|
|
|
(448 |
) |
|
|
(601 |
) |
Eliminate amortization of
intangibles |
|
|
(199 |
) |
|
|
(141 |
) |
|
|
(26 |
) |
|
|
(1 |
) |
|
|
(31 |
) |
|
|
|
|
|
|
|
|
Income from operations (or EBIT) |
|
|
1,183 |
|
|
|
795 |
|
|
|
386 |
|
|
|
416 |
|
|
|
635 |
|
|
|
(448 |
) |
|
|
(601 |
) |
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
1,577 |
|
|
|
770 |
|
|
|
363 |
|
|
|
506 |
|
|
|
564 |
|
|
|
(155 |
) |
|
|
(471 |
) |
Eliminate amortization of
intangibles |
|
|
(105 |
) |
|
|
(91 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(8 |
) |
|
|
(1 |
) |
|
|
|
|
Income from operations (or EBIT) |
|
|
1,472 |
|
|
|
679 |
|
|
|
358 |
|
|
|
506 |
|
|
|
556 |
|
|
|
(156 |
) |
|
|
(471 |
) |
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
1,864 |
|
|
|
715 |
|
|
|
336 |
|
|
|
370 |
|
|
|
594 |
|
|
|
388 |
|
|
|
(539 |
) |
Eliminate
amortization of intangibles |
|
|
(708 |
) |
|
|
(680 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
(23 |
) |
|
|
|
|
Income from operations (or EBIT) |
|
|
1,156 |
|
|
|
35 |
|
|
|
331 |
|
|
|
370 |
|
|
|
594 |
|
|
|
365 |
|
|
|
(539 |
) |
Net operating capital to total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
8,724 |
|
|
|
4,332 |
|
|
|
1,758 |
|
|
|
(228 |
) |
|
|
2,527 |
|
|
|
21 |
|
|
|
314 |
|
Eliminate liabilities comprised in
NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/ liabilities |
|
|
8,175 |
|
|
|
1,707 |
|
|
|
575 |
|
|
|
2,389 |
|
|
|
989 |
|
|
|
901 |
|
|
|
1,614 |
|
- intercompany accounts |
|
|
|
|
|
|
32 |
|
|
|
25 |
|
|
|
61 |
|
|
|
50 |
|
|
|
(140 |
) |
|
|
(28 |
) |
- provisions1) |
|
|
2,696 |
|
|
|
241 |
|
|
|
55 |
|
|
|
285 |
|
|
|
146 |
|
|
|
807 |
|
|
|
1,162 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted
investees |
|
|
2,978 |
|
|
|
74 |
|
|
|
|
|
|
|
36 |
|
|
|
8 |
|
|
|
2,834 |
|
|
|
26 |
|
- other non-current financial assets |
|
|
8,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,056 |
|
- securities |
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192 |
|
- deferred tax assets |
|
|
1,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,653 |
|
- liquid assets |
|
|
6,023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,023 |
|
|
|
|
38,497 |
|
|
|
6,386 |
|
|
|
2,413 |
|
|
|
2,543 |
|
|
|
3,720 |
|
|
|
4,423 |
|
|
|
19,012 |
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
5,679 |
|
|
|
3,400 |
|
|
|
370 |
|
|
|
(296 |
) |
|
|
2,491 |
|
|
|
272 |
|
|
|
(558 |
) |
Eliminate liabilities comprised in
NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/ liabilities |
|
|
8,498 |
|
|
|
1,712 |
|
|
|
456 |
|
|
|
2,540 |
|
|
|
956 |
|
|
|
1,017 |
|
|
|
1,817 |
|
- intercompany accounts |
|
|
|
|
|
|
34 |
|
|
|
13 |
|
|
|
64 |
|
|
|
42 |
|
|
|
(100 |
) |
|
|
(53 |
) |
- provisions2) |
|
|
2,385 |
|
|
|
299 |
|
|
|
57 |
|
|
|
335 |
|
|
|
134 |
|
|
|
582 |
|
|
|
978 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted
investees |
|
|
5,342 |
|
|
|
66 |
|
|
|
|
|
|
|
22 |
|
|
|
20 |
|
|
|
5,179 |
|
|
|
55 |
|
- other non-current financial assets |
|
|
730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
730 |
|
- deferred tax assets |
|
|
2,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,005 |
|
- liquid assets |
|
|
5,293 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,293 |
|
|
|
|
29,932 |
|
|
|
5,511 |
|
|
|
896 |
|
|
|
2,665 |
|
|
|
3,643 |
|
|
|
6,950 |
|
|
|
10,267 |
|
Discontinued operations |
|
|
3,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
4,524 |
|
|
|
2,862 |
|
|
|
393 |
|
|
|
(161 |
) |
|
|
1,493 |
|
|
|
117 |
|
|
|
(180 |
) |
Eliminate liabilities comprised in
NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/ liabilities |
|
|
7,186 |
|
|
|
1,492 |
|
|
|
353 |
|
|
|
2,162 |
|
|
|
710 |
|
|
|
1,120 |
|
|
|
1,349 |
|
- intercompany accounts |
|
|
|
|
|
|
35 |
|
|
|
10 |
|
|
|
62 |
|
|
|
26 |
|
|
|
(115 |
) |
|
|
(18 |
) |
- provisions3) |
|
|
2,445 |
|
|
|
240 |
|
|
|
60 |
|
|
|
314 |
|
|
|
138 |
|
|
|
619 |
|
|
|
1,074 |
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted
investees |
|
|
5,284 |
|
|
|
46 |
|
|
|
|
|
|
|
19 |
|
|
|
46 |
|
|
|
5,173 |
|
|
|
|
|
- other non-current financial assets |
|
|
956 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
956 |
|
- deferred tax assets |
|
|
1,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,797 |
|
- liquid assets |
|
|
4,349 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,349 |
|
|
|
|
26,541 |
|
|
|
4,675 |
|
|
|
816 |
|
|
|
2,396 |
|
|
|
2,413 |
|
|
|
6,914 |
|
|
|
9,327 |
|
Discontinued operations |
|
|
4,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,739 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1) |
|
provisions on balance sheet EUR 3,325 million excl. deferred tax liabilities EUR 629 million |
|
2) |
|
provisions on balance sheet EUR 2,710 million excl. deferred tax liabilities EUR 325 million |
|
3) |
|
provisions on balance sheet EUR 2,673 million excl. deferred tax liabilities EUR 228 million |
Philips Annual Report 2006 225
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Corporate governance of the Philips Group
General
Koninklijke Philips Electronics N.V., a
company organized under Dutch law (the
Company), is the parent company of the
Philips Group (Philips or the Group). The
Company, which started as a limited
partnership with the name Philips & Co in
1891, was converted into the company with
limited liability N.V. Philips
Gloeilampenfabrieken on September 11, 1912.
On May 6, 1994 the name was changed to
Philips Electronics N.V., and on April 1,
1998 the name was changed to Koninklijke
Philips Electronics N.V. Its shares have been
listed on the Amsterdam Stock Exchange
Euronext Amsterdam since 1913. The shares
have been traded in the United States since
1962 and have been listed on the New York
Stock Exchange since 1987.
Over the last decades the Company has pursued a
consistent policy to enhance and improve its
corporate governance in line with US, Dutch and
international (codes of) best practices. The
Company has incorporated a fair disclosure
practice in its investor relations
policy, has strengthened the accountability of
its executive management and its independent
supervisory directors, and has increased the
rights and powers of shareholders and the
communication with investors. The Company is
required to comply with, inter alia, Dutch
Corporate Governance rules, the US
Sarbanes-Oxley Act, New York Stock Exchange
rules and related regulations, insofar as
applicable to the Company. A summary of
significant differences between the Companys
corporate governance structure and the New York
Stock Exchange corporate governance standards
is published on the Companys website
(www.philips.com/investor).
In this report, the Company addresses its
overall corporate governance structure and
states to what extent it applies the provisions
of the Dutch Corporate Governance Code of
December 9, 2003 (the Dutch Corporate
Governance Code). The Supervisory Board and
the Board of Management, which are responsible
for the corporate governance structure of the
Company, are of the opinion that the vast
majority of the principles and best practice
provisions of the Dutch Corporate Governance
Code that are addressed to the Board of
Management and the Supervisory Board,
interpreted and implemented in line with the
best practices followed by the Company, are
being applied. Some recommendations are not
(fully) applied, and the reasons for these
deviations are set out hereinafter. Deviations
from aspects of the corporate governance
structure of the Company that are described in
this report, when deemed necessary in the
interests of the Company, will be disclosed in
the Annual Report. Substantial changes in the
Companys corporate governance structure
including substantial amendments to the Rules
of Procedure of the Supervisory Board and the
Board of Management respectively and in the
Companys compliance with the Dutch Corporate
Governance Code shall be submitted to the
General Meeting of Shareholders for discussion
under a separate agenda item.
Also in connection with the implementation of
the Dutch Corporate Governance Code and new
Dutch legislation, the 2005 General Meeting of
Shareholders resolved to amend
the articles of association of the Company.
Pursuant to the amendment of the articles of
association, the Companys priority shares have
been withdrawn and the thresholds for
overruling the binding recommendation for
appointments of members of the Board of
Management and the Supervisory Board have been
changed. Furthermore the articles of
association now also contain detailed
provisions on dealing with conflicts of
interests of members of the Board of Management
and stipulate that resolutions that are so
far-reaching that they would significantly
change the identity or nature of the Company or
the enterprise shall be subject to the approval
of the General Meeting of Shareholders.
Board of Management
General
The executive management of Philips is
entrusted to its Board of Management under the
chairmanship of the President/Chief Executive
Officer and consists of at least three members
(currently six). The members of the Board of
Management have collective powers and
responsibilities. They share responsibility
for the management of the Company, the
deployment of its strategy and policies, and
the achievement of its objectives and results.
The Board of Management has, for practical
purposes, adopted a division of
responsibilities indicating the functional and
business areas monitored and reviewed by the
individual members. According to the Companys
corporate objectives and Dutch law, the Board
of Management is guided by the interests of
the Company and its affiliated enterprises
within the Group, taking into consideration
the interests of the Companys stakeholders,
and is accountable for the performance of its
assignment to the Supervisory Board and the
General Meeting of Shareholders. The Board of
Management follows its own Rules of Procedure,
which set forth procedures for meetings,
resolutions, minutes and (vice) chairmanship.
These Rules of Procedure are published on the
Companys website.
(Term of) Appointment, individual data
and conflicts of interests
Members of the Board of Management and the
President/CEO are elected by the General
Meeting of Shareholders upon a binding
recommendation drawn up by the Supervisory
Board after consultation with the
President/CEO. This binding recommendation may
be overruled by a resolution of the General
Meeting of Shareholders adopted by a simple
majority of the votes cast and representing at
least one-third of the issued share capital.
If a simple majority of the votes cast is in
favor of the resolution to overrule the
binding recommendation, but such majority does
not represent at least one-third of the issued
share capital, a new meeting may be convened
at which the resolution may be passed by a
simple majority of the votes cast, regardless
of the portion of the issued share capital
represented by such majority.
Members of the Board of Management and the
President/CEO are appointed for a maximum
term of four years, it being understood that
this maximum term expires at the end of the
General Meeting of Shareholders to be held in
the fourth year after the year of their
appointment. Reappointment is possible for
consecutive maximum terms of four years or,
if applicable, until a later retirement date
or other contractual termination date in the
fourth year, unless the General Meeting of
Shareholders resolves otherwise. Members may
be suspended by the Supervisory Board and the
General Meeting of Shareholders and dismissed
by the latter.
Individual data on the members of the Board of
Management are published in the chapter Our
leadership of this Annual Report, and updated
on the Companys website. The acceptance by a
member of the Board of Management of membership
of the supervisory board
226 Philips
Annual Report 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
of another company requires the approval of the
Supervisory Board. The Supervisory Board is
required to be notified of other important
positions (to be) held by a member of the Board
of Management. No member of the Board of
Management holds more than two supervisory
board memberships of listed companies, or is a
chairman of such supervisory board, other than
of a Group company.
The Company has formalized its rules to avoid
conflicts of interests between the Company and
members of the Board of Management. The
articles of association state that in the event
of a legal act or a lawsuit between the Company
and a member of the Board of Management,
certain of such members relatives, or certain
(legal) entities in which a member of the Board
of Management has an interest, and insofar as
the legal act is of material significance to
the Company and/or to the respective member of
the Board of Management, the respective member
of the Board of Management shall not take part
in the decision-making in respect of the
lawsuit or the legal act. Resolutions
concerning such legal acts or lawsuits require
the approval of the Supervisory Board.
Legal acts as referred to above shall be
mentioned in the Annual Report for the
financial year in question. The Rules of
Procedure of the Board of Management
establish further rules on the reporting of
(potential) conflicts of interests. No legal
acts as referred to above have occurred
during the financial year 2006.
Relationship between Board of Management and Supervisory Board
The Board of Management is supervised by the
Supervisory Board and provides the latter
with all information the Supervisory Board
needs to fulfill its own responsibilities.
Major decisions of the Board of Management
require the approval of the Supervisory
Board; these include decisions concerning (a)
the operational and financial objectives of
the Company, (b) the strategy designed to
achieve the objectives, and, if necessary,
(c) the parameters to be applied in relation
to the strategy.
Risk management approach
The Board of Management is responsible for
ensuring that the Company complies with all
relevant legislation and regulations. It is
responsible for proper financing of the Company
and the management of the risks that the
Company is facing. It reports on and accounts
for internal risk management and control
systems to the Supervisory Board and its Audit
Committee. Risk factors and the risk
management approach including the internal
risk management and control system and the
certification thereof by the Board of
Management, as well as the sensitivity of the
Companys results to external factors and
variables are described in more detail in the
Annual Report. Within Philips, risk management
forms an integral part of business management.
The Companys risk and control policy is
designed to provide reasonable assurance that
strategic objectives are met by creating focus,
by integrating management control over the
Companys operations, by ensuring compliance
with legal requirements and by safeguarding the
reliability of the financial reporting and its
disclosures. The Companys risk management
approach is embedded in the periodic business
planning and review cycle. With respect to
financial reporting a structured
self-assessment and monitoring process is used
company-wide to assess, document, review and
monitor compliance with internal control over
financial reporting. On the basis of risk
assessments, operating division and business
management determines the risks related to the
achievement of business objectives and
appropriate risk responses in relation to
business processes and objectives.
The Board of Management is responsible for
internal control in the Company and has
implemented a risk management and control
system that is designed to ensure that
significant risks are identified and to
monitor the realization of operational and
financial objectives of the Company.
Furthermore the system is designed to ensure
compliance with relevant laws and regulations.
The Company has designed its internal control
system in accordance with the recommendations
of the Committee of Sponsoring Organizations
of the Treadway Commission (COSO), which
recommendations are aimed at providing a
reasonable level of assurance.
The Companys risk management and internal
control system is designed to determine risks
in relation to the achievement of operational
and financial business objectives and
appropriate risk responses. The most important
risks identified, as well as the structure of
the aforesaid risk management and internal
control system, are discussed in the chapter
Risk management of this Annual
Report. Significant changes and improvements in
the Companys risk management and internal
control system are disclosed in that chapter
and have been discussed with the Supervisory
Boards Audit Committee and the external
auditor.
Internal representations received from
management, regular management reviews, reviews
of the design and implementation of the
Companys risk management approach and reviews
in business and functional audit committees are
integral parts of the Companys risk management
approach. On the basis thereof, the Board of
Management confirms that internal controls over
financial reporting provide a reasonable level
of assurance that the financial reporting does
not contain any material inaccuracies, and
confirms that these controls have properly
functioned in 2006 and that there are no
indications that they will not continue to do
so. The financial statements fairly represent
the financial condition and result of
operations of the Company and provide the
required disclosures.
It should be noted that the above does not
imply that these systems and procedures provide
certainty as to the realization of operational
and financial business objectives, nor can they
prevent all misstatements, inaccuracies,
errors, fraud and noncompliances with rules and
regulations.
In view of all of the above the Board of
Management believes that it is in compliance
with the requirements of recommendation II.1.4.
of the Dutch Corporate Governance Code, taking
into account the recommendation of the
Corporate Governance Code Monitoring Committee
in its 2005-report on the application thereof.
This statement cannot be construed as a
statement in accordance with the requirements
of section 404 of the US Sarbanes-Oxley Act.
Such statement is set forth in the section
Managements report on internal control over
financial reporting of this Annual Report.
Philips has a financial code of ethics which
applies to certain senior officers, including
the CEO and CFO, and to employees performing
an accounting or financial function (the
financial code of ethics has been published
on the Companys website). The Company,
through the Supervisory
Boards Audit Committee, also has appropriate
procedures in place for the receipt,
retention and treatment of complaints
received by the Company regarding accounting,
internal accounting controls or auditing
matters and the confidential, anonymous
submission by employees of concerns regarding
questionable accounting or auditing matters.
Internal whistleblowers have the
opportunity, without jeopardizing their
position, to report on irregularities of a
general, operational or financial nature and
to report complaints about members of the
Board of Management to the Chairman of the
Supervisory Board.
In view of the requirements under the US
Securities Exchange Act, procedures are in
place to enable the CEO and the CFO to
provide certifications with respect to the
Annual Report on Form 20-F (which
incorporates major parts of the Annual
Report).
A Disclosure Committee is in place, which
advises the various officers and departments
involved, including the CEO and the CFO, on
the timely review, publication and filing of
periodic and current (financial) reports.
Apart from the certification by the CEO and
CFO under US law, each individual member of
the Supervisory Board and the Board of
Management must under Dutch law, sign the
financial statements being disclosed and
submitted to the General Meeting of
Shareholders for adoption. If one or more of
their signatures is missing, this shall be
stated, and the reasons given for this.
Amount and composition of the remuneration of the Board of Management
The remuneration of the individual members of
the Board of Management is determined by the
Supervisory Board on the proposal of the
Remuneration Committee of the Supervisory
Board, and is consistent with the policies
thereon as adopted by the General Meeting of
Shareholders. The remuneration policy
applicable to
Philips
Annual Report 2006 227
|
|
|
|
|
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
the Board of Management was adopted by the
2004 General Meeting of Shareholders, and
lastly amended by the 2006 General Meeting of
Shareholders and is published on the Companys
website. A full and detailed description of
the composition of the remuneration of the
individual members of the Board of Management
is included in the chapter Report of the
Supervisory Board of this Annual Report and
other parts of this Annual Report.
The remuneration structure, including severance
pay, is such that it promotes the interests of
the Company in the medium and long-term, does
not encourage members of the Board of
Management to act in their own interests and
neglect the interests of the Company, and does
not reward failing members of the Board of
Management upon termination of their
employment. The level and structure of
remuneration shall be determined in the light
of factors such as the results, the share price
performance and other developments relevant to
the Company.
The main elements of the contract of employment
of a new member of the Board of Management
including the amount of the (fixed) base
salary, the structure and amount of the
variable remuneration component, any severance
plan, pension arrangements and the general
performance criteria shall be made public no
later than at the time of issuance of the
notice convening the General Meeting of
Shareholders in which a proposal for
appointment of that member of the Board of
Management has been placed on the agenda. From
August 1, 2003 onwards, for new members of the
Board of Management the term of their contract
of employment is set at a maximum period of
four years, and in case of termination,
severance payment is limited to a maximum of
one years base salary subject to mandatory
Dutch law, to the extent applicable; if the
maximum of one-years salary would be
manifestly unreasonable for a member of the
Board of Management who is dismissed during his
first term of office, the member of the Board
of Management shall be eligible for a severance
payment not exceeding twice the annual salary.
The Company does not grant personal loans,
guarantees or the like to members of the Board
of Management, and no such (remissions of)
loans and guarantees were granted to such
members in 2006, nor are outstanding as per
December 31, 2006.
In 2003, Philips adopted a Long-Term Incentive
Plan (LTIP or the Plan) consisting of a mix
of restricted shares and stock options for
members of the Board of Management, the Group
Management Committee, Philips executives and
other key employees. This Plan was approved by
the 2003 General Meeting of Shareholders.
Future substantial changes to the Plan
applicable to members of the Board of
Management will be submitted to the General
Meeting of Shareholders for approval. As from
2002, the Company grants fixed stock options
that expire after ten years to members of the
Board of Management (and other grantees). The
options vest after three years and may not be
exercised in the first three years after they
have been granted. Options are granted at fair
market value, based on the closing price of
Euronext Amsterdam on the date of grant, and
neither the exercise price nor the other
conditions regarding the granted options can be
modified during the term of the options, except
in certain exceptional circumstances in
accordance with established market practice.
The value of the options granted to members of
the Board of Management and other personnel and
the method followed in calculating this value
are stated in the notes to the annual accounts.
Philips is one of the first companies to have
introduced restricted shares as part of the
LTIP. A grantee will receive the restricted
shares in three equal installments in three
successive years, provided he/she is still with
Philips on the respective delivery dates. If
the grantee still holds the shares after three
years from the delivery date, Philips will
grant 20% additional (premium) shares, provided
he/she is still with Philips. The Plan is
designed to stimulate long-term investment in
Philips shares. To further align the interests
of members of the Board of Management and
shareholders, restricted shares granted to
these members of the Board of Management shall
be retained for a period of at least five
years, instead for a period of three years, or
until at least the end of employment, if this
period is shorter.
The actual number of long-term incentives
(both stock options and restricted shares)
that are to be granted to the members of the
Board of Management will be determined by the
Supervisory Board and depends on the
achievement of the set team targets in the
areas of responsibility monitored by the
individual members of the Board of
Management and on the share performance of
Philips. The share
performance of Philips is measured on the basis
of the Philips Total Shareholder Return (TSR)
compared to the TSR of a peer group of 24
leading multinational electronics/electrical
equipment companies over a three-year period;
the composition of this group is described in
the chapter Report of the Supervisory Board of
this Annual Report. The TSR performance of
Philips and the companies in the peer group is
divided into quintiles. Based on this relative
TSR position at the end of December, the
Supervisory Board establishes a multiplier
which varies from 0.8 to 1.2 and depends on the
quintile in which the Philips TSR result falls.
Every individual grant, the size of which
depends on the positions and performance of the
individuals, will be multiplied by the
multiplier.
Members of the Board of Management hold shares
in the Company for the purpose of long-term
investment and are required to refrain from
short-term transactions in Philips securities.
According to the Philips Rules of Conduct on
Inside Information, members of the Board of
Management are only allowed to trade in Philips
securities (including the exercise of stock
options) during windows of ten business days
following the publication of annual and
quarterly results (provided the person involved
has no inside information regarding Philips
at that time) unless an exemption is available.
Furthermore, the Rules of Procedure of the
Board of Management contain provisions
concerning ownership of and transactions in
non-Philips securities by members of the Board
of Management and the annual notification to
the Philips Compliance Officer of any changes
in a members holdings of securities related to
Dutch listed companies. In order to avoid the
impression that the Company should or could
take corrective action in respect of a certain
transaction in securities in another company by
a member of the Board of Management and the
unnecessary administrative burden, the
Supervisory Board and the Board of Management
consider this annual notification to be in line
with best practices and sufficient to reach an
adequate level of transparency; however, it
does not fully comply with the Dutch Corporate
Governance Code recommendation II.2.6 which
requires notification on a quarterly basis.
Members of the Board of Management
are prohibited from trading, directly or
indirectly, in securities in any of the
companies belonging to the above mentioned peer
group of 24 leading multinational electronics /
electrical companies.
Indemnification of members of the Board of
Management and Supervisory Board
Unless the law provides otherwise, the members
of the Board of Management and of the
Supervisory Board shall be reimbursed by the
Company for various costs and expenses, such as
the reasonable costs of defending claims, as
formalized in the articles of association.
Under certain circumstances, described in the
articles of association, such as an act or
failure to act by a member of the Board of
Management or a member of the Supervisory Board
that can be characterized as intentional
(opzettelijk), intentionally reckless
(bewust roekeloos) or seriously culpable
(ernstig verwijtbaar), there will be no
entitlement to this reimbursement. The Company
has also taken out liability insurance (D&O
Directors & Officers) for the persons
concerned.
Supervisory Board
General
The Supervisory Board supervises the policies
of the Board of Management and the general
course of affairs of Philips and advises the
executive management thereon. The Supervisory
Board, in the two-tier corporate structure
under Dutch law, is a separate body that is
independent of the Board of Management. Its
independent character is also reflected in the
requirement that members of the Supervisory
Board can be neither a member of the Board of
Management nor an employee of the Company. The
Supervisory Board considers all its members to
be independent under the applicable US
Securities and Exchange Commission standards
and pursuant to the Dutch Corporate Governance
Code.
The Supervisory Board, acting in the interests
of the Company and the Group and taking into
account the relevant interest of the Companys
stakeholders, supervises and advises the Board
of Management in performing its management
tasks and setting the direction of
the Groups business, including (a) achievement
of the Companys objectives, (b) corporate
strategy and the risks inherent in the business
activities, (c) the structure and operation of
the internal risk management and control
systems, (d) the financial reporting process,
and (e) compliance with legislation and
regulations. Major management decisions and the
Groups
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strategy are discussed with and approved by the
Supervisory Board. In its report, the
Supervisory Board describes its activities in
the financial year, the number of committee
meetings and the main items discussed.
Rules of Procedure of the Supervisory Board
The Supervisory Boards Rules of Procedure set
forth its own governance rules (including
meetings, items to be discussed, resolutions,
appointment and re-election, committees,
conflicts of interests, trading in securities,
profile of the Supervisory Board). Its
composition follows the profile, which aims for
an appropriate combination of knowledge and
experience among its members encompassing
marketing, technological, manufacturing,
financial, economic, social and legal aspects
of international business and government and
public administration in relation to the global
and multi-product character of the Groups
businesses. The Supervisory Board further aims
to have available appropriate experience within
Philips by having one former Philips executive
as a member. In line with US and Dutch best
practices, the Chairman of the Supervisory
Board should be independent under the
applicable US standards and pursuant to the
Dutch Corporate Governance Code; because this
provision does not exclude a former Philips
executive from being Chairman of the
Supervisory Board, but only if he or she meets
these standards, it is not fully in line with
recommendation III.4.2 of the Dutch Corporate
Governance Code. Under certain circumstances
and in view of the position and
responsibilities of the Chairman of the
Supervisory Board it could be in the best
interests of the Company that a member of the
Board of Management, who resigned such
position more than five years ago, be Chairman
of the Supervisory Board.
The Rules of Procedure of the Supervisory
Board are published on the Companys website.
They include the charters of its committees,
to which the plenary Supervisory Board, while
retaining overall responsibility, has assigned
certain tasks: the Corporate Governance and
Nomination & Selection Committee, the Audit
Committee and the Remuneration Committee. A
maximum of one member of each committee need
not be independent as defined by the Dutch
Corporate Governance Code. Each committee
reports, and submits its minutes for
information, to the Supervisory Board.
The Supervisory Board is assisted by the
General Secretary of the Company. The General
Secretary sees to it that correct procedures
are followed and that the Supervisory Board
acts in accordance with its statutory
obligations and its obligations under the
articles of association. Furthermore the
General Secretary assists the Chairman of the
Supervisory Board in the actual organization
of the affairs of the Supervisory Board
(information, agenda, evaluation, introductory
program) and is the contact person for
interested parties who want to make concerns
known to the Supervisory Board. The General
Secretary shall, either on the recommendation
of the Supervisory Board or otherwise, be
appointed by the Board of Management and may
be dismissed by the Board of Management, after
the approval of the Supervisory Board has been
obtained.
(Term of) Appointment, individual
data and conflicts of interests
The Supervisory Board consists of at least
three members (currently ten), including a
Chairman, Vice-Chairman and Secretary. The
so-called Dutch structure regime does not
apply to the Company itself. Members are
currently elected by the General Meeting of
Shareholders for fixed terms of four years,
upon a binding recommendation from the
Supervisory Board. According to the Companys
articles of association, this binding
recommendation may be overruled by a resolution
of the General Meeting of Shareholders adopted
by a simple majority of the votes cast and
representing at least one-third of the issued
share capital. If a simple
majority of the votes cast is in favor of the
resolution to overrule the binding
recommendation, but such majority does not
represent at least one-third of the issued
share capital, a new meeting may be convened at
which the resolution may be passed by a simple
majority of the votes cast, regardless of the
portion of the issued share capital represented
by such majority.
Members may be suspended by the Supervisory
Board and the General Meeting of Shareholders
and dismissed by the latter. In the event of
inadequate performance, structural
incompatibility of interests, and in other
instances in which resignation is deemed
necessary in the opinion of the Supervisory
Board, the Supervisory Board shall submit
to the General Meeting of Shareholders a
proposal to dismiss the respective member of
the Supervisory Board. There is no age limit
applicable, and members may be re-elected
twice. The date of expiration of the terms of
Supervisory Board members is put on the
Companys website. Individual data on the
members of the Supervisory Board are published
in the Annual Report, and updated on the
Companys website.
After their appointment, all members of the
Supervisory Board shall follow an introductory
program, which covers general financial and
legal affairs, financial reporting by the
Company, any specific aspects that are unique
to the Company and its business activities,
and the responsibilities of a Supervisory
Board member. Any need for further training or
education of members will be reviewed
annually, also on the basis of an annual
evaluation survey.
In accordance with policies adopted by the
Supervisory Board, no member of the
Supervisory Board shall hold more than
five supervisory board memberships of
Dutch listed companies, the chairmanship
of a supervisory board counting as two
regular memberships.
In compliance with the Dutch Corporate
Governance Code, the Company has formalized
strict rules to avoid conflicts of interests
between the Company and members of the
Supervisory Board; all information about a
conflict of interests situation is to be
provided to the Chairman of the Supervisory
Board. No decisions to enter
into material transactions in which there are
conflicts of interest with members of the
Supervisory Board have occurred during the
financial year 2006.
Meetings of the Supervisory Board
The Supervisory Board meets at least six times
per year, including a meeting on strategy. The
Supervisory Board, on the advice of its Audit
Committee, also discusses, in any event at
least once a year, the risks of the business,
and the result of the assessment by the Board
of Management of the structure and operation of
the internal risk management and control
systems, as well as any significant changes
thereto. The members of the Board of Management
attend meetings of the Supervisory Board except
in matters such as the desired profile,
composition and competence of the Supervisory
Board, the Board of Management and the Group
Management Committee, as well as the
remuneration and performance of individual
members of the Board of Management and the
Group Management Committee and the conclusions
that must be drawn on the basis thereof. In
addition to these items, the Supervisory Board,
being responsible for the quality of its own
performance, discusses, at least once a year on
its own, without the members of the Board of
Management being present, both its own
functioning and that of the individual members,
and the conclusions that must be drawn on the
basis thereof. The President/ CEO and other
members of the Board of Management have regular
contacts with the Chairman and other members of
the Supervisory Board. The Board of Management
is required to keep the Supervisory Board
informed of all facts and developments
concerning Philips that the Supervisory Board
may need in order to function as required and
to properly carry out its duties, to consult it
on important matters and to submit certain
important decisions to it for its prior
approval. The Supervisory Board and its
individual members each have their own
responsibility to request from the Board of
Management and the external auditor all
information that the Supervisory Board needs in
order to be able to carry out its duties
properly as a supervisory body. If the
Supervisory Board considers it necessary, it
may obtain information from officers and
external advisers of the Company. The Company
provides the necessary means for this purpose.
The Supervisory Board may
also require that certain officers and external
advisers attend its meetings.
The Chairman of the Supervisory Board
The Supervisory Boards Chairman will see to it
that: (a) the members of the Supervisory Board
follow their introductory program, (b) the
members of the Supervisory Board receive in
good time all information which is necessary
for the proper performance of their duties, (c)
there is sufficient time for consultation and
decision-making by the Supervisory Board, (d)
the committees of the Supervisory Board
function properly, (e) the performance of the
Board of Management members and Supervisory
Board members is assessed at least once a year,
and (f) the Supervisory Board elects a
Vice-Chairman.
Philips
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Remuneration of the Supervisory Board and share ownership
The remuneration of the individual members of
the Supervisory Board, as well as the
additional remuneration for its Chairman and
the members of its committees is determined by
the General Meeting of Shareholders. The
remuneration of a Supervisory Board member is
not dependent on the results of the Company.
Further details are published in the chapter
Report of the Supervisory Board of this Annual
Report. The Company shall not grant its
Supervisory Board members any personal loans,
guarantees or similar arrangements. No such
(remissions of) loans and guarantees were
granted to such members in 2006, nor were any
outstanding as per December 31, 2006.
Shares or rights to shares shall not be
granted to a Supervisory Board member. In
accordance with the Rules of Procedure of the
Supervisory Board, any shares in the Company
held by a Supervisory Board member are
long-term investments. The Supervisory Board
has adopted a policy on ownership (and
notification) of transactions in non-Philips
securities by members of the Supervisory
Board. This policy is included in the Rules of
Procedure of the Supervisory Board. In order
to avoid the impression that the Company
should or could take corrective action in
respect of a certain transaction in
securities in another company by a member of
the Supervisory Board and the unnecessary
administrative burden, the Supervisory Board
considers an annual notification of changes in
a members holdings of securities related to
Dutch listed companies to the Philips
Compliance Officer to be in line with best
practices and sufficient to reach an adequate
level of transparency; however, it is not
fully in compliance with the Dutch Corporate
Governance Code, recommendation III.7.3, which
requires notification on a quarterly basis.
The Corporate Governance and
Nomination & Selection Committee
The Corporate Governance and Nomination &
Selection Committee consists of at least the
Chairman and Vice-Chairman of the Supervisory
Board. The Committee reviews the corporate
governance principles applicable to the Company
at least once a year, and advises the
Supervisory Board on any changes to these
principles as it deems appropriate. It also (a)
draws up selection criteria and appointment
procedures for members of the Supervisory
Board, the Board of Management and the Group
Management Committee; (b) periodically assesses
the size and composition of the Supervisory
Board, the Board of Management and the Group
Management Committee, and makes the proposals
for a composition profile of the Supervisory
Board, if appropriate; (c) periodically
assesses the functioning of individual members
of the Supervisory Board, the Board of
Management and the Group Management Committee,
and reports on this to the Supervisory Board.
The Committee also consults with the
President/CEO and the Board of Management on
candidates to fill vacancies on the Supervisory
Board, the Board of Management and the Group
Management Committee, and advises the
Supervisory Board on the candidates for
appointment. It further supervises the policy
of the Board of Management on the selection
criteria and appointment procedures for Philips
Executives.
The Remuneration Committee
The Remuneration Committee meets at least
twice a year and is responsible for preparing
decisions of the Supervisory Board on the
remuneration of individual members of the
Board of Management and the Group Management
Committee. It drafts the proposal for the
remuneration policy to be adopted by the
Supervisory Board for the remuneration of the
members of the Board of Management and the
Group Management Committee.
The Remuneration Committee prepares an annual
remuneration report. The remuneration report
contains an account of the manner in which the
remuneration policy has been implemented in
the past financial year, as well as an
overview of the implementation of the
remuneration policy planned by the Supervisory
Board for the next years. The Supervisory
Board aims to have appropriate experience
available within the Remuneration Committee.
Although currently these functions are not
combined, the Supervisory Board is of the
opinion that, considering the functions and
tasks of the Chairman of the Remuneration
Committee and the position and
responsibilities of the Chairman of the
Supervisory Board, it could be desirable that
these functions may be combined in view of the
role of the Chairman of the Remuneration
Committee towards the President/CEO and other
members of the Board of Management in the
procedures for determining the remuneration
policy and the remuneration of the individual
members of the Board of Management. No more
than one member of the Remuneration Committee
shall be an executive board member of another
Dutch listed company.
In performing its duties and responsibilities
the Remuneration Committee is assisted by a
remuneration expert acting on the basis of a
protocol ensuring that the expert acts on the
instructions of the Remuneration Committee and
on an independent basis in which conflicts of
interests are avoided.
The Audit Committee
The Audit Committee meets at least four times
a year, before the publication of the annual
and quarterly results. At least one of the
members of the Audit Committee, which
currently consists of four members of the
Supervisory Board, is a financial expert as
set out in the Dutch Corporate Governance Code
and each member is financially literate. In
accordance with this code, a financial expert
has relevant knowledge and experience of
financial administration and accounting at the
company in question. The Supervisory Board
considers the fact of being compliant with the
Dutch Corporate Governance Code, in
combination with the knowledge and experience
available in the Audit Committee as well as
the possibility to take advice from internal
and external experts and advisors, to be
sufficient for the fulfillment of the tasks
and responsibilities of the Audit Committee.
The Supervisory Board has determined that none
of the members of the Audit Committee is
designated as an Audit Committee financial
expert as defined under the regulations of the
US Securities and Exchange Commission. The
Audit Committee may not be chaired by the
Chairman of the Supervisory Board or by a
(former) member of the Board of Management.
The tasks and functions of the Audit
Committee, as described in its charter, which
is published on the Companys website as part
of the Rules of Procedure of the Supervisory
Board, include the duties recommended in the
Dutch Corporate Governance Code. More
specifically, the Audit Committee assists the
Supervisory Board in fulfilling its oversight
responsibilities for the integrity of the
Companys financial statements, the financial
reporting process, the system of internal
business controls and risk management, the
internal and external audit process, the
internal and external auditors
qualifications, its independence and its
performance, as well as the Companys process
for monitoring compliance with laws and
regulations and the General Business
Principles (GBP). It reviews the Companys
annual and interim financial statements,
including non-financial information, prior to
publication and advises the Supervisory Board
on the adequacy and appropriateness of
internal control policies and internal audit
programs and their findings.
In reviewing the Companys annual and interim
statements, including non-financial
information, and advising the Supervisory Board
on internal control policies and internal audit
programs, the Audit Committee reviews matters
relating to accounting policies and compliance
with accounting standards, compliance with
statutory and legal requirements and
regulations, particularly in
the financial domain. Important findings and
identified risks are examined thoroughly by the
Audit Committee in order to allow appropriate
measures to be taken. With regard to the
internal audit, the Audit Committee, in
cooperation with the external auditor, reviews
the internal audit charter, audit plan, audit
scope and its coverage in relation to the scope
of the external audit, staffing, independence
and organizational structure of the internal
audit function.
With regard to the external audit, the Audit
Committee reviews the proposed audit scope,
approach and fees, the independence of the
external auditor, its performance and its
(re-)appointment, audit and permitted
non-audit services provided by the external
auditor in conformity with the Philips Policy
on Auditor Independence, as well as any
changes to this policy. The Audit Committee
also considers the report of the external
auditor and its report with respect to the
annual financial statements. According to the
procedures, the Audit
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in the last ten years |
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Committee acts as the principal contact for
the external auditor if the auditor discovers
irregularities in the content of the financial
reports. It also advises on the Supervisory
Boards statement to shareholders in the
annual accounts. The Audit Committee
periodically discusses the Companys policy on
business controls, the GBP including the
deployment thereof, overviews on tax, IT,
litigation, environmental exposures, financial
exposures in the area of treasury, real
estate, pensions, and the Companys major
areas of risk. The Companys external auditor
attends all Committee meetings and the Audit
Committee meets separately at least on a
quarterly basis with each of the
President/CEO, the CFO, the internal auditor
and the external auditor.
Group Management Committee
The Group Management Committee consists of the
members of the Board of Management and certain
key officers. Members other than
members of the Board of Management are
appointed by the Supervisory Board. The task
of the Group Management Committee, the highest
consultative body within Philips, is to ensure
that business issues and practices are shared
across Philips and to implement common
policies.
General
Meeting of Shareholders
General
A General Meeting of Shareholders is held at
least once a year to discuss the Annual Report,
including the report of the Board of
Management, the annual financial statements
with explanation and appendices, and the Report
of the Supervisory Board, any proposal
concerning dividends or other distributions,
the appointment of members of the Board of
Management and Supervisory Board (if any),
important management decisions as required by
Dutch law, and any other matters proposed by
the Supervisory Board, the Board of Management
or shareholders in accordance with the
provisions of the Companys articles of
association. As a separate agenda item and in
application of Dutch law, the General Meeting
of Shareholders discusses the discharge of the
members of the Board of Management and the
Supervisory Board from responsibility for the
performance of their respective duties in the
preceding financial year. However, this
discharge only covers matters that are known to
the Company and the shareholders when the
resolution is adopted. The General Meeting of
Shareholders is held in Eindhoven, Amsterdam,
Rotterdam or The Hague no later than six months
after the end of the financial year.
Meetings are convened by public notice and by
letter, or, insofar as permitted by law, by the
use of electronic means of communication, to
registered shareholders. Extraordinary General
Meetings of Shareholders may be convened by the
Supervisory Board or the Board of Management if
deemed necessary and must be held if
shareholders jointly representing at least 10%
of the outstanding share capital make a written
request to that effect to the Supervisory Board
and the Board of Management, specifying in
detail the business to be dealt with. The
agenda of the General Meeting of Shareholders
shall contain such business as may be placed
thereon by the Board of Management or the
Supervisory Board, and agenda items will be
explained
where necessary in writing. In accordance with
the articles of association and Dutch law,
requests from shareholders for items to be
included on the agenda will generally be
honored, subject to the Companys rights to
refuse to include the requested agenda item
under Dutch law, provided that such requests
are made in writing at least 60 days before a
General Meeting of Shareholders to the Board of
Management and the Supervisory Board by
shareholders representing at least 1% of the
Companys outstanding capital or, according to
the official price list of Euronext Amsterdam
N.V., representing a value of at least 50
million euros.
Main powers of the General Meeting of Shareholders
All outstanding shares carry voting rights. The
main powers of the General Meeting of
Shareholders are to appoint, suspend and
dismiss members of the Board of Management and
of the Supervisory Board, to adopt the annual
accounts, declare dividends and to discharge
the Board of Management and the Supervisory
Board from responsibility for the performance
of their respective duties for the previous
financial year, to appoint the external auditor
as required by Dutch law, to adopt
amendments to the articles of association and
proposals to dissolve or liquidate the Company,
to issue shares or rights to shares, to
restrict or exclude
pre-emptive rights of
shareholders and to repurchase or cancel
outstanding shares. Following common corporate
practice in the Netherlands, the Company each
year requests limited authorization to issue
(rights to) shares, to restrict or exclude
preemptive rights and to repurchase shares. The
General Meeting of Shareholders has resolved to
authorize the Board of Management subject to
the approval of the Supervisory Board to (i)
acquire shares in the Company within the limits
of the Articles of Association and within a
certain price range until April 26, 2008, and
(ii) issue shares or grant rights to acquire
shares in the Company as well as to restrict or
exclude the pre-emption right accruing to
shareholders until September 30, 2007. The
latter authorization is limited to a maximum of
10% of the number of shares issued plus 10% of
the issued capital in connection with or on the
occasion of mergers and acquisitions. In
compliance with Dutch law, decisions of the
Board of Management that are so
far-reaching
that they would greatly change the identity or
nature of the Company or the
business require the approval of the General
Meeting of Shareholders. This concerns
resolutions to (a) transfer the business of the
Company, or almost the entire business of the
Company, to a third party (b) enter into or
discontinue long-term cooperation by the
Company or a subsidiary with another legal
entity or company or as a fully liable partner
in a limited partnership or ordinary
partnership, if this cooperation or its
discontinuation is of material significance to
the Company or (c) acquire or dispose of a
participating interest in the capital of a
company to the value of at least one third of
the amount of the assets according to the
balance sheet and notes thereto or, if the
Company prepares a consolidated balance sheet,
according to the consolidated balance sheet and
notes thereto as published in the last adopted
annual accounts of the Company, by the Company
or one of its subsidiaries. Thus the Company
puts principle IV.1 of the Dutch Corporate
Governance Code into practice within the
framework of the articles of association and
Dutch law and in the manner as described in
this corporate governance report.
The Board of Management and Supervisory Board
are also accountable, at the Annual General
Meeting of Shareholders, for the policy on the
additions to reserves and dividends (the level
and purpose of the additions to reserves, the
amount of the dividend and the type of
dividend). This subject shall be dealt with and
explained as a separate agenda item at the
General Meeting of Shareholders. Philips aims
for a sustainable and stable dividend
distribution to shareholders in the long term.
A resolution to pay a dividend shall be dealt
with as a separate agenda item at the General
Meeting of Shareholders.
The Board of Management and the Supervisory
Board are required to provide the General
Meeting of Shareholders with all requested
information, unless this would be prejudicial
to an overriding interest of the Company. If
the Board of Management and the Supervisory
Board invoke an overriding interest, reasons
must be given. If a serious private bid is made
for a business unit or a participating interest
and the value of the bid exceeds a certain
threshold (currently one third of the amount of
the assets according to the balance sheet and
notes thereto or, if the Company prepares a
consolidated balance sheet, according to the
consolidated balance
sheet and notes thereto as published in the
last adopted annual accounts of the Company),
and such bid is made public, the Board of
Management shall, at its earliest convenience,
make public its position on the bid and the
reasons for this position.
Logistics of the General Meeting of Shareholders and provision of information
General
The Company may set a registration date for
the exercise of the voting rights and the
rights relating to General Meetings of
Shareholders. Shareholders registered at such
date are entitled to attend the meeting and
to exercise the other shareholder rights (in
the meeting in question) notwithstanding
subsequent sale of their shares thereafter.
This date will be published in advance of
every General Meeting of Shareholders.
Shareholders who are entitled to attend a
General Meeting of Shareholders may be
represented by proxies.
Philips
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218 Company financial statements |
Information which is required to be published
or deposited pursuant to the provisions of
company law and securities law applicable to
the Company, is placed and updated on the
Companys website, or hyperlinks are
established. The Board of Management and
Supervisory Board shall ensure that the General
Meeting of Shareholders is informed by means of
a shareholders circular published on the
Companys website of facts and circumstances
relevant to the proposed resolutions.
Resolutions adopted at a General Meeting of
Shareholders shall be recorded by a civil law
notary and co-signed by the chairman of the
meeting; such resolutions shall also be
published on the Companys website within one
day after the meeting. A summary of the
discussions during the General Meeting of
Shareholders, in the language of the meeting,
is made available to shareholders, on request,
no later than three months after the meeting.
Shareholders shall have the opportunity to
react to this summary in the following three
months, after which a final summary is adopted
by the chairman of the meeting in question.
Such summary shall be made available on the
Companys website.
Proxy voting and the Shareholders Communication Channel
Philips was one of the key companies in the
establishment of the Shareholders
Communication Channel, a project of Euronext
Amsterdam, banks in the Netherlands and
several major Dutch companies to simplify
contacts between a participating company and
shareholders that hold their shares through a
Dutch securities account with a participating
bank. The Company uses the Shareholders
Communication Channel to distribute a voting
instruction form for the Annual General
Meeting of Shareholders. By returning this
form, shareholders grant power to an
independent proxy holder who will vote
according to the instructions expressly given
on the voting instruction form. The
Shareholders Communication Channel can also be
used, under certain conditions, by
participating Philips shareholders to
distribute either by mail or by placing it
on the Companys or Shareholders Communication
Channels website information directly
related to the agenda of the General Meeting
of Shareholders to other participating Philips
shareholders.
Preference shares and the Stichting Preferente Aandelen Philips
As a means to protect the Company and its
stakeholders against an unsolicited attempt to
obtain (de facto) control of the Company, the
General Meeting of Shareholders in 1989
adopted amendments to the Companys articles
of association that allow the Board of
Management and the Supervisory Board to issue
(rights to) preference shares to a third
party. As then anticipated and disclosed, the
Stichting Preferente Aandelen Philips (the
Foundation) was created, which was granted
the right to acquire preference shares in the
Company. The mere notification that the
Foundation wishes to exercise its rights,
should a third party ever seem likely in the
judgment of the Foundation to gain a
controlling interest in the Company, will
result in the preference shares being
effectively issued. The Foundation may
exercise this right for as many preference
shares as there are
ordinary shares in the Company outstanding at
that time.
The object of the Foundation is to represent
the interests of the Company, the enterprises
maintained by the Company and its affiliated
companies within the Group, in such a way that
the interests of Philips, those enterprises and
all parties involved with them are safeguarded
as effectively as possible, and that they are
afforded maximum protection against influences
which, in conflict with those interests, may
undermine the autonomy and identity of Philips
and those enterprises, and also to do anything
related to the above ends or conducive to them.
In the event of (an attempt at) a hostile
takeover this arrangement will allow the
Company and its Board of Management and
Supervisory Board to determine its position in
relation to the bidder and its plans, seek
alternatives and defend Philips interests and
those of its stakeholders from a position of
strength.
The members of the self-electing Board of the
Foundation are Messrs S.D. de Bree, F.J.G.M.
Cremers, M.W. den Boogert, W.de Kleuver and
G.J. Kleisterlee. As Chairman of the
Supervisory Board and the Board of Management
respectively, Messrs De Kleuver and Kleisterlee
are members of the Board ex officio. Messrs De
Kleuver and Kleisterlee are not entitled to
vote.
The Board of Management of the Company and
the Board of the Foundation declare that they
are jointly of the opinion that the
Foundation is independent of the Company as
required by the Listing Requirements of
Euronext Amsterdam N.V.s stock market.
The Company does not have any other
anti-takeover measures in the sense of other
measures which exclusively or almost
exclusively have the purpose of frustrating
future public bids for the shares in the
capital of the Company in case no agreement is
reached with the Board of Management on such
public bid. Furthermore the Company does not
have measures which specifically have the
purpose of preventing a bidder who has acquired
75% of the shares in the capital of the Company
from appointing or dismissing members of the
Board of Management and subsequently amending
the articles of association of the Company. It
should be noted that also in the event of (an
attempt at) a hostile takeover, the Board of
Management
and the Supervisory Board are authorized to
exercise in the interests of Philips all powers
attributed to them.
Audit of the financial reporting and the position of the external auditor
The annual financial statements, observing
Dutch law and applying US GAAP, are prepared by
the Board of Management and reviewed by the
Supervisory Board upon the advice of its Audit
Committee and the external auditor. Upon
approval by the Supervisory Board, the accounts
are signed by all members of both the Board of
Management and the Supervisory Board and are
published together with the final opinion of
the external auditor. The Board of Management
is responsible, under the supervision of the
Supervisory Board, for the quality and
completeness of such publicly disclosed
financial reports. The annual financial
statements are presented for discussion and
adoption to the Annual General Meeting of
Shareholders, to be convened subsequently.
Philips, under US securities regulations,
separately files its Annual Report on Form
20-F, incorporating major parts of the Annual
Report as prepared under the requirements of
Dutch law.
Internal controls and disclosure policies
Comprehensive internal procedures, compliance
with which is supervised by the Supervisory
Board, are in place for the preparation and
publication of the Annual Report, the annual
accounts, the quarterly figures and adhoc
financial information. As from 2003, the
internal assurance process for business risk
assessment has been strengthened and the review
frequency has been upgraded to a quarterly
review cycle, in line with emerging best
practices in this area.
As part of these procedures, a Disclosure
Committee has been appointed by the Board of
Management to oversee the Companys disclosure
activities and to assist the Board of
Management in fulfilling its responsibilities
in this respect. The Committees purpose is to
ensure that the Company implements and
maintains internal procedures for the timely
collection, evaluation and disclosure, as
appropriate, of information potentially
subject to public disclosure under the legal,
regulatory and stock exchange requirements to
which the Company is subject. Such procedures
are designed to capture information that is
relevant to an assessment of the need to
disclose developments and risks that pertain
to the Companys various businesses, and their
effectiveness for this purpose will be
reviewed periodically.
Auditor information
In accordance with the procedures laid down in
the Philips Policy on Auditor Independence and
as mandatorily required by Dutch law, the
external auditor of the Company is appointed by
the General Meeting of Shareholders on the
proposal of the Supervisory Board, after the
latter has been advised by the Audit Committee
and the Board of Management. Under this Auditor
Policy, once every three years the Supervisory
Board and the Audit Committee conduct a
thorough assessment of the functioning of the
external auditor. The main conclusions of this
assessment shall be communicated to the General
Meeting of Shareholders for the purposes of
assessing the nomination for the appointment of
the external auditor. The current auditor of
the Company, KPMG Accountants N.V., was
appointed by the 1995 General Meeting of
Shareholders. In 2002, when the Auditor Policy
was adopted, the appointment of KPMG
Accountants N.V. was confirmed by the
Supervisory Board for an additional three
years. The 2005
232 Philips
Annual Report 2006
|
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|
|
|
|
|
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
General Meeting of Shareholders has resolved to
re-appoint KPMG Accountants N.V. as auditor. Mr
A.M. van Drunen Littel is the current partner of
KPMG Accountants N.V. in charge of the audit
duties for Philips. In accordance with the
rotation schedule determined in accordance with
the Auditor Policy, he will be replaced by
another partner of the auditing firm ultimately
in 2011. The external auditor shall attend the
Annual General Meeting of Shareholders.
Questions may be put to him at the meeting
about his report. The Board of Management and
the Audit Committee of the Supervisory Board
shall report on their dealings with the
external auditor to the Supervisory Board on an
annual basis, particularly with regard to the
auditors independence. The Supervisory Board
shall
take this into account when deciding upon its
nomination for the appointment of an external
auditor.
The external auditor attends, in principle, all
meetings of the Audit Committee. The findings
of the external auditor, the audit approach and
the risk analysis are also discussed at these
meetings. The external auditor attends the
meeting of the Supervisory Board at which the
report of the external auditor with respect to
the audit of the annual accounts is discussed,
and at which the annual accounts are approved.
In its audit report on the annual accounts to
the Board of Management and the Supervisory
Board, the external auditor refers to the
financial reporting risks and issues that were
identified during the audit, internal control
matters, and any other matters, as appropriate,
requiring communication under the auditing
standards generally accepted in the Netherlands
and the US.
Auditor policy
The Company maintains a policy of auditor
independence, and this policy restricts the
use of its auditing firm for non-audit
services, in line with US Securities and
Exchange Commission rules under which the
appointed external auditor must be independent
of the Company both in fact and appearance.
The policy is laid down in the comprehensive
policy on auditor independence published on
the Companys website.
Investor Relations
General
The Company is continually striving to improve
relations with its shareholders. In addition to
communication with its shareholders at the
Annual General Meeting of Shareholders, Philips
elaborates its financial results during
(public) conference calls, which are broadly
accessible. It publishes informative annual and
quarterly reports and press releases, and
informs investors via its extensive website.
The Company is strict in its compliance with
applicable rules and regulations on fair and
non-selective disclosure and equal treatment of
shareholders. Each year the Company organizes
major Philips divisional analysts days and
participates in several broker conferences,
announced in advance on the Companys website
and by means of press
releases. Shareholders can follow in real time,
by means of webcasting or telephone lines, the
meetings and presentations organized by the
Company. It is Philips policy to post
presentations to analysts and shareholders on
the Companys website. These meetings and
presentations will not take place shortly
before the publication of annual and quarterly
financial information. While strictly complying
with the rules and regulations on fair and
non-selective disclosure and equal treatment of
shareholders, in view of the number of meetings
with analysts and presentations to analysts or
investors, not all of these meetings and
presentations are announced in advance by means
of a press release and on the Companys website
or can be followed in real time. For this
reason the Company cannot fully apply the
literal text of recommendation IV.3.1. of the
Dutch Corporate Governance Code.
The Company shall not, in advance, assess,
comment upon or correct, other than factually,
any analysts reports and valuations. No
fee(s) will be paid by the Company to parties
for the carrying-out of research for analysts
reports or for the production or publication
of analysts reports, with the exception of
credit-rating agencies.
Major shareholders and other information for shareholders
As per December 31, 2006, no person is known
to the Company to be the owner of more than
5% of its common shares. The common shares
are held by shareholders worldwide in bearer
and registered form. Outside the United
States, common shares are held primarily
in bearer form. As per December 31, 2006,
approximately 87% of the common shares were
held in bearer form. In the United States
shares are held primarily in the form of
registered shares of New York Registry (Shares
of New York Registry) for which Citibank, N.A.,
111 Wall Street, New York, New York 10043 is
the transfer agent and registrar. As per
December 31, 2006, approximately 13% of the
total number of outstanding common shares were
represented by shares of New York Registry
issued in the name of approximately 1,553
holders of record, including Cede & Co, acting
as nominee for the Depository Trust Company
holding the shares (indirectly) for individual
investors as beneficiaries.
Only bearer shares are traded on the stock
market of Euronext Amsterdam. Only shares of
New York Registry are traded on the New York
Stock Exchange. Bearer shares and registered
shares may be exchanged for each other. Since
certain shares are held by brokers and other
nominees, these numbers may not be
representative of the actual number of United
States beneficial holders or the number of
Shares of New York Registry beneficially held
by US residents.
Corporate seat and head office
The statutory seat of the Company is
Eindhoven, Netherlands, and the statutory
list of all subsidiaries and affiliated
companies, prepared in accordance with the
relevant legal requirements (Dutch Civil
Code, Book 2, Sections 379 and 414), forms
part of the notes to the consolidated
financial statements and is deposited at the
office of the Commercial Register in
Eindhoven, Netherlands (file no. 17001910).
The executive offices of the Company are
located at the Breitner Center, Amstelplein
2, 1096 BC Amsterdam, Netherlands, telephone
+31 (0)20 59 77 777.
Compliance with the Dutch Corporate Governance Code
In accordance with the Dutch Order of Council
of December 23, 2004, the Company fully
complies with the Dutch Corporate Governance
Code by applying its principles and best
practice provisions that are addressed to the
Board of Management and the Supervisory Board
or by explaining why it deviates therefrom.
The Company fully applies such principles and
best practice provisions, with the exception
of the following four recommendations that are
not fully applied for the reasons set out
above:
|
|
recommendation II.2.6 and III.7.3: with
effect from January 1, 2005 the Company
requires a notification to the Philips
Compliance Officer of transactions in
securities in Dutch listed companies by members
of the Supervisory Board and the Board of
Management on a yearly basis (instead of on a
quarterly basis as the Dutch Corporate
Governance Code recommends); |
|
|
|
recommendation III.4.2: the Company requires
the Chairman of the Supervisory Board to be
independent under the applicable US standards
and pursuant to the Dutch Corporate Governance
Code, but does not exclude that a former member
of the Board of
Management who left the Company more then five
years ago may be Chairman of the Supervisory
Board (as the Dutch Corporate Governance Code
does); |
|
|
|
recommendation III.5.11: the Company does not
exclude that the function of Chairman of the
Supervisory Board may be combined with the
function of Chairman of the Remuneration
Committee although this is currently not the
case; and |
|
|
|
recommendation IV.3.1: while strictly
complying with the rules and regulations on
fair and non-selective disclosure and equal
treatment of shareholders, in view of the
number of meetings with analysts and
presentations to analysts or investors, not all
of these meetings and presentations are
announced in advance by means of a press
release and on the Companys website or can be
followed in real time. |
February 19, 2007
Philips
Annual Report 2006 233
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
The Philips Group in the last ten years
all amounts in millions of euros unless otherwise stated
Due to factors such as consolidations and divestments, the amounts, percentages and ratios are
not directly comparable.
General data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dutch GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
|
|
19981) |
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20014) |
|
|
20024) |
|
|
20024) 5) |
|
|
20034) 5) |
|
|
20044) 5) |
|
|
20054) 5) |
|
|
20064) 5) |
|
Sales |
|
|
29,658 |
|
|
|
30,459 |
|
|
|
30,459 |
|
|
|
31,459 |
|
|
|
37,862 |
|
|
|
31,725 |
|
|
|
30,983 |
|
|
|
26,788 |
|
|
|
24,049 |
|
|
|
24,855 |
|
|
|
25,775 |
|
|
|
26,976 |
|
% increase over
previous year |
|
|
9 |
|
|
|
3 |
|
|
|
3 |
|
|
|
3 |
|
|
|
20 |
|
|
|
(16 |
) |
|
|
(2 |
) |
|
|
(2 |
) |
|
|
(10 |
) |
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from
continuing operations 2) |
|
|
1,231 |
|
|
|
541 |
|
|
|
1,025 |
|
|
|
1,595 |
|
|
|
9,577 |
|
|
|
(2,331 |
) |
|
|
(3,184 |
) |
|
|
(2,863 |
) |
|
|
100 |
|
|
|
2,584 |
|
|
|
2,831 |
|
|
|
919 |
|
Discontinued operations
3)
4)
5) |
|
|
263 |
|
|
|
5,054 |
|
|
|
4,891 |
|
|
|
|
|
|
|
|
|
|
|
(144 |
) |
|
|
(22 |
) |
|
|
(343 |
) |
|
|
609 |
|
|
|
252 |
|
|
|
37 |
|
|
|
4,464 |
|
Cumulative effect of a
change
in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
2,602 |
|
|
|
6,053 |
|
|
|
5,900 |
|
|
|
1,590 |
|
|
|
9,662 |
|
|
|
(2,475 |
) |
|
|
(3,206 |
) |
|
|
(3,206 |
) |
|
|
695 |
|
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover
rate of net operating capital |
|
|
2.84 |
|
|
|
2.91 |
|
|
|
2.95 |
|
|
|
3.20 |
|
|
|
3.12 |
|
|
|
2.15 |
|
|
|
2.41 |
|
|
|
3.07 |
|
|
|
3.67 |
|
|
|
4.56 |
|
|
|
4.71 |
|
|
|
3.35 |
|
Total employees at
year-end
(in thousands) |
|
|
252 |
|
|
|
234 |
|
|
|
234 |
|
|
|
227 |
|
|
|
219 |
|
|
|
189 |
6) |
|
|
170 |
6) |
|
|
170 |
6) |
|
|
164 |
6) |
|
|
162 |
6) |
|
|
159 |
6) |
|
|
122 |
|
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dutch GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
|
|
19981) |
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20014) |
|
|
20024) |
|
|
2002 4) 5) |
|
|
20034) 5) |
|
|
20044) 5) |
|
|
20054) 5) |
|
|
2006 4) 5) |
|
Earnings before
interest and tax |
|
|
1,714 |
|
|
|
685 |
|
|
|
1,289 |
|
|
|
1,553 |
|
|
|
4,258 |
|
|
|
(1,251 |
) |
|
|
442 |
|
|
|
943 |
|
|
|
830 |
|
|
|
1,156 |
|
|
|
1,472 |
|
|
|
1,183 |
|
As a % of sales |
|
|
5.8 |
|
|
|
2.2 |
|
|
|
4.2 |
|
|
|
4.9 |
|
|
|
11.2 |
|
|
|
(3.9 |
) |
|
|
1.4 |
|
|
|
3.5 |
|
|
|
3.5 |
|
|
|
4.7 |
|
|
|
5.7 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(276 |
) |
|
|
(41 |
) |
|
|
(162 |
) |
|
|
(208 |
) |
|
|
(563 |
) |
|
|
428 |
|
|
|
(27 |
) |
|
|
(133 |
) |
|
|
(53 |
) |
|
|
(230 |
) |
|
|
(506 |
) |
|
|
(137 |
) |
As a % of income
before taxes |
|
|
(20 |
) |
|
|
(11 |
) |
|
|
(17 |
) |
|
|
(14 |
) |
|
|
(9 |
) |
|
|
20 |
|
|
|
(2 |
) |
|
|
(10 |
) |
|
|
(9 |
) |
|
|
(17 |
) |
|
|
(32 |
) |
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss)
from continuing
operations7) |
|
|
1,231 |
|
|
|
541 |
|
|
|
1,025 |
|
|
|
1,595 |
|
|
|
9,577 |
|
|
|
(2,331 |
) |
|
|
(3,184 |
) |
|
|
(2,863 |
) |
|
|
100 |
|
|
|
2,584 |
|
|
|
2,831 |
|
|
|
919 |
|
As a % of
stockholders
equity
(ROE) |
|
|
15.9 |
|
|
|
5.1 |
|
|
|
9.7 |
|
|
|
10.9 |
|
|
|
48.5 |
|
|
|
(11.2 |
) |
|
|
(19.1 |
) |
|
|
(15.3 |
) |
|
|
1.0 |
|
|
|
18.5 |
|
|
|
18.1 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
2,602 |
|
|
|
6,053 |
|
|
|
5,900 |
|
|
|
1,590 |
|
|
|
9,662 |
|
|
|
(2,475 |
) |
|
|
(3,206 |
) |
|
|
(3,206 |
) |
|
|
695 |
|
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
|
1) |
|
The Company has applied US GAAP since January 1, 2002. The years from 1998 onwards
have been restated accordingly. Previous years have not been restated. For the convenience
of the reader the 1998 figures are presented on the basis of both US and Dutch GAAP. |
|
2) |
|
Under Dutch GAAP, prior to 1999, certain material transactions, such as
diposals of lines of activities, were accounted for as extraordinary items,
whereas under US GAAP, this would have been recorded in income (loss) from
(continuing) operations. |
|
3) |
|
Discontinued operations until 1998 reflect the effect of the sale of PolyGram N.V.
in 1998 in order to present the Philips Group accounts on a continuing basis. |
|
4) |
|
Discontinued operations from 2001 onwards reflect the effect of the sale of MDS in 2006, for
which previous years have been restated. |
|
5) |
|
Discontinued operations from 2002 onwards reflect the effect of the sale of
Semiconductors in 2006, for which previous years have been restated. |
|
6) |
|
Including discontinued operations. |
|
7) |
|
Before cumulative effect of a change in accounting principles. |
234 Philips Annual
Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
Capital employed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dutch GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
|
|
19981) |
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20014) |
|
|
20024) |
|
|
20024) 5) |
|
|
20034) 5) |
|
|
20044) 5) |
|
|
20054) 5) |
|
|
20064) 5) |
|
Cash and cash equivalents |
|
|
1,397 |
|
|
|
6,553 |
|
|
|
6,553 |
|
|
|
2,331 |
|
|
|
1,089 |
|
|
|
890 |
|
|
|
1,858 |
|
|
|
1,858 |
|
|
|
3,072 |
|
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
Receivables and other current
assets |
|
|
5,464 |
|
|
|
5,442 |
|
|
|
5,442 |
|
|
|
6,453 |
|
|
|
6,806 |
|
|
|
6,540 |
|
|
|
5,479 |
|
|
|
4,906 |
|
|
|
4,510 |
|
|
|
5,096 |
|
|
|
5,532 |
|
|
|
6,059 |
|
Assets of discontinued
operations |
|
|
1,482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
426 |
|
|
|
452 |
|
|
|
7,381 |
|
|
|
5,774 |
|
|
|
4,198 |
|
|
|
3,973 |
|
|
|
|
|
Inventories |
|
|
4,522 |
|
|
|
4,274 |
|
|
|
4,017 |
|
|
|
4,268 |
|
|
|
5,279 |
|
|
|
4,240 |
|
|
|
3,449 |
|
|
|
2,817 |
|
|
|
2,468 |
|
|
|
2,500 |
|
|
|
2,797 |
|
|
|
2,880 |
|
Non-current financial assets/
equity-accounted investees |
|
|
1,451 |
|
|
|
2,836 |
|
|
|
2,871 |
|
|
|
7,400 |
|
|
|
11,306 |
|
|
|
11,033 |
|
|
|
7,395 |
|
|
|
4,995 |
|
|
|
4,100 |
|
|
|
6,240 |
|
|
|
6,072 |
|
|
|
11,034 |
|
Non-current receivables/assets |
|
|
1,858 |
|
|
|
1,920 |
|
|
|
1,920 |
|
|
|
2,326 |
|
|
|
2,713 |
|
|
|
3,080 |
|
|
|
2,772 |
|
|
|
2,823 |
|
|
|
2,792 |
|
|
|
3,040 |
|
|
|
3,444 |
|
|
|
3,667 |
|
Property, plant and equipment |
|
|
6,935 |
|
|
|
6,574 |
|
|
|
6,597 |
|
|
|
7,332 |
|
|
|
9,041 |
|
|
|
7,474 |
|
|
|
5,950 |
|
|
|
3,001 |
|
|
|
2,872 |
|
|
|
2,792 |
|
|
|
3,019 |
|
|
|
3,099 |
|
Intangible assets |
|
|
213 |
|
|
|
554 |
|
|
|
609 |
|
|
|
1,563 |
|
|
|
3,290 |
|
|
|
5,519 |
|
|
|
4,934 |
|
|
|
4,424 |
|
|
|
3,401 |
|
|
|
2,524 |
|
|
|
3,775 |
|
|
|
5,735 |
|
Total assets |
|
|
23,322 |
|
|
|
28,153 |
|
|
|
28,009 |
|
|
|
31,673 |
|
|
|
39,524 |
|
|
|
39,202 |
|
|
|
32,289 |
|
|
|
32,205 |
|
|
|
28,989 |
|
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures for the
year |
|
|
1,627 |
|
|
|
1,634 |
|
|
|
1,634 |
|
|
|
1,662 |
|
|
|
3,170 |
|
|
|
2,069 |
|
|
|
1,141 |
|
|
|
720 |
|
|
|
679 |
|
|
|
673 |
|
|
|
644 |
|
|
|
703 |
|
Depreciation for the year |
|
|
1,492 |
|
|
|
1,615 |
|
|
|
1,615 |
|
|
|
1,548 |
|
|
|
1,789 |
|
|
|
1,908 |
|
|
|
1,732 |
|
|
|
795 |
|
|
|
658 |
|
|
|
650 |
|
|
|
556 |
|
|
|
564 |
|
Capital
expenditures : depreciation |
|
|
1.1 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.1 |
|
|
|
1.8 |
|
|
|
1.1 |
|
|
|
0.7 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
1.2 |
|
Inventories as a % of sales |
|
|
15.2 |
|
|
|
14.0 |
|
|
|
13.2 |
|
|
|
13.6 |
|
|
|
13.9 |
|
|
|
13.4 |
|
|
|
11.1 |
|
|
|
10.7 |
|
|
|
10.3 |
|
|
|
10.1 |
|
|
|
10.9 |
|
|
|
10.7 |
|
Outstanding trade receivables,
in months sales |
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.4 |
|
|
|
1.5 |
|
|
|
1.5 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.3 |
|
|
|
1.4 |
|
|
|
1.5 |
|
Financial structure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dutch GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
|
|
19981) |
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20014) |
|
|
20024) |
|
|
20024) 5) |
|
|
20034) 5) |
|
|
2004 4) 5) |
|
|
2005 4) 5) |
|
|
2006 4) 5) |
|
Other liabilities |
|
|
6,328 |
|
|
|
6,779 |
|
|
|
6,751 |
|
|
|
8,262 |
|
|
|
8,764 |
|
|
|
8,047 |
|
|
|
7,573 |
|
|
|
6,854 |
|
|
|
6,339 |
|
|
|
7,188 |
|
|
|
8,498 |
|
|
|
8,175 |
|
Liabilities of discontinued
operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
264 |
|
|
|
1,166 |
|
|
|
1,146 |
|
|
|
1,346 |
|
|
|
1,385 |
|
|
|
|
|
Debt |
|
|
4,030 |
|
|
|
3,587 |
|
|
|
3,587 |
|
|
|
3,314 |
|
|
|
4,027 |
|
|
|
7,866 |
|
|
|
7,109 |
|
|
|
7,109 |
|
|
|
5,876 |
|
|
|
4,513 |
|
|
|
4,487 |
|
|
|
3,869 |
|
Provisions |
|
|
3,251 |
|
|
|
2,985 |
|
|
|
2,973 |
|
|
|
3,056 |
|
|
|
3,557 |
|
|
|
3,731 |
|
|
|
3,245 |
|
|
|
2,978 |
|
|
|
2,690 |
|
|
|
2,673 |
|
|
|
2,710 |
|
|
|
3,325 |
|
Total provisions and liabilities |
|
|
13,609 |
|
|
|
13,351 |
|
|
|
13,311 |
|
|
|
14,632 |
|
|
|
16,348 |
|
|
|
19,840 |
|
|
|
18,191 |
|
|
|
18,107 |
|
|
|
16,051 |
|
|
|
15,720 |
|
|
|
17,080 |
|
|
|
15,369 |
|
Minority interests |
|
|
559 |
|
|
|
242 |
|
|
|
242 |
|
|
|
333 |
|
|
|
469 |
|
|
|
202 |
|
|
|
179 |
|
|
|
179 |
|
|
|
175 |
|
|
|
159 |
|
|
|
159 |
|
|
|
131 |
|
Stockholders equity |
|
|
9,154 |
|
|
|
14,560 |
|
|
|
14,456 |
|
|
|
16,708 |
|
|
|
22,707 |
|
|
|
19,160 |
|
|
|
13,919 |
|
|
|
13,919 |
|
|
|
12,763 |
|
|
|
14,860 |
|
|
|
16,666 |
|
|
|
22,997 |
|
Total equity and liabilities |
|
|
23,322 |
|
|
|
28,153 |
|
|
|
28,009 |
|
|
|
31,673 |
|
|
|
39,524 |
|
|
|
39,202 |
|
|
|
32,289 |
|
|
|
32,205 |
|
|
|
28,989 |
|
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt: group equity ratio |
|
|
21:79 |
|
|
|
(25):125 |
|
|
|
(25):125 |
|
|
|
5:95 |
|
|
|
11:89 |
|
|
|
26:74 |
|
|
|
27:73 |
|
|
|
27:73 |
|
|
|
18:82 |
|
|
|
1:99 |
|
|
|
(5):105 |
|
|
|
(10):110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market capitalization at
year-end |
|
|
19,759 |
|
|
|
20,631 |
|
|
|
20,631 |
|
|
|
44,942 |
|
|
|
50,098 |
|
|
|
42,532 |
|
|
|
21,309 |
|
|
|
21,309 |
|
|
|
29,648 |
|
|
|
25,003 |
|
|
|
31,536 |
|
|
|
31,624 |
|
Key figures per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dutch GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
US GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1997 |
|
|
19981) |
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20014) |
|
|
20024) |
|
|
2002 4) 5) |
|
|
20034) 5) |
|
|
20044) 5) |
|
|
20054) 5) |
|
|
20064) 5) |
|
Sales per common share |
|
|
21.22 |
|
|
|
21.15 |
|
|
|
21.15 |
|
|
|
22.83 |
|
|
|
28.84 |
|
|
|
24.82 |
|
|
|
24.30 |
|
|
|
21.01 |
|
|
|
18.83 |
|
|
|
19.41 |
|
|
|
20.62 |
|
|
|
22.96 |
|
Income from continuing operations
per share |
|
|
0.88 |
|
|
|
0.38 |
|
|
|
0.71 |
|
|
|
1.16 |
|
|
|
7.29 |
|
|
|
(1.82 |
) |
|
|
(2.50 |
) |
|
|
(2.25 |
) |
|
|
0.08 |
|
|
|
2.02 |
|
|
|
2.26 |
|
|
|
0.78 |
|
Dividend paid per common share |
|
|
0.18 |
|
|
|
0.23 |
|
|
|
0.23 |
|
|
|
0.25 |
|
|
|
0.30 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.40 |
|
|
|
0.44 |
|
Total shareholder return per
common share |
|
|
5.75 |
|
|
|
0.73 |
|
|
|
0.73 |
|
|
|
19.70 |
|
|
|
5.57 |
|
|
|
(5.28 |
) |
|
|
(16.32 |
) |
|
|
(16.32 |
) |
|
|
6.81 |
|
|
|
(3.28 |
) |
|
|
7.14 |
|
|
|
2.76 |
|
Stockholders equity per common
share |
|
|
6.39 |
|
|
|
10.09 |
|
|
|
10.02 |
|
|
|
12.55 |
|
|
|
17.69 |
|
|
|
15.04 |
|
|
|
10.91 |
|
|
|
10.91 |
|
|
|
9.97 |
|
|
|
11.60 |
|
|
|
13.87 |
|
|
|
20.78 |
|
Price/Earnings ratio |
|
|
15.67 |
|
|
|
38.07 |
|
|
|
20.09 |
|
|
|
29.16 |
|
|
|
5.35 |
|
|
|
(18.30 |
) |
|
|
(6.69 |
) |
|
|
(7.74 |
) |
|
|
295.67 |
|
|
|
9.67 |
|
|
|
11.59 |
|
|
|
36.53 |
|
Share price at year-end |
|
|
13.80 |
|
|
|
14.30 |
|
|
|
14.30 |
|
|
|
33.75 |
|
|
|
39.02 |
|
|
|
33.38 |
|
|
|
16.70 |
|
|
|
16.70 |
|
|
|
23.15 |
|
|
|
19.51 |
|
|
|
26.25 |
|
|
|
28.57 |
|
Highest share price during the year |
|
|
21.04 |
|
|
|
24.04 |
|
|
|
24.04 |
|
|
|
33.90 |
|
|
|
57.25 |
|
|
|
44.20 |
|
|
|
35.40 |
|
|
|
35.40 |
|
|
|
24.86 |
|
|
|
26.20 |
|
|
|
26.70 |
|
|
|
29.31 |
|
Lowest share price during the year |
|
|
7.99 |
|
|
|
9.37 |
|
|
|
9.37 |
|
|
|
14.66 |
|
|
|
31.21 |
|
|
|
18.03 |
|
|
|
13.25 |
|
|
|
13.25 |
|
|
|
12.65 |
|
|
|
17.89 |
|
|
|
18.53 |
|
|
|
21.89 |
|
Average share price |
|
|
14.42 |
|
|
|
17.06 |
|
|
|
17.06 |
|
|
|
22.77 |
|
|
|
46.37 |
|
|
|
31.66 |
|
|
|
25.58 |
|
|
|
25.58 |
|
|
|
18.79 |
|
|
|
21.45 |
|
|
|
21.59 |
|
|
|
26.57 |
|
Common shares outstanding at
year-end |
|
|
1,432 |
|
|
|
1,443 |
|
|
|
1,443 |
|
|
|
1,332 |
|
|
|
1,284 |
|
|
|
1,274 |
|
|
|
1,276 |
|
|
|
1,276 |
|
|
|
1,281 |
|
|
|
1,282 |
|
|
|
1,201 |
|
|
|
1,107 |
|
Weighted average shares
outstanding basic |
|
|
1,398 |
|
|
|
1,440 |
|
|
|
1,440 |
|
|
|
1,378 |
|
|
|
1,313 |
|
|
|
1,278 |
|
|
|
1,275 |
|
|
|
1,275 |
|
|
|
1,277 |
|
|
|
1,280 |
|
|
|
1,250 |
|
|
|
1,175 |
|
Weighted average shares
outstanding diluted |
|
|
1,425 |
|
|
|
1,452 |
|
|
|
1,452 |
|
|
|
1,389 |
|
|
|
1,327 |
|
|
|
1,287 |
|
|
|
1,279 |
|
|
|
1,279 |
|
|
|
1,281 |
|
|
|
1,284 |
|
|
|
1,253 |
|
|
|
1,183 |
|
Philips Annual
Report 2006 235
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Investor information
Detailed information for shareholders is available on the
Investor Relations website www.philips.com/investor. As well as financial reports and presentations, the site also provides information
on related issues, such as governance, business principles and
sustainability.
Dividend policy
Philips present dividend policy is based on an
average annual pay-out ratio of 25 to 35% of
continuing net income. The dividend paid over
the last ten years is shown in the graph below.
Philips will explain a revised dividend policy
at the 2007 General Meeting of Shareholders,
which raises this average annual pay-out ratio
to 40-50% of continuing net income.
Dividend to shareholders
Shares of Koninklijke Philips Electronics N.V.
will be traded ex-dividend as of March 30,
2007. In compliance with the listing
requirements of the New York Stock Exchange and
the stock market of Euronext Amsterdam, the
record date will be April 3, 2007.
The dividend as proposed to the General Meeting
of Shareholders will be payable as of April 10,
2007 to all shareholders. The dividend payment
to holders
of American shares will be made in USD at the
USD/EUR rate fixed by the European Central
Bank on April 4, 2007.
Dividend dates
|
|
|
|
|
|
|
ex-dividend date |
|
record date |
|
payment date |
Amsterdam shares
|
|
March 30, 2007
|
|
April 3, 2007
|
|
April 10, 2007 |
New York shares
|
|
March 30, 2007
|
|
April 3, 2007
|
|
April 10, 2007 |
Market capitalization
Philips market capitalization was EUR
31.6 billion at year-end 2006. The highest
closing price for Philips shares in 2006 was
EUR 29.31 on November 21, 2006 and the lowest
was EUR 21.89 on June 14, 2006, both in
Amsterdam.
In 2005 and 2006, Philips completed
several share repurchase programs. Excluding
these share repurchase programs, Philips
expected market capitalization would have been
EUR 33.3 billion at year-end 2005 and EUR 36.2
billion at year-end 2006. The share
repurchases amounted to EUR 1,836 million in
2005 and EUR 2,899 million in 2006.
236 Philips Annual
Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
Listings
Philips shares are listed on Euronext Amsterdam (PHIA) and the
New York Stock Exchange (PHG), the latter in ADR (American
Depositary Receipt) form.
Euronext Amsterdam
Share price development: January June
in
euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan |
|
|
Feb |
|
|
Mar |
|
|
Apr |
|
|
May |
|
|
|
Jun |
|
High |
|
|
27.78 |
|
|
|
28.30 |
|
|
|
28.65 |
|
|
|
28.29 |
|
|
|
27.35 |
|
|
|
24.84 |
|
Average |
|
|
26.66 |
|
|
|
27.78 |
|
|
|
27.10 |
|
|
|
27.31 |
|
|
|
25.44 |
|
|
|
23.40 |
|
Low |
|
|
25.35 |
|
|
|
27.23 |
|
|
|
25.84 |
|
|
|
26.28 |
|
|
|
23.77 |
|
|
|
21.89 |
|
Share price development: July December
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jul |
|
|
Aug |
|
|
Sep |
|
|
Oct |
|
|
Nov |
|
|
Dec |
|
High |
|
|
25.95 |
|
|
|
26.76 |
|
|
|
27.71 |
|
|
|
28.37 |
|
|
|
29.31 |
|
|
|
28.61 |
|
Average |
|
|
24.10 |
|
|
|
26.06 |
|
|
|
27.14 |
|
|
|
27.70 |
|
|
|
28.45 |
|
|
|
28.13 |
|
Low |
|
|
22.20 |
|
|
|
25.17 |
|
|
|
26.39 |
|
|
|
27.03 |
|
|
|
27.20 |
|
|
|
27.72 |
|
New York Stock Exchange
Share price development: January June
in USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan |
|
|
Feb |
|
|
Mar |
|
|
Apr |
|
|
May |
|
|
Jun |
|
High |
|
|
33.75 |
|
|
|
33.89 |
|
|
|
34.54 |
|
|
|
35.01 |
|
|
|
34.71 |
|
|
|
32.06 |
|
Average |
|
|
32.30 |
|
|
|
33.18 |
|
|
|
32.53 |
|
|
|
33.59 |
|
|
|
32.42 |
|
|
|
29.63 |
|
Low |
|
|
30.58 |
|
|
|
32.47 |
|
|
|
30.92 |
|
|
|
32.48 |
|
|
|
30.66 |
|
|
|
27.53 |
|
Share price development: July December
in USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jul |
|
|
Aug |
|
|
Sep |
|
|
Oct |
|
|
Nov |
|
|
Dec |
|
High |
|
|
33.12 |
|
|
|
34.51 |
|
|
|
35.41 |
|
|
|
36.23 |
|
|
|
37.94 |
|
|
|
37.65 |
|
Average |
|
|
30.56 |
|
|
|
33.39 |
|
|
|
34.57 |
|
|
|
35.01 |
|
|
|
36.70 |
|
|
|
37.09 |
|
Low |
|
|
28.28 |
|
|
|
32.12 |
|
|
|
33.57 |
|
|
|
34.02 |
|
|
|
34.56 |
|
|
|
36.39 |
|
Philips Annual Report 2006 237
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Performance
in relation to market indices
Relative performance of the Philips share on the New York Stock Exchange (PHG)
is now measured against the Dow Jones index. The change from the STOXX 50 to
Dow Jones was made in order to measure the stock also against US companies
instead of only Europe-based companies. Due to foreign exchange developments,
the Philips share experienced a better price development on the NYSE than on
the Eurnonext.
The graph above, right-bottom, shows our share price development compared to
an index of the new peer group that is also used for our TSR performance.
238 Philips Annual
Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
Share capital structure and capital reduction
In 2006, Philips issued share capital was reduced by a total of 173,268,629 shares, which were
acquired pursuant to the share repurchase programs initiated in 2005 and 2006. As of December 31,
2006 the issued share capital of Philips amounts to 1,142,826,763 common shares, of which
35,933,526 shares are held by Philips to cover long-term incentive and employee stock purchase
plans. No person or group is known to Philips to be the owner of more than 5% of the common shares.
Share repurchase programs
In February 2006, Philips completed the EUR 1.5 billion share repurchase program for capital
reduction purposes which was initiated in August 2005.
On July 17, 2006, Philips started another EUR 1.5 billion share repurchase program for capital
reduction purposes. On August 3, 2006, the Company announced it will expand the buy-back to a total
of EUR 4.0 billion. Philips completed the first part, EUR 2.4 billion, in 2006. The remaining EUR
1.6 billion is being executed via a program using a second trading line on Euronext Amsterdam and
started on January 22, 2007. Philips expects to complete this share repurchase program by the end
of 2007.
On the Investor Relations website you can find the status of the current and previous share
repurchase programs. For more information see the section Other information of the chapter The
Philips Group of this Annual Report.
Financial calendar
Annual General Meeting of Shareholders
|
|
|
Record date Annual General Meeting of Shareholders
|
|
March 7, 2007 |
Annual General Meeting of Shareholders
|
|
March 29, 2007 |
|
|
|
Quarterly reports 2007 |
|
|
First quarterly report 2007
|
|
April 16, 2007 |
Second quarterly report 2007
|
|
July 16, 2007 |
Third quarterly report 2007
|
|
October 15, 2007 |
Fourth quarterly report 2007
|
|
January 21, 20081) |
|
|
|
Divisional analyst days 2007 |
|
|
Analyst day 1
|
|
May 31, 20071) |
Analyst day 2
|
|
September 28, 20071) |
Analyst day 3
|
|
December 6, 20071) |
|
|
|
2008 |
|
|
Publication of 2007 results
|
|
January 21, 20081) |
Publication of the Annual Report 2007
|
|
February 18, 20081) |
Annual General Meeting of Shareholders
|
|
March 27, 20081) |
|
1) These dates are subject to final confirmation |
Shareholders Communication Channel
Philips is continually striving to improve relations with its shareholders. For instance, Philips
was one of the key companies in the establishment of the Shareholders
Communication Channela
project of Euronext Amsterdam, banks in the Netherlands and several major Dutch companies to
simplify contacts between a participating company and its shareholders.
Philips will use the Shareholders Communication Channel to distribute the Agenda for this years
Annual General Meeting of Shareholders as well as an instruction form to enable proxy voting at
said meeting.
For the Annual General Meeting of Shareholders on March 29, 2007 a record date (being March 7,
2007) will apply: those persons who on March 7, 2007 hold shares in the Company and are registered
as such in one of the registers designated by the Board of Management for the Annual General Meeting of
Shareholders will be entitled to participate and vote at the meeting.
Philips Annual Report 2006 239
|
|
|
|
|
112 Group financial statements
|
|
172 IFRS information
|
|
218 Company financial statements |
Shareholders services
Investor services
Holders of shares listed on Euronext
Non-US shareholders and other non-US interested parties can obtain copies of the Annual Report 2006
free of charge from:
Royal
Philips Electronics
Annual Report Office
P.O. Box 218, 5600 MD Eindhoven, Netherlands
Telephone: +31-40-27 85432
Website: www.philips.com/annualreport/orderform
E-mail: annual.report@philips.com
Communications concerning share transfers, lost certificates, dividends and change of address
should be directed to:
ABN AMRO, Issuing Institutions Department
Kemelstede 2, 4817 ST Breda, Netherlands
Telephone: +31-76-57 99482, Fax: +31-76-57 99359
Holders of American Depositary Receipts (ADRs)
Holders of shares of New York Registry and other
interested parties in the US can obtain, free of charge, copies of the Annual Report 2006 from the
Transfer and Register Agent:
Citibank Shareholder Service
P.O. Box 43077 Providence, Rhode Island 02940-3077
Telephone: 1-877-CITI-ADR (toll-free)
Telephone: 1-816-843-4281 (outside of US)
Fax: 1-201-324-3284
Website: www.citibank.com/adr
E-mail: citibank@shareholders-online.com
Communications concerning share transfers, lost certificates, dividends and change of address
should be directed to Citibank. The Annual Report on Form 20-F (which incorporates major parts of
the Annual Report) is filed electronically with the US Securities and Exchange Commission.
International direct investment program
Philips offers a dividend reinvestment and direct stock purchase plan designed for the US market.
This program enables existing shareholders and interested investors an economic and convenient way
to purchase and sell Philips New York registry shares and to reinvest cash dividends. Philips does
not administer or sponsor the program and assumes no obligation or liability for the operation of
the plan. For further information on this program and for enrolment forms:
Citibank Shareholder Service
1-877-248-4237 (1-877-CITA-ADR)
Monday through Friday 8:30 AM EST
through 6:00 PM EST
Internet address: www.citibank.com,
or by writing to:
Citibank Shareholder Service
International Direct Investment Program
P.O. Box 2502, Jersey City, NJ 07303-2502
240 Philips
Annual Report 2006
|
|
|
|
|
|
|
224 Reconciliation of
|
|
226 Corporate governance
|
|
234 The Philips Group
|
|
236 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Investor Relations activities
Philips is in contact with its shareholders via roadshows, one-on-one meetings, group meetings,
broker conferences and analysts days. The purpose of these meetings is to inform the market on the
results, strategy and decisions made. More information on the activities of Investor Relations can
be found in the chapter Corporate governance of this Annual Report.
Press releases announcing acquisitions
|
|
|
January 19, 2006
|
|
Philips to acquire Lifeline |
March 8, 2006
|
|
Philips to acquire Witt Biomedical |
May 23, 2006
|
|
Philips to acquire Avent Holdings |
June 15, 2006
|
|
Philips to acquire Intermagnetics |
July 3, 2006
|
|
Philips acquires Power Sentry |
July 7, 2006
|
|
Philips acquires Bodine |
November 13, 2006
|
|
Philips to acquire Partners in Lighting |
Investor Relations contacts
Royal Philips Electronics
Breitner Center, HBT 11-8
P.O. Box 77900, 1070 MX Amsterdam,
Netherlands
Telephone: +31-20-59 77221
Website: www.philips.com/investor
E-mail: investor.relations@philips.com
Alan Cathcart
Senior Vice-President Investor Relations
Telephone: +31-20-59 77222
Raymond Schras
Manager Investor Relations
Telephone: +31-20-59 77447
Philips Annual Report 2006 241
Philips appoints three new members to Group Management Committee
Tuesday, January 30, 2007
Amsterdam, The Netherlands Royal Philips Electronics (NYSE: PHG, AEX: PHI) today announced the
promotion of three Philips executives to the companys Group Management Committee:
The appointments have been approved by Philips Supervisory Board and will take effect on February
1, 2007.
Mr. Eric Coutinho (55), the Company Secretary and Chief Legal Officer. Mr. Coutinho joined Philips
in 1979, and held a number of positions as a lawyer in the Dutch country organization, in the
mergers and acquisitions group and in the companys head office in Amsterdam before his appointment
as Chief Legal Officer and Company Secretary on May 1, 2006.
Mr. Gerard Ruizendaal (48), Chief Strategy Officer and Group Controller. Mr. Ruizendaal joined
Philips in 1984, and held a number of positions in different divisions and countries; among others
he was chief financial officer of Lighting Europe, Lighting Asia and of Consumer Communications. In
2001 he was appointed Group Controller, and in 2005 also head of Group Strategy.
Mr. Hayko Kroese (51), Global Head of Human Resources Management. The intention to appoint Mr.
Kroese to the Group Management Committee was already announced on January 9, 2007.
Mr. Gerard Kleisterlee, Philips President and Chief Executive Officer, commented: These
appointments will further strengthen our ability to tie support from key functions closer to
desired business outcomes. I welcome Eric, Gerard and Hayko to the Group Management Committee.
For further information, please contact:
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
Leading healthcare companies join in major research and development effort to prevent heart attack
and stroke
Tuesday, January 30, 2007
High-risk plaque initiative studies atherosclerosis and the arterial lesions responsible for most
serious forms of heart disease
Amsterdam, The Netherlands Royal Philips Electronics (NYSE:PHG, AEX:PHI) has joined forces with
AstraZeneca, Merck & Co., BG Medicine and Humana to form the High-Risk Plaque (HRP) Initiative to
research and advance the understanding, recognition and management of high-risk plaque, the primary
underlying cause of heart attacks.
The HRP Initiative aims to collaborate on the discovery and development of improved techniques for
identifying individuals at risk for heart attacks and the advancement of methods to monitor disease
progression and response to treatment. The companies said the HRP Initiative will leverage recent
advances in biology and technology to design and optimize a care-cycle* for high-risk plaque. Its
goal is to reduce morbidity, mortality and cost associated with cardiovascular disease.
Philips participation in the HRP Initiative builds on its leading position in cardiovascular
imaging, informatics and cardiac monitoring. By combining biomarker characterization with
quantitative imaging we strive to reach a more comprehensive understanding of the disease, to find
it in asymptomatic patients and treat these patients before high-risk plaque manifests itself,
said Diego Olego, Chief Technology Officer of Philips Medical Systems.
High-risk plaque is associated with the number one cause of death in the Western world. Heart
attacks were previously attributed to the build up of cholesterol deposits in the vessel wall of
the heart in patients with high blood cholesterol. These deposits were believed to cause a gradual
narrowing of the coronary arteries and eventually, blockage. Pathologists have reported for decades
that many patients who died of heart attacks had only minor build up and no narrowing of the
coronary arteries; instead, a quickly forming thrombus (blood clot) had formed over a disrupted
plaque and blocked the artery.
Looking for an explanation of this phenomenon researchers have reported over the past five years
that in addition to cholesterol deposits plaque in the coronary and carotid arteries also showed
inflammation. The inflamed plaque can suddenly rupture and cause thrombosis. Such plaques are today
known as high-risk plaques. This rupture of a high-risk plaque in a coronary artery without flow
obstruction explains why 70-85 percent of heart attacks occur in people who were without any
pre-existing complaints and presumed healthy.
Valentin Fuster, M.D., Ph.D., chairman of the Scientific Advisory Board for the HRP Initiative
commented, The HRP Initiative is expected to make important contributions to the development of a
cost-effective care-cycle for this common condition that is responsible for much suffering,
disability and death in the world. The HRP Initiative covers a broad spectrum of pertinent issues,
from molecular markers to
the role of lifestyle interventions. Dr. Fuster is a leading international cardiologist who serves
as director of the Zena and Michael A. Weiner Cardiovascular Institute and the Marie-Josee and
Henry R. Kravis Center for Cardiovascular Health and Director of Mount Sinai Heart, New York City,
New York.
Erling Falk, M.D., Ph.D., a prominent cardiovascular pathologist who co-chairs the Scientific
Advisory Board for the HRP Initiative added, Coming together under the umbrella of the HRP
Initiative to work collaboratively to move research and development of this important disease
forward will improve diagnosis and treatment of patients at high risk for serious cardiovascular
disease. Dr. Falk is professor of Cardiovascular Pathology, Department of Cardiology, University
of Aarhus, Aarhus, Denmark.
The HRP Initiative expects to provide a total of US$30 million in funding over four years and will
include a total of six sponsoring companies. AstraZeneca, Merck & Co. and Royal Philips Electronics
are the first three companies that have committed to sponsor the initiative. This collaboration
also involves Humana, one of the largest publicly traded health benefits companies in the U.S., and
reflects the creative real-world ways that the HRP Initiative hopes to work. Involving all members
of the care-cycle in this research initiative is novel and crucial to the overall success. BG
Medicine, a biotechnology research company based in Waltham, Massachusetts, serves as the project
coordinator.
The HRP Initiative is governed by a Joint Steering Committee composed of representatives of each of
the companies and a Scientific Program Board of the worlds foremost scientists and clinicians led
by Drs. Fuster and Falk.
Care-cycle: A healthcare cycle, which involves technologies inside and outside the hospital that
help prevent, diagnose, treat and monitor diseases
For more information, please contact:
Jayson Otke
Philips Corporate Communications
Tel +31 20 5977215
email jayson.otke@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-
looking statements involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future and there are many factors that could cause actual
results and developments to differ materially from those expressed or implied by these
forward-looking statements.
Philips completes acquisition of Partners in Lighting International
Tuesday, February 06, 2007
Amsterdam, The Netherlands Royal Philips Electronics (NYSE:PHG, AEX:PHI) announced today that it
has completed its acquisition of Partners in Lighting International (PLI). PLI is a European
market leader in home luminaires. It develops, manufactures and markets a broad portfolio of more
than 10,000 distinct home lighting luminaires under brand names such as Massive, TRIO and Lirio,
and concepts like Aqua, LED and Cucina.
Together with PLI, Philips will be able to establish a strong presence as an industry shaper in the
emerging market for solid state lighting solutions in the home, that will enable consumers to
create different lighting atmospheres with energy efficient LEDs.
Under the terms of the agreement, which was announced on November 13, 2006, Philips acquired PLI
from CVC Capital Partners, a private equity investment company, at an enterprise value of
approximately EUR 590 million, which was paid in cash upon completion. As a result of the
transaction, PLI will be financially consolidated with immediate effect within the Lighting
division of Royal Philips Electronics.
For more information, please contact:
Jeannet Harpe
Philips Corporate Communications
Tel +31 20 59 77 199
email jeannet.harpe@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips sells OM&T activities to Moser Baer of India
Tuesday, February 06, 2007
Amsterdam, The Netherlands Royal Philips Electronics (NYSE:PHG, AEX:PHI) today announced the sale
of its Philips Optical Media & Technology (OM&T) activities to Moser Baer India Ltd. for an
undisclosed amount. OM&T develops DVD and Blu-Ray related technology for the optical disk industry.
The sale of OM&T is part of Philips program to divest certain components businesses, which have to
that end been placed in its Corporate Investments portfolio. This transaction represents another
step Philips is taking to focus on its Healthcare, Lifestyle and Technology activities supported by
the strength of the companys brand.
OM&T employs approximately 50 people in Eindhoven and had turnover in 2006 of approximately EUR 10
million. The transfer of ownership to Moser Baer is effectuated retroactively from January 1, 2007.
For more information, please contact:
Arent Jan Hesselink
Philips Corporate Comunications
Tel +31 20 59 77415
email arentjan.hesselink@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips and CEC sign definitive agreement to transfer remaining Philips Mobile Phone activities to
CEC
Monday, February 12, 2007
Amsterdam, the Netherlands and Beijing, the Peoples Republic of China Royal Philips Electronics
(NYSE:PHG, AEX:PHI) and China Electronics Corporation (CEC) today have signed a definitive
agreement to transfer Philips remaining Mobile Phone activities to CEC. CEC will take over the
responsibility for Philips Mobile Phones business, which had 2006 sales of approximately EUR 320
million and has approximately 240 employees, mainly in Asia Pacific and Eastern Europe.
The Xenium brand, which is associated with long-battery life, will be transferred to CEC under
the terms of the agreement. CEC will receive an exclusive license to market and sell mobile phones
under the Philips brand for the coming five years. Certain mobile phone-related patents will be
transferred and licensed to CEC. In addition, Philips will transfer to CEC its existing marketing
network in some key countries for the mobile phone business, as well as its 25% equity stake in
Shenzhen Sangfei Consumer Communications Co. Ltd.
This transaction is conditional on all required shareholder, government and regulatory approvals
and consents and is expected to be closed by the end of the first quarter 2007.
For further information, please contact:
Joe Chen
Philips Corporate Communications
Philips Electronics China Group
Tel + 8621 6354 1088 ext.5226
email Joe.Q.Chen@philips.com
Nanda Huizing
Philips Corporate Communications
Philips Consumer Electronics
Tel +31 20 59 77915
email Nanda.Huizing@philips.com
Zhu Lei
China Electronics Corporation (CEC)
Dept. of Cooperation
Tel +86 10 68207015
email press-relation@cec.com.cn
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
About CEC
China Electronics Corporation (CEC) engages mainly in four business fields: semiconductor, computer
software/hardware & system integration, telecommunication network & terminals, and digital home
appliances. Sales revenue of CEC in 2005 was RMB53.38 billion Yuan. Its business activities cover
the complete value chain of the industry, including R&D, design, manufacturing, application,
marketing & distribution and technical service. In the fields of semiconductor, computer software &
hardware, telecommunication engineering and mobile handsets, CEC takes a pioneering position in
China in terms of production scale, technology level and R&D capability. News from CEC is located
at www.cec.com.cn.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements.
Philips to propose re-appointment of management Board members and supervisory Board members to
shareholders
Monday, February 19, 2007
Amsterdam, The Netherlands Royal Philips Electronics (AEX: PHI, NYSE: PHG) today announced that
its Supervisory Board will propose to the 2007 Annual General Meeting of Shareholders to re-appoint
Mr Gerard Kleisterlee, President & CEO, for four years, effective April 1, 2007.
Philips Supervisory Board will also propose to the General Meeting of Shareholders, which will be
held March 29, 2007, to re-appoint Dr. Gottfried Dutiné, Executive Vice-President of Royal Philips
Electronics and a member of the Board of Management for four years effective April 1, 2007.
The General Meeting of Shareholders will also be asked to appoint Mr Steve Rusckowski, CEO of
Philips Medical Systems, as a member of the Board of Management, effective April 1, 2007. Mr
Rusckowski was appointed CEO of Philips Medical Systems effective November 1, 2006.
Furthermore, the Supervisory Board will propose to the General Meeting of Shareholders to appoint
Mr Heino von Prondzynski as a member of the Philips Supervisory Board. Submitted for re-appointment
will be Mr Jan-Michiel Hessels, Mr Cees van Lede and Mr John Muro Thompson as member of the
Supervisory Board. All appointments to the Supervisory Board will be effective March 29, 2007.
The present four-year term of Mr Kleisterlee is due to expire in 2008. In the light of the
importance of continuity in the successful implementation of the companys strategy, the
Supervisory Board has deemed it desirable to ask Mr Kleisterlee to stay on as President & CEO
beyond that date, Mr Wim de Kleuver, chairman of the Supervisory Board of Royal Philips
Electronics, said. The Supervisory Board is pleased that he is prepared to do so and proposes to
the 2007 General Meeting of Shareholders to re-appoint Mr Kleisterlee as President & CEO and member
of the Board of Management for a new four-year term ending April 1, 2011.
Mr Kleisterlee has been a member of the Group Management Committee since January 1, 1999 and
Executive Vice-President of Philips and a member of the Board of Management since April 1, 2000. He
was appointed Chief Operating Officer of Philips as of September 1, 2000. On April 30, 2001, he
took office as President & CEO of Royal Philips Electronics.
Mr Dutiné was appointed a member of the Board of Management as per March 28, 2002. Mr Dutiné joined
Philips as of February 1, 2002. Before joining Philips, he has held senior management positions at
Rockwell-Collins, Motorola, Robert Bosch and Alcatel. In the Board of Management Mr Dutiné holds
responsibility for Philips country organizations, government relations and selected strategic
initiatives, including the initiative to optimize national sales channels across divisions.
Before becoming CEO of Philips Medical Systems, Mr Rusckowski had global responsibility for Imaging
Systems, one of the business groups of the Medical Systems division. In addition, he played a lead
role in designing strategies to expand Philips presence in the personal health and well-being
domain. Since 1984, Mr Rusckowski has held numerous management positions with the healthcare
division of Hewlett-Packard/Agilent Technologies. He was Senior Vice President and General Manager
of Agilents Healthcare Solutions Group when Philips acquired this business in 2001.
Mr von Prondzynski was a member of the Roche Executive Committee and Chief Executive Officer of the
Diagnostics Division of the Switzerland-based company. Before that, he was General Manager at
Germany-based Chiron Behring GmbH, and held several managerial positions at Bayer AG of Germany. Mr
von Prondzynski is of German nationality.
Additional information on the composition of the Supervisory Board and on Philips full-year
results, which were first presented January 23, 2007, is included in Philips 2006 Annual Report
that was published today.
Click here to view the Annual Report 2006.
The agenda and explanatory notes of the AGM as well as all documents relating to the AGM will be
available on the Investor Relations website later today.
Philips 2007 Annual General Meeting of Shareholders will be held at the Hotel Okura in Amsterdam
on March 29, 2007, beginning at 14:00 hours CET.
For more information, please contact:
Arent Jan Hesselink
Philips Corporate Comunications
Tel +31 20 59 77415
email arentjan.hesselink@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.
Forward-looking statements
This release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Philips and certain of the plans and objectives of
Philips with respect to these items. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will occur in the future
and there are many factors that
could cause actual results and developments to differ materially from those expressed or implied by
these forward-looking statements.
Philips Green Products achieve sales of over EUR 4 billion
Monday, February 19, 2007
Philips Sustainability Report 2006 shows sharp focus on energy efficient and accessible and
affordable health solutions
Amsterdam, The Netherlands On the occasion of publishing the Philips Sustainability Report 2006,
Royal Philips Electronics (NYSE:PHG, AEX:PHI) said that sales of its Green Products rose to more
than EUR 4 billion in 2006. This is the result of the companys EcoDesign drive over the past
decade and its investment of more than EUR 400 million in Green Lighting Technologies over the last
five years. Philips will increase this investment by more than EUR 100 million yearly the coming
years.
The EUR 4 billion Green Product sales includes Philips latest state-of-the-art lighting
technologies, which offer energy savings averaging at least 30%. The increased lifetime of these
lighting products and their recyclability, result in substantial waste reduction with an equivalent
decrease in the use of natural resources.
Barbara Kux, member of the Group Management Committee and chair of the Sustainability Board, said:
Green Products now account for 15% of our total revenue stream. These products include our top
line of Green Flagships, which increased in number by 24% in 2006. We are also proud that we
regained the number 1 position in the sector leisure goods in the Dow Jones Sustainability
Indexes.
Focus on energy efficient solutions to combat climate change
19% of global electricity is used for lighting. Philips is leading change in the lighting industry
to increase energy efficiency. The company is calling for joint action between the lighting
industry, non-governmental organizations and governments to encourage households to replace the
incandescent bulb with energy-saving alternatives, a switch which in Europe alone could happen
within 10 years, saving households up to 80% of lighting costs on their electricity bills.
One of Philipss revolutionary products in this respect is an energy saving halogen bulb for the
home called Edore. It offers clear crisp lighting and uses 50% less energy than the ordinary
household bulb. Available in the second half of 2007, the Edore is a retrofit halogen bulb that can
be used in a normal fitting.
Philips also offers affordable, high-quality, energy-efficient lighting in emerging economies. In
2006, SMILE (Sustainable Model in Lighting Everywhere), consisting of a rechargeable portable
lantern and a hand-cranked LED flashlight, was launched as a commercial pilot in four states in
India. The results look very promising.
Another area Philips is focusing on is the hidden energy use for TVs on standby. The company aims
to lower standby energy consumption of its TVs to below 0.2 watts in its 2008 model televisions.
The energy consumed when the television is on is also addressed, in particular in its LCD TVs with
light sensors for automatic dimming backlights to reduce energy consumption when people view TV in
the evening.
Focus on providing access to and affordable health solutions
From 2000 until 2050, the worlds population aged 60 and over will more than triple from 600
million to 2 billion. Cost and quality of healthcare as well as access to it in new and emerging
economies becomes of vital importance.
Early detection and diagnosis of diseases means that treatment can be easier and less invasive and
at a lower cost. Philips is, for instance, developing the imaging procedures for some 4,000 to
6,000 computerized tomography X-rays scans of coronary arteries and ultrasound scans of necks,
where plaque build-up can lead to stroke. It could revolutionize cardiac care with the dream that
one day doctors will be able to predict and prevent heart attacks and cardio vascular disease
Telemonitoring is another part of this approach. Many patients need help in managing complex
conditions over time. Treating these patients is a time- and resource-consuming task for healthcare
professionals and usually requires patients to regularly visit healthcare facilities. Philips has
developed a remote patient management solution delivering personalized healthcare through home
television.
Philips President and CEO Gerard Kleisterlee said: We view sustainability as a business
opportunity, to improve peoples lives and create value for individuals, communities and the
company. In our sustainability efforts we focus on two global challenges that affect everyone:
energy and healthcare. We want to be the company that simplifies solutions for these complex
issues.
A copy of the full report can be downloaded at www.philips.com/about/sustainability/index.html
Images of the report can be downloaded at the images and videos section at
http://www.newscenter.philips.com/About/News/imagesvideos/Index.html
Sustainability Recognition
Dow Jones Sustainability Indexes member since 2000
2006/2007 Dow Jones Sustainability Indexes global leader in the sector leisure goods
Global 100 Most Sustainable Corporations in the World since it was launched at the World Economic
Forum in 2005.
Anna Quarrell
Philips Corporate Communications
Mobile +31 6 106 89896
Tel +31 20 59 77279
email anna.quarrell@philips.com
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lifestyle and technology, delivering products, services and solutions through the brand
promise of sense and simplicity. Headquartered in the Netherlands, Philips employs approximately
121,700 employees in more than 60 countries worldwide. With sales of EUR 27.0 billion in 2006, the
company is a market leader in medical diagnostic imaging and patient monitoring systems, energy
efficient lighting solutions, personal care and home appliances, as well as consumer electronics.
News from Philips is located at www.philips.com/newscenter.