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SECURITIES AND EXCHANGE COMMISSION
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 29
through February 18, 2008
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, 2007, dated February 18, 2008, as well as copy of the press releases entitled:
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 18th day of February 2008.
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)
Simpler, stronger, better
Annual Report 2007
Philips taps teams of futurists, cultural anthropologists, designers and scientists to develop
user-centered products and services.
BusinessWeek.com, 9/10/07
BusinessWeek innovation ranking
In the BusinessWeek-Boston Consulting Groups annual ranking of the worlds most innovative
companies, Philips jumped from No. 67 in 2006 to No. 38 in 2007.
Awards
In 2007 we received over 45 design awards recognizing our commitment to people-focused solutions.
These included 16 coveted iF awards. We also won two prestigious awards from the European Imaging &
Sound Association (EISA). The 47PFL9732D FlatTV with Ambilight was named European Full-HD LCD TV
2007-2008, while the HTS8100 SoundBar DVD Home Theater with Ambisound technology was named European
Home Theater Compact System 2007-2008.
Simplicity Event 2007
Philips Simplicity Events use simplicity-led design concepts to provide an insight into possible
solutions three to five years ahead. The 2007 edition in London showcased how the inventive use of
technology, coupled with intuitive, personalized design, can enhance care for peoples well-being
at home, in the hospital and on the move.
...they are at the heart of our thinking
Live Earth / asimpleswitch.com
On July 7,2007, Philips sponsored the Live Earth concerts at eight different locations around the
world, attracting an audience of two billion people. On the asimpleswitch.com website, over 600,000
people have pledged to replace a total of over 3.3 million light bulbs with energy-efficient
alternatives.
56%
Sales of innovative products
In 2007,56% of our sales came from products introduced in the last three years.
500 million and counting
In May 2007 our 500 millionth shaver was produced in Drachten (Netherlands). We also ushered in the
future of shaving with the launch of the revolutionary Arcitec shaver. With its ergonomic design
and three independently flexing heads, Arcitec offers optimum skin contact in curved areas for a
faster, closer, more efficient shave.
Philips not only talks simplicity, it lives simplicity
Dr
Jurgen Hausler, [ILLEGIBLE]
CEO Interbrand Zintzmeyer & Lux
Interbrand ranking
Philips was one of the ten fastest-growing brands in terms of total brand value in the 2007 ranking
of the top-100 global brands as compiled by leading brand consultant Interbrand. Our brand value
rose 15% to an estimated USD 7.7 billion, making Philips the 42nd most valuable brand in the world.
We are inspired by people
World
of wonder
Philips has redefined home entertainment with Aurea. The Aurea experience is like stepping
into a different world, as scenes radiate an aura of light and color beyond the frame. The result
is a totally immersive, ambient viewing experience.
Better images, lower impact
The 256-slice Philips Brilliance iCT scanner can capture an image of the entire heart
in just two beats, while reducing radiation doses by up to 80%.
Energy-saving potential
Designed for offices and schools, for instance, Philips MASTER TL-D Eco fluorescent
lamps save 15% energy compared to traditional T8 fluorescent lamps, of which the EU
alone has an installed base of more than 1 billion.
This Annual Report is available online in dynamic, interactive form at the address below. Key
financial data are available as Excel downloads. The Report can also be downloaded in full or per
chapter in PDF.
www.philips.com/annualreport
In parallel and complementary to this Annual Report 2007, we have published our Sustainability
Report 2007 (www.philips.com/sustainability).
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. Examples of forward-looking statements include statements made about our
strategy, estimates of sales growth, future EBITA and future developments in our organic business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances 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.
These factors include but are not limited to domestic and global economic and business conditions,
the successful implementation of our strategy and our ability to realize the benefits of this
strategy, our ability to develop and market new products, changes in legislation, legal claims,
changes in exchange and interest rates, changes in tax rates, pension costs, raw materials and
employee costs, our ability to identify and complete successful acquisitions and to integrate those
acquisitions into our business, our ability to successfully exit certain businesses or restructure
our operations, the rate of technological changes, political, economic and other developments in
countries where Philips operates, industry consolidation and competition. As a result, Philips
actual future results may differ materially from the plans, goals, and expectations set forth in
such forward-looking statements. For a discussion of factors that could cause future results to
differ from such forward-looking statements, see also the chapter Risk management.
Third-party market share data
Statements regarding market share, including those regarding 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 2007 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.
US GAAP basis of presentation
The financial information included in this document is based on US GAAP, unless otherwise
indicated. As used in this document, the term EBIT has the same meaning as Income from operations
(IFO).
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; EBITA; NOC;
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.
Further information on non-US GAAP information and 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.
Statutory financial statements and management report
The chapters IFRS financial statements and
Company financial statements contain the statutory financial statements. The introduction to the
chapter IFRS financial statements sets out which parts of this Annual Report form the management
report within the meaning of Section 2:391 of the Dutch Civil Code (and related Decrees).
Reclassification
On November 2, 2007, Philips announced that it has decided to proceed with the sale of its
approximately 70% ownership interest in MedQuist. Amongst others, in order to ensure comparison
between different financial years and to achieve optimal transparency for users of the Annual
Report, all consolidated financial statements of prior years have been restated to present the
MedQuist business as a discontinued operation. The original consolidated financial statements of
prior years are available on the Companys website.
As of January 2007, the following key portfolio changes have been applied to the Philips Group
structure: Other Activities was renamed Innovation & Emerging Businesses; Unallocated was renamed
Group Management & Services; GSU activities and Miscellaneous were transferred from Innovation &
Emerging Businesses to Group Management & Services; Consumer Healthcare Solutions was moved from
DAP to Innovation & Emerging Businesses. Also, as of January 2007, certain
Corporate/Regional/Country overhead and Corporate Intellectual Property costs were allocated to the
operating divisions to further improve transparency of the total cost structure. As a consequence
of the aforementioned, prior-year financials have been restated.
6 Philips Annual Report 2007
Contents
Philips Annual Report 2007 7
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8 Financial highlights
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10 Message from the President
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16 The Philips Group |
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62 The Philips sectors |
Financial highlights
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all amounts in millions of euros unless otherwise stated |
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2005 |
1) |
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2006 |
1) |
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2007 |
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Sales |
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25,445 |
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26,682 |
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26,793 |
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EBITA2) |
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1,652 |
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1,386 |
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2,065 |
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as a % of sales |
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6.5 |
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5.2 |
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7.7 |
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EBIT |
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1,558 |
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1,201 |
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1,852 |
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as a % of sales |
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6.1 |
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4.5 |
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6.9 |
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Results relating to equity-accounted investees |
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1,754 |
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(157 |
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763 |
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Income from continuing operations |
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2,879 |
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901 |
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4,601 |
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Income (loss) from discontinued operations |
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(11 |
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4,482 |
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(433 |
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Net income |
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2,868 |
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5,383 |
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4,168 |
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per common share in euros |
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- basic |
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2.29 |
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4.58 |
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3.84 |
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- diluted |
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2.29 |
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4.55 |
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3.80 |
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Net operating capital2) |
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5,439 |
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8,518 |
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10,586 |
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Cash flows before financing activities2) |
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2,841 |
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(2,472 |
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5,449 |
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Stockholders equity |
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16,666 |
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22,997 |
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21,684 |
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Net debt : group equity ratio2) |
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(4):104 |
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(10):110 |
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(32):132 |
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Employees at December 31 3) |
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159,226 |
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121,732 |
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123,801 |
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1) |
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Restated to present the MedQuist business as a discontinued operation |
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2) |
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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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3) |
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Includes discontinued operations 44,174 at December 31, 2005,6,640 at December
31, 2006 and 5,703 at December 31, 2007 |
8 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
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5%
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1.90
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7.7%
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4,168 |
comparable sales growth
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EBITA per common share
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EBITA as a % of sales
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net income in millions of euros |
Philips
Annual Report 2007 9
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
Message from the President
Dear shareholder,
2007 was a dynamic and exciting year for our company, with good progress on many fronts. However,
this did not translate into an equally exciting share performance. Operationally, we delivered once
again on our Group targets, with 5% comparable sales growth and an EBITA margin of 7.7%, thanks to
good execution, a strong innovation pipeline and a balanced portfolio that proved its robustness in
a weakening economic environment.
We continued to advance well in our drive to become a truly market-focused, people-centric company
that is geared to creating value through sustained profitable growth.
Strategically, we made significant steps in building strong market leadership positions across the
portfolio, by investing in high-growth high-margin businesses while continuing to divest some
low-growth low-margin businesses, largely completing our portfolio transformation.
In particular, the announced acquisitions of Genlyte and Respironics will boost our leadership
position in Lighting and Home Healthcare respectively.
At the same time, we also tightened the focus of our portfolio with, among others, the sale of our
mobile phone operation, as well as the projected divestment of our set-top box activity and our
ownership interest in MedQuist.
We continued to invest in strengthening our position in important emerging markets in Asia, Eastern
Europe and Latin America. Across our businesses, growth in emerging markets was particularly strong
in 2007, and they now account for approximately 30% of our sales. We intend to further expand our
presence in these markets by growing considerably faster than their respective economies.
We also continued to invest heavily in the things that really set Philips apart our brand and our
end-user-driven innovation and design moving us to 38th place in Business Weeks ranking of the worlds
most innovative companies (up from 67th place in 2006) and further increasing our brand value by
15% (according to Interbrand).
Financially, we accelerated our disciplined redeployment of capital with the announcement of a new
EUR 5 billion (tax-free) share repurchase plan, on the back of a change to Dutch tax law. At the
same time, we moved forward with our program to sell down our financial holdings, lowering our
stakes in TSMC and LG.Philips LCD. With our capital reallocation process now largely completed, we
are well on our way to arriving at an efficient balance sheet before the end of 2009.
In 2007 we also launched our EcoVision IV program, which aims to double sales of our Green Products
over the next five years to 30% of total revenues, in comparison to 15% in 2006. And we have
pledged to double investments in green innovations to EUR 1 billion by 2012. Concentrating on areas
where we can make an impact with our capabilities and expertise, we are focusing our sustainability
efforts on two global challenges: energy efficiency and available and affordable healthcare.
Crucially, in September we announced Vision 2010, a strategic blueprint defining the company we
want Philips to be a simpler, stronger company that is better placed to meet peoples need for
high-quality but affordable healthcare, energy-efficient lighting and rewarding lifestyle
experiences, while at the same time providing significant shareholder value by delivering on our
target to double EBITA per share by 2010.
As stated above, good progress on many fronts, though for you, our shareholder, only a flat share
price performance, more or less in line with the market. With that, we rankon three-year TSR
(Total Shareholder Return) 5th in our old peer group of 24 companies and, for the first time in
our new peer group, 6th among 12
10 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
companies. Our ambition and your expectation are clearly higher, and so with our agenda for
2008 we will drive even more relentlessly for value creation and delivery.
Performance against targets
As I do every year, I would also like to update you on how we did on the things we had set out to
do as part of our 2007 Management Agenda.
Maintain annual average sales growth of 5-6% and achieve above 7.5% EBITA
I am glad to say we achieved our Group targets of 5-6% annual average sales growth and EBITA above
7.5%.
At 5%, comparable sales growth was at the low end of the bandwidth as particularly high growth at
DAP and solid growth at Lighting were offset by a flat performance at Consumer Electronics, caused
by a loss of market share in the first half of the year at Connected Displays a highly
competitive business that we continue to manage for profitability while Medical Systems sales
growth was hampered by a declining US imaging market, triggered by the Deficit Reduction Act.
At 7.7% of sales, our EBITA margin is the highest in recent years, up from 5.2% in 2006 an
excellent starting position towards our 2010 targets. Operationally, we executed very well in our
DAP and Lighting businesses, which achieved EBITA margins of 17.6% and 11.9% respectively, even
though Lighting was hampered by the sharp decline in the very profitable UHP business and the
closure of our LCD backlighting activity. However, we had some issues at Consumer Electronics,
especially Connected Displays, with losses in the US for the whole year. Despite this, Consumer
Electronics managed to exceed its target of 3% EBITA margin. At Medical Systems we were impacted by
the slowdown of the US imaging market. The shortfall in the US could not be compensated entirely by
a good operational performance of the non-imaging businesses and in the rest of the world, which
resulted in slight under-performance against margin targets, EBITA remaining virtually stable
at 13.5%.
Delivering on our 2007 objectives puts us in a good starting position to meet the more ambitious
medium-term targets set as part of Vision 2010, especially as this portfolio of activities has
shown resilience in earlier periods of economic downturn.
Continue to redeploy capital in a disciplined way through value-creating acquisitions, share
buy-backs and dividends
In 2007 we continued to further strengthen our key businesses and create
true market leadership positions by means of both small fill-in and largerplatform acquisitionsall high-growth high-margin businesses.
Besides our acquisition drive, which resulted in 2007 in a total cash-out of EUR 1.5 billion, we
continued our policy of repurchasing shares, buying back some EUR 1.6 billion worth of shares, of
which EUR 0.8 million for cancellation. Unfortunately the buy-back through the so-called second
trading line brought us only about half of the EUR 1.6 billion we had targeted. However, on the
back of a change to Dutch tax law, we were able, in December, to announce a new EUR 5 billion
buy-back plan, through which we will more than catch up on our target.
With our year-end announcements of the Respironics acquisition and our latest share buy-back plan,
we passed the EUR 10 billion mark twice for closed and announced acquisitions, as well as for the
total of realized and intended share buy-backs. In total we have re-allocated over EUR 20 billion
of capital since 2005, largely completing our capital re-allocation program and putting us well on
track to deliver, as promised, an efficient balance sheet before the end of 2009.
With our strong focus on economic value added as well as return on invested capital, our
projections show that
12 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Our sectors share a common brand that stands for innovation delivered with sense
and simplicity.
this combination of accretive acquisitions and share buy-backs is the best way to create
shareholder value.
I am also pleased to announce that, consistent with our policy to pay out 40-50% of continuing net
income as an annual dividend, we are proposing to the upcoming General Meeting of Shareholders to
declare a dividend of EUR 0.70 per common share, an increase for the fourth year in a row and a
statement of our confidence for the future.
Drive a culture of superior customer experience by delivering on the brand promise and implementing
the Net Promoter Score measure in the company
In 2007, Philips was one of the ten fastest-growing
brands in terms of total brand value in the annual ranking of the top-100 global brands compiled by
Interbrand a clear sign that the brands core messages resonate with customers. Our brand value
rose 15% to an estimated USD 7.7 billion, making Philips the 42nd most valuable brand in the world.
We drove the further deployment of the Net Promoter Score (NPS) as our single key metric of
customer experience. NPS measures the answer to just one question:How likely is it that you would
recommend this company/ product to a friend or colleague? Brands with high NPS scores tend to grow
faster and more profitably than their competitors. At present, close to 50% of our key businesses
have industry-leading scores, and we aim to increase this figure to 70% by 2010 a significant but
vital challenge.
Be an exciting place to work and bring employee engagement to a high-performance benchmark
level within 2 to 3 years
Philips is a fantastically exciting place to work. We offer our employees excellent working
conditions, energizing career challenges and international development opportunities. And we are
unstinting in our efforts to create a diverse and inclusive working environment, in which all
employees feel valued for their talents and contribution.
We are also stimulating a culture where people are encouraged to be ambitious and take calculated
risks, and where failure is understood to be part of learning.
We measure the progress of our people initiatives through our annual Employee Engagement Survey. In
2007, the response was 92%, up from 85% in 2006, and the results show definite improvement. The
Employee Engagement Index figure rose to 64%, from 61% in 2006. Our goal is to reach the
high-performance benchmark of 70% by 2009.
We also use the Engagement Survey to gauge how our people judge their leaders. Our People
Leadership Index measuring 12 aspects relating to ones direct manager-rose to 64% from 59% in
2006, equally moving towards the high-performance benchmark of 70%.
Vision 2010 creating a simpler, stronger and better company
In September 2007 we launched Vision 2010, organizing Philips in three market-oriented sectors -
Healthcare, Lighting and Consumer Lifestyle effective January 2008, with the ambition to build a
company with a significantly higher shareholder value by delivering on our target to double EBITA
per share by 2010 from our 2007 starting point
Vision 2010 represents a step up of ambition in our drive to become a truly market-driven,
people-centric company with a well-balanced portfolio of professional and consumer businesses with
attractive EBITA margins and effective business models one that has already demonstrated
resilience in a challenging economic environment
Our sectors address specific yet interlinked markets, with a strong focus on people and their
health and well-being, and they share a common brand that stands for innovation delivered with
sense and simplicity.
Philips Annual Report 2007 13
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
Healthcare
Our new Healthcare sector brings together Medical Systems and our growing Home Healthcare Solutions
business formerly Consumer Healthcare Solutions. We now deliver innovative solutions based on
the combination of human insights and clinical expertise-across the entire care cycle, from the
hospital to the home. We believe the link bridging the hospital and the home is going to be
increasingly important in delivering better patient outcomes while containing costs.
In the hospital market we strengthened our global leadership in critical care with the acquisition
of VISICU, providing advanced IT solutions for monitoring of patients in the intensive care unit.
Complementary to our established leadership position in the professional healthcare technology
market, our proposed acquisition of Respironics a leading US-based global provider of innovative
respiratory and sleep therapy solutions for hospital and home use is part of our strategy to
create a global leadership position in the fast-growing home healthcare solutions market as well.
Given the unsustainably high healthcare costs in many markets and increased emphasis on both
efficiency and patient comfort, we are seeing a gradual shift towards diagnosing, treating and
monitoring patients in their homes rather than in hospitals. Demand for home healthcare is also
growing due to the increasing number of elderly people and the rising incidence of chronic
diseases. With our expertise in consumer insights in the consumer lifestyle space, we feel we are
ideally positioned to be one of the leading companies driving this emerging trend.
Completion of this stage of our acquisition drive will create a Healthcare sector with sales of
over EUR 7 billion going forward and global leadership positions in areas such as cardiac care,
acute care, and now also home healthcare. We will continue to grow our business organically and
further expand profitability by maintaining our focus on operational excellence and by leveraging
our 2007 acquisitions.
Lighting
In both the professional and consumer domains, Philips Lighting is increasingly shifting its focus
towards applications, rather than products, supported by the growing demand for energy-efficient
solutions and the rise of solid-state lighting. In 2007 we underscored our ambitions by completing
a number of major acquisitions totaling EUR 1.2 billion to boost growth and position ourselves
for the future.
14 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
We completed the acquisition of Partners in Lighting International, the leading European
manufacturer of home luminaires, an area where solid-state lighting (SSL) will bring major benefits
in terms of creating atmospheres and reducing energy consumption.
Further lighting acquisitions included Color Kinetics, a US-based leader in innovative LED lighting
systems, with a broad technology and intellectual property portfolio (controls and intelligent
technology). In this way we are building a strong position through the complete SSL value chain for
future growth in energy-efficient lighting solutions using LED sources.
Toward the end of the year we announced the acquisition of major North American luminaire
manufacturer Genlyte, giving us the leading position in the US market for professional lighting
applications.
Together, these actions have significantly strengthened our global leadership position in the
market for advanced, energy-efficient lighting solutions, creating a Lighting sector with sales of
over EUR 7 billion going forward. Leveraging end-user-driven innovation, marketing and supply
excellence, we will drive profitability by managing for growth.
Consumer Lifestyle
Combining CE and DAPs complementary strengths will boost Philips consumer lifestyle proposition
as a whole, creating a new business sector based on deep end-user insight, cutting-edge design and
rich consumer experiences, rather than product categories.
In Consumer Lifestyle we have chosen a strategic direction which is based on the fundamental
insight that our target customer is increasingly interested in personal well-being. Exploiting
Philips innovative capability, brand and distribution strength will enable Consumer Lifestyle to
further drive the portfolio in the direction of sustainable high-margin positions in the well-being
space, as well as providing us with a platform to grow into new value spaces. At the same time, the
coming year will see us take decisive steps to structurally deal with the issue of unsatisfactory
profitability at Connected Displays.
Focus on execution
We are close to being the Philips we envisaged when we set out to transform the company in 2001. We
are no longer inward-looking, but market and customer-oriented, no longer volatile and cyclical,
but ready to continue to progress in spite of economic headwind. I am convinced that unrelenting focus on the
needs of the market, along with rigorous and consistent execution of our plans, will enable us to
continue delivering on our promise of sustained profitable growth.This will bring us a step closer
to the realization of our Vision 2010 ambition and create lasting value for all our stakeholders
and in particular for you, our shareholder.
Final thoughts
On a personal note, I would like to thank Theo van Deursen, who will be retiring on April 1 this
year, for his outstanding contribution over a period of some 35 years, latterly as CEO of Philips
Lighting, where he has been the architect and driving force of the new, expanding Lighting sector.
I wish him all the best for his retirement
With Rudy Provoost we have a good successor for Theo, one who will steer the next phase of growth
and expansion at Philips Lighting, having profoundly transformed our Consumer Electronics
businesses. I am also very pleased to have Andrea Ragnetti as the leader of our Consumer Lifestyle
sector, where he will combine his marketing skills with the best of DAP and CE. Together with Steve
Rusckowskis in-depth knowledge and experience of Healthcare, we have three strong sector leaders
working closely together with me and my colleagues Pierre-Jean
Sivignon and Gottfried Dutiné to
provide Philips with the leadership it needs to move to a higher performance level.
We also have to say goodbye to Wim de Kleuver, the Chairman of our Supervisory Board, whose
stewardship, wisdom and experience we have always valued. I wish him the very best for the future.
Finally, on behalf of the entire Board of Management, I would like to express my thanks to you, our
shareholders, for your continued support as we strive supported by the dedication and drive of
our people to fulfil the promise of the future set out in Vision 2010.
Gerard Kleisterlee
President
Philips Annual Report 2007 15
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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The Philips Way |
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The Philips Way
Our company was founded in Eindhoven (Netherlands) in 1891 to manufacture incandescent
lamps and other electrical products. Ever since then, we have been simplifying and enhancing
peoples lives with a steady flow of pioneering innovations, for instance in the fields of medical
imaging, television, lighting, optical technology and integrated circuits. Today, we remain
committed to building upon this rich heritage to make peoples lives simpler, more enjoyable and
more productive.
Vision 2010
In 2001 we started out on a journey to transform Philips into a focused, market-driven company
capable of delivering sustained profitable growth, and so creating value for our stakeholders. Over
the course of the intervening years, we have fundamentally repositioned Philips from a rather
volatile, technology-focused, vertically integrated electronics company to an
applications-oriented, customer-centric and more predictable company. This involved a massive
capital re-allocation, away from cyclical technology businesses and toward expansion of our
high-margin core businesses through acquisitions, innovation and brand injections, as well as
returning capital to shareholders through tax-efficient share buy-backs and dividends. In 2007 we
took another major step forward with the announcement of our Vision 2010 strategic blueprint.
Vision 2010 places the customer at the very heart of everything we do. Accordingly, we have
realigned our entire organization around the needs we see in the marketplace. Effective January
1,2008, we now have three sectors Healthcare, Lighting and Consumer Lifestyle.
Insights and empowerment
Our mission is to improve the quality of peoples lives through the timely introduction of
meaningful innovations. In a world where complexity grows to touch every aspect of our daily lives,
we will lead in bringing sense and simplicity to people.
Based on a deep understanding of what people really need and want, and delivering on our promise of
simplicity, we empower our customers both healthcare and lighting professionals and end-consumers
with solutions that are advanced, yet designed around them and easy to experience. Specifically,
we address these needs and desires in the four domains of my space, my body, my appearance and my
mind.
As well as expressing a commitment to eliminate unnecessary complexity and to deliver the
meaningful benefits of technology, our sense and simplicity brand promise also defines how we
want to be seen by all our stakeholders open and transparent, approachable, easy to do business
with.
Today, Philips is a much simpler company focused on the market, centered around the brand and
driven by innovation. We see tremendous potential in both mature and emerging markets and leverage
our competencies in design, technology and marketing to capture value from some of the major
economic, social and demographic trends, e.g. the growing demand for better healthcare at lower
cost consumer empowerment the rise of emerging markets and the need for energy efficiency.
16 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
As we strive to enhance the quality of peoples lives, our 7 strategic
drivers are helping us become a simpler stronger and better company.
Vision 2010 ambition to significantly increase shareholder value
|
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Improve the EBITA margin of our current businesses
to exceed 10% by year-end 2010 |
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Through improved margin management, increased contribution from recent acquisitions, a better
product mix, the effects of the organizational simplification and reduced corporate brand spend. |
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Drive comparable sales growth at a minimum of 6%
(compound annual growth rate) for the period
2008-2010 |
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Fuelled by organic growth, and through a specific focus on emerging markets and developing
economies. |
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Arrive at an efficient balance sheet by the end of 2009 |
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Through a combination of further value-creating
acquisitions and continued return of capital to
shareholders. |
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Thanks to the combined effect of these measures, we expect EBITA per common share to more than
double by 2010 from the 2007 level. |
Management Agenda 2008
As a result of a thorough review of our 2007 achievements and remaining challenges, as well as our
expectations for the development of the global economy and the competitive environment, we have
adopted the following management agenda for 2008:
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Integrate and leverage recent acquisitions, delivering
the anticipated return on investment |
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Take decisive steps to structurally deal with
unsatisfactory EBITA margins at Connected Displays |
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Improve productivity as a driver of margin expansion |
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Step up resource investment in emerging markets
to accelerate growth in excess of 2x GDP |
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Increase innovation focus in support of Philips
growth ambition |
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Continue to drive a culture of superior customer
experience |
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Bring employee engagement to high-performance
benchmark |
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Philips Annual Report 2007 17
Our 7
strategic drivers
1
We are a people-centric company that organizes around customers and markets
Vision 2010 positions Philips as a market-driven company with an organizational structure that
reflects the needs of its customer base.
Our three new sectors, Healthcare, Lighting and Consumer Lifestyle, each address different markets,
but have one thing in common the customer is at the center.
By bringing together Medical Systems and our growing Home Healthcare Solutions business, for
example, we can develop solutions that deliver value throughout the
complete cycle of care from
disease prevention to screening and diagnosis through to treatment, monitoring and health
management.
And by combining CE and DAP, we will leverage our competencies to create competitive advantages in
a challenging marketplace. Merging sales teams, for example, will create greater focus and reach
within our chosen markets. Optimizing supply and service processes will improve customer-centric
effectiveness. And combining consumer insights will enable us to deliver even more compelling value
propositions.
2
We invest in a strong brand and consistently deliver on our brand promise of sense and simplicity
in our actions, products and services
The 2007 wave of our brand campaign showcased a range of simplicity solutions that empower
consumers, particularly families, to manage their health and well-being. These advertisements
underscore the deep consumer knowledge and insights that set Philips apart in the healthcare
industry.
By
investing consistently in our brand also through activities
like our Simplicity Events we
are seeing its value increase significantly, as evidenced by our fourth successive rise in the
annual Interbrand top 100.
3
We deliver innovation by investing in world-class strengths in end-user insights, technology,
design and superior supplier networks
Technology continues to drive many of our innovations, and innovation is integral to everything we
do. But to ensure it is relevant and meaningful, we take end-user insights as its starting point.
Product creation and development begins with an understanding of peoples needs and aspirations. We
make extensive use of our Experience Labs, where we can study people interacting naturally with our
product concepts. If they find the concepts too complex, we make them simpler or go on to the next
innovation.
The Philips Wake-Up Light is a new, medically proven wake-up solution based on the simulation of
dawn. It emits light that gradually increases to the intensity you have selected, gently preparing
your body to wake up. This dawn light positively affects your energy hormones, enabling you to
rise naturally and easily, feeling energized and refreshed.
4
We develop our peoples leadership, talent and engagement and align ourselves with high-performance
benchmarks
In the
2007 edition of our annual Employee Engagement Survey, almost 100,000
Philips employees from across all sectors and functions were invited to answer the same 39 questions on leadership,
management capabilities, alignment with Philips vision, identification with the brand, and reward
recognition.
The Employee Engagement Index figure increased to 64%, from 61% in 2006. We have set ourselves the
goal of reaching the high-performance norm of 70% by 2009. So while we are on the right track, the
remaining gap still needs to be closed.
5
We invest in high-growth and profitable businesses and emerging geographies to achieve market
leadership positions
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 need for energy-efficient solutions (e.g. for lighting) and developments in the
consumer space. We are also well placed to realize profitable growth in emerging markets, while
contributing to the sustainable development of these economies.
We continue to pursue opportunities to make value-creating acquisitions that can further our growth
ambitions. The acquisitions we announced in 2007, for example, strengthened or established our
leadership positions in promising markets, or gave us access to new markets. The successful
integration of Partners in Lighting International, Color Kinetics and Genlyte will significantly
boost our global leadership position in the market for advanced lighting solutions, while the
announced acquisition of Respironics puts us firmly at the forefront of the fast-growing market for
home healthcare solutions.
Now, the priority is to successfully integrate and leverage these acquisitions in order to capture
their full value and so deliver the anticipated growth and margins.
6
We are committed to sustainability and focus on making the difference in efficient energy use
Global climate change, rising energy costs and pressure to meet targets on reduction of
CO2 emissions are major issues facing the world today. Addressing these imperatives and
the opportunities they present will have a major impact on global business.
Philips has a long-standing commitment to providing solutions that improve peoples lives and are
environmentally sound. Now we are the industry leader in energy-efficient lighting with, for
example, our state-of-the-art TL5 lamps and LED light sources, electronic gear, high-efficiency
optics and energy-saving lighting controls.
We are aiming for our Green Products to generate 30% of total revenues by 2012, compared with 15%
of Group sales in 2006. This commitment is part of our latest EcoVision program, which aims to
double investment in green innovations to EUR 1 billion in the next five years and to increase the
energy efficiency of our operations by 25%.
During 2007 we launched our Green Logo, a simple tool to help consumers find Philips Green
Products in stores and make responsible choices.
7
We drive operational excellence and quality to best-in-class levels, allowing us to make strategic
investments in our businesses
Philips Business Excellence (PBE) provides a holistic framework for assessing an organizations
position relative to world-class performance, identifying strengths as well as improvement
opportunities that support business objectives.
In few areas are the demands for manufacturing excellence higher than in the automobile industry.
This drives our Automotive Lighting business, which has adopted a
zero-defects policy not as a
philosophy but as a hard target.
Using the Philips Business Excellence program, our people at Automotive Lighting identify what
improvements are needed, and formalize them in the management agenda. The policy is based on
management attention and shop floor focus. Black Belts (process experts) and Green Belts
(operational and tactical experts) lead improvement teams focused on product quality issues. Our
Lighting Quality Improvement Competition provides a platform where the teams can share their
experiences and learn from each other, as well as motivating and engaging our people.
I feel
more secure now
Philips and healthcare
I live on my own and have severe arthritis, which makes me fall sometimes. Now, I can get help
when I need it. When I fell last week I pressed the button, and immediately my panic was gone.
Within a few minutes the paramedics were here.
Philips Lifeline is an easy-to-use personal response service that lets you summon help any time of
the day or night even if you cant speak. All you have to do is
press your personal help button, worn on a wristband or pendant, and a trained response center
associate will ensure you get help fast.
Philips Annual Report 2007 23
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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The Philips Way |
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Healthcare
Our focus
is on the people at the center of healthcare the patient and the care provider. Based on
both user insights and clinical excellence, our innovative solutions simplify and improve care, and
empower people to manage their own health.
Whether in the hospital or the home, we seek to improve patient outcomes throughout the entire care
cycle from prevention and screening to diagnosis, treatment, monitoring and management.
Patient comfort
The Philips Panorama HFO magnetic resonance system provides high-quality
performance in a truly open configuration, allowing three times more patient space than cylindrical
high-field systems. This creates a more acceptable imaging environment for claustrophobic or
anxious patients.
For demanding caseloads
Philips
X-ray angiography systems - such as the Allura Xper range deliver flexibility and workflow
control, while ensuring exceptional image quality and superb dose management. Designed for cardiac,
vascular and neuro interventions, these systems help increase clinical efficiency.
Get closer
The Philips BrightView SPECT system offers exceptional image quality in a fast, easy-to-use
package. Its BodyGuard feature automatically contours to the patient, using a customizable scan
distance preset by the operator.
Anytime, anywhere
Philips iSite PACS is an enterprise-wide medical image and information management system. From an
easy-to-use interface to having all images archived online and available at the click of a mouse,
iSite PACS delivers the power of radiology to the point of patient care.
24 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Addressing daily challenges
With its image quality, ease of
use, automated quantification and
workflow solutions, the Philips iU22
intelligent ultrasound system gives clinicians tools that increase confidence in diagnoses
and improve throughput.
Quality gains
The Philips Gemini PET/CT scanner with TruFlight technology delivers 20% better spatial and
contrast resolution, providing faster, more sensitive scanning than conventional PET. This
facilitates earlier disease detection, regardless of patient size.
Delivering clear information
The Philips IntelliVue family of patient monitors gives care teams throughout the hospital more of
the information they need right at the patients side. All share a common user interface and
Philips innovative portal technology.
Superior imaging
Philips Brilliance CT systems provide the clinical advantages needed to attract referrals and the
productivity advantages needed to keep them. Their appeal is powered not only by technological
innovations for superior speed, accuracy and reliability, but also by advances in user interaction.
Care in the home
Philips Remote Patient Management has a comprehensive offering of telehealth products and services
for monitoring of chronically ill patients after they have been discharged from hospital.
People-focused healthcare
Philips Ambient Experience integrates design and enabling technology to provide each patient with a
personalized experience that eases anxiety, thereby facilitating procedures and increasing
operational effectiveness.
Philips Annual Report 2007 25
I can create different moods now
Philips and lighting
My shop is constantly changing in terms
of merchandise, theme, floor layout,
etc. And my customers motivation or
mood for shopping can be different at
different times. Now, I can tailor
the ambience to my clientele at the
touch of a button, or adapt the
lighting to events such as a summer
sale or the launch of a new
collection.
Philips AmbiScene is a flexible lighting
concept designed to help retailers create
inspiring and meaningful shopping
experiences. It can change the lighting in
every conceivable way (e.g. color, tones of
white, intensity), addressing different
shopping moods and supporting retail
communication strategies. AmbiScene comprises
a broad portfolio of luminaires and controls,
including solid-state lighting, allowing
dynamic lighting and special effects.
Philips Annual Report 2007 27
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8
Financial
highlights
|
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10 Message from the
President
|
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16
The Philips
Group
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62
The Philips Sectors |
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The Philips Way
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Lighting
Lighting has a major impact on our well-being, moods and emotions. It inspires, attracts,
communicates, sets the scene and enhances our experience of architectural spaces.
Combining our understanding of peoples needs, desires and aspirations with our technological
leadership, we are able to deliver the advanced, energy-efficient products and systems that will
help us create a sustainable future.
Safer driving
A study by
the independent safety research organization TÜV Rheinland showed that if all vehicles
on German roads were equipped with Xenon car lights, 18% of all fatalities could be avoided, saving
1,200 lives annually.
Enjoy your stay!
Philips MASTERCIassic
is a retrofit halogen
bulb for hospitality
applications, which
cuts energy
consumption by 50%,
lasts three times
longer than an
incandescent bulb and
provides outstanding
sparkling white light.
Living streets
Philips CosmoPolis delivers a very high-quality white light and uses 50% less energy than the
mercury-vapor street-lighting systems still in use all over the world, saving more than 100 kg of
CO2 per year per lamp.
Simply irresistible
Philips MASTERColour COM Elites crisp white light, high output and superior color rendering adds
sparkle to retail environments, displaying merchandise to best effect and attracting consumers.
28 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Cities for people
Offering
unprecedented design
freedom in terms of
color, dynamics,
miniaturization and
energy efficiency,
solid-state lighting
is bringing towns and
cities to life in
ways we could
previously only dream
of.
The thrill of the action
Philips ArenaVision was
the worlds first
sports-lighting system
specifically designed
to increase
dramatically the
theatrical and
emotional value of
sports for TV
audiences, spectators
and players alike.
Home comforts
Philips Mini Softone is the first range of energy-saving lamps with the size, shape, warm light
quality and output required for decorative lighting fixtures in the home.
Smart energy saving
Philips ActiLume is an intelligent lighting control for offices. It detects when people are present
and switches the lights on or off accordingly. It also dims the lights when there is sufficient
incident daylight. In this way, energy savings of up to 75% can be realized.
Philips Annual Report 2007 29
We feel healthier now
Philips and lifestyle
As a parent, I want to know that my
children are getting all the
goodness they need. Now, I can
easily add essential minerals and
vitamins to our daily diet.
Juicing cleanses, flushes, alkalizes and
revitalizes the body. With its extra-large
feeding tube and powerful motor, the Philips
Juicer can turn any fruit or vegetable
chopped or whole into juice instantly.
Philips Annual Report 2007 31
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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The Philips Way |
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Consumer Lifestyle
Todays empowered consumers are characterized by a desire for both wellness and pleasure.
They want to enjoy a healthy life balance to look and feel good, and to benefit emotionally from
rich, pleasurable technology experiences, both at home and on the move.
Through the application of design and deep consumer insight, we develop meaningful and innovative
solutions that fulfill peoples lifestyle needs and desires.
Total immersion
Philips Ambilight FlatTVs project a soft glow of light onto the walls around the TV set which
automatically changes to match the colors and brightness of the picture, creating an immersive
entertainment experience.
Safe to drink
The Philips Intelligent Water Purifier uses advanced UV technology and activated carbon to purify
water, freeing consumers from the threat of water-borne diseases.
Entertainment on the go
Philips GoGear players can store thousands of MP3 music files, WMV videos and JPEG pictures,
making it easy for consumers to enjoy their personal multimedia libraries while on the
move.
One touch
Philips one-touch Espresso machine allows you to make a variety of coffee drinks at the push of a
button.
Convenient communication
VoIP telephony has enabled millions of people to stay in touch via
the Internet. Philips flagship DECT phone, the VOIP841, uniquely allows Skype calls from anywhere
in the house without the need for a computer.
32 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Realistic gaming
Philips amBX technology extends games beyond the screen, adding sensory experiences to gameplay
through the use of light, color, sound, vibration and even air flow.
Fresh and confident
Philips Sonicare power toothbrushes with patented sonic technology and innovative brush-head
design guarantee improved oral health and naturally whiter.
Music everywhere
Philips Streamium wireless music systems allow consumers to store their entire CD collections, and
then stream that music throughout the home via WiFi.
A chore made easy
The Philips Wardrobe Care solution helps consumers keep their clothes looking like new with minimum
effort.
Feels good
The Philips Moisturizing shaving system with integrated Nivea for Men shaving conditioner delivers
an extra-comfortable shave that also conditions your skin.
Rest easy
Philips Avent DECT baby monitors are completely interference-free, offering excellent sound quality
and total peace of mind.
Philips Annual Report 2007 33
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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Management discussion and
analysis |
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Management discussion and analysis
Please refer to page 6 for more information about forward-looking
statements, third-party market share data, fair value information,
US GAAP basis of preparation, use of non-US GAAP information,
statutory financial statements and management report, and
reclassifications.
The analysis of the 2006 financial results
compared to 2005, and the discussion of the critical accounting
policies, have not been included in this Annual Report. These
sections are included in Philips Form 20-F for the financial year
2007, which is filed electronically with the US Securities and
Exchange Commission.
In 2007 we continued on the growth path we
have been following in recent years redirecting resources to high-growth
opportunities, making acquisitions, growing
in emerging markets, leveraging our brand,
and innovating and marketing for further
organic growth.
34 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Management summary
The year 2007
|
|
2007 was a successful year for Philips. We delivered
on our growth target, realizing 5% comparable sales
growth, and exceeded our profit target with EBITA
of 7.7%. Our strong innovation pipeline and balanced
portfolio proved their robustness in a weakening
economic environment. |
|
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In 2007 we accelerated the transformation of Philips
into a market-focused, people-centric company capable
of delivering sustained profits. |
|
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We invested a total of EUR 1.5 billion in acquiring
high-growth, high-margin businesses to strengthen our
leadership position in promising markets and to gain
access to new markets. |
|
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At the end of the year, we announced the two
largest acquisitions in recent company history,
Genlyte and Respironics. The integration of these
highly profitable companies is in line with our
Vision 2010 strategy. |
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|
In 2007 we further reduced our shareholdings in LG.
Philips LCD and TSMC to 19.9% and 5.0% respectively,
generating cash inflows of EUR 5.4 billion and a gain
of over EUR 3 billion. |
|
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|
We bought back shares for EUR 1.6 billion and returned
EUR 0.6 billion cash to our shareholders via the annual
dividend payment. |
|
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At the end of 2007 we announced a further
EUR 5 billion share buy-back program, which we
intend to largely complete by the end of 2008. In
addition, we are proposing a dividend of EUR 0.70
per share in 2008, a 17% increase compared to 2007. |
Key data
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
20061) |
|
2007 |
Sales |
|
|
25,445 |
|
|
|
26,682 |
|
|
|
26,793 |
|
EBITA |
|
|
1,652 |
|
|
|
1,386 |
|
|
|
2,065 |
|
as a % of sales |
|
|
6.5 |
|
|
|
5.2 |
|
|
|
7.7 |
|
EBIT |
|
|
1,558 |
|
|
|
1,201 |
|
|
|
1,852 |
|
as a % of sales |
|
|
6.1 |
|
|
|
4.5 |
|
|
|
6.9 |
|
Financial income and expenses |
|
|
104 |
|
|
|
28 |
|
|
|
2,613 |
|
Income tax expense |
|
|
(526 |
) |
|
|
(167 |
) |
|
|
(622 |
) |
Results of equity-accounted
investees |
|
|
1,754 |
|
|
|
(157 |
) |
|
|
763 |
|
Minority interests |
|
|
(11 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
Income from continuing operations |
|
|
2,879 |
|
|
|
901 |
|
|
|
4,601 |
|
Income (loss) from discontinued
operations |
|
|
(11 |
) |
|
|
4,482 |
|
|
|
(433 |
) |
Net income |
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
Per common share (in euro) basic |
|
|
2.29 |
|
|
|
4.58 |
|
|
|
3.84 |
|
Per common share (in euro) diluted |
|
|
2.29 |
|
|
|
4.55 |
|
|
|
3.80 |
|
|
Net operating capital (NOC) |
|
|
5,439 |
|
|
|
8,518 |
|
|
|
10,586 |
|
Cash flows before financing activities |
|
|
2,841 |
|
|
|
(2,472 |
) |
|
|
5,449 |
|
Employees (FTEs) |
|
|
159,226 |
|
|
|
121,732 |
|
|
|
123,801 |
|
of which discontinued operations |
|
|
44,174 |
|
|
|
6,640 |
|
|
|
5,703 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
In 2007 the Philips Group achieved comparable sales growth of 5%. However, because of a 3%
negative currency effect and the impact of acquisitions and divestments, nominal sales
remained stable compared to 2006.
|
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Philips Annual Report 2007
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35 |
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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Management discussion
and analysis |
|
|
Comparable sales growth was realized by all divisions, with DAP (15%) and Lighting (6%)
delivering particularly strong growth. Comparable sales growth at CE was limited to 1%, mainly due
to market share losses in Connected Displays in the first half of 2007, especially in the US. At
Medical Systems, comparable sales increased by 4%, despite a softening of the imaging market in the
US, due in part to the impact of the Deficit Reduction Act, and in Japan.
Sales growth was particularly strong in emerging markets, which will continue to be increasingly
important to Philips. Emerging markets, most notably China, Russia and India, contributed 60% to
our comparable sales increase in value, while accounting for 30% of total revenues.
EBIT amounted to EUR 1,852 million, compared to EUR 1,201 million in 2006.
The Groups EBITA improved by EUR 679 million and amounted to EUR 2,065 million, or 7.7% of sales,
the highest margin in recent years, up from 5.2% in 2006. The higher results were primarily driven
by DAP and Lighting, which achieved EBITA margins of 17.6% and 11.9% respectively. Additionally,
the EUR 146 million cost reduction in the Group Management & Services sector contributed
significantly to the earnings improvement. The increase in EBITA was also attributable to a EUR 256
million product liability charge in 2006.
Income from continuing operations amounted to EUR 4,601 million, an increase of EUR 3,700 million
compared to 2006. The improvement was driven by EUR 651 million higher operational earnings and EUR
2,585 million increased financial income, primarily due to the sale of shares in TSMC. Income tax
charges were EUR 455 million higher, at an effective tax rate of 13.9% in 2007 compared to 13.6% in
2006. Results of equity-accounted investees improved by EUR 920 million, including a EUR 508
million non-taxable gain from the sale of shares of LG.Philips LCD and a EUR 456 million
improvement in that companys operational results.
Income from discontinued operations showed a loss of EUR 433 million, mainly due to
MedQuist-related impairment charges, taking into account cumulative foreign currency translation
differences. In 2006, income from discontinued operations included a total gain of EUR 4,283
million from the sale of Philips majority stake in Semiconductors.
Net income for the Group resulted in a profit of EUR 4,168 million, or EUR 3.84 per share.
Cash flows before financing activities increased by EUR 7.9 billion, largely due to increased cash
flows from operating activities, higher inflows from the sale of stakes in TSMC and LG.Philips LCD,
and lower cash outflows for acquisitions.
Performance of the Group
Sales
In percentage terms, the composition of sales growth in 2007, compared to 2006, was as follows:
Sales growth composition 2007 versus 2006 1)
in%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
com- |
|
|
|
|
|
consoli- |
|
|
|
|
parable |
|
currency |
|
dation |
|
nominal |
|
|
growth |
|
effects |
|
changes |
|
growth |
Medical Systems |
|
|
3.6 |
|
|
|
(5.2 |
) |
|
|
1.9 |
|
|
|
0.3 |
|
DAP |
|
|
15.4 |
|
|
|
(3.1 |
) |
|
|
4.9 |
|
|
|
17.2 |
|
Consumer Electronics |
|
|
1.0 |
|
|
|
(2.2 |
) |
|
|
(0.8 |
) |
|
|
(2.0 |
) |
Lighting |
|
|
6.0 |
|
|
|
(3.1 |
) |
|
|
8.6 |
|
|
|
11.5 |
|
I&EB |
|
|
32.2 |
|
|
|
(4.5 |
) |
|
|
(80.6 |
) |
|
|
(52.9 |
) |
CMS |
|
|
30.8 |
|
|
|
(2.3 |
) |
|
|
(10.5 |
) |
|
|
18.0 |
|
Philips Group |
|
|
4.9 |
|
|
|
(3.3 |
) |
|
|
(1.2 |
) |
|
|
0.4 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
Group sales grew by 5% on a comparable basis to EUR 26,793 million in 2007. However, because of a
3% negative currency effect and a negative net impact of acquisitions and divestments, mainly due
to the divestment of Optical Storage and Mobile Phones, nominal sales remained stable
year-over-year.
The comparable sales growth was driven by all market clusters and all product divisions, and was
particularly strong at DAP (15.4%) and Lighting (6.0%).
The robust sales increase at DAP was driven by double-digit sales growth in all businesses, most
notably Domestic Appliances, and was visible throughout all market clusters, with especially strong
growth rates in emerging markets. The increase in Lighting sales was mainly attributable to solid
growth in energy-efficient lighting within the Lamps and Luminaires businesses.
|
|
|
36
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|
Philips Annual Report 2007 |
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Medical Systems growth (3.6%) was led by Ultrasound & Monitoring and Customer Services.
Overall sales growth was tempered by a decline at Imaging Systems, primarily due to a softening of
the market in the US (including the effect of the Deficit Reduction Act) and Japan. At CE, the
sales increase (1.0%) was driven by all businesses, except Connected Displays, which lost market
share in the first half of 2007, and was faced with fierce competition and price pressure in the
Flat TV segment, particularly in the US.
Earnings
In 2007, Philips gross margin of EUR 9,169 million, or 34.2% of sales, represented an improvement
of EUR 919 million compared to 2006 (EUR 8,250 million, or 30.9%). Adjusted for the product
liability charge in 2006 (EUR 256 million), gross margin improved from 31.9% of sales to 34.2%.
This improvement was primarily driven by higher gross margins at Medical Systems and Lighting.
Selling expenses increased from EUR 4,655 million in 2006 to EUR 4,980 million in 2007, largely due
to higher expenditures at Lighting and DAP, both partly related to acquisitions and higher sales.
As a percentage of sales, selling expenses increased from 17.4% in 2006 to 18.6% in 2007, mainly
attributable to Lighting (mostly due to acquisitions) and Medical Systems.
Research and development costs (EUR 1,629 million, or 6.1% of sales) declined slightly compared to
2006 (EUR 1,659 million, or 6.2% of sales), as lower expenditures at CE, mainly related to the
divestment of Mobile Phones, offset increased investments in Medical Systems, Lighting, DAP and
Innovation & Emerging Businesses.
General and administrative expenses (EUR 854 million) declined by 12% compared to 2006 (EUR 969
million), largely as a result of lower pension costs and reduced overhead costs in corporate and
regional organizations, following the simplification of the regional management structure. As a
percentage of sales, G&A costs declined from 3.6% in 2006 to 3.2% in 2007.
The following overview shows sales, EBIT and EBITA
according to the 2007 sector classification.
Philips Satinelle Ice is gentle for delicate skin and sensitive body areas thanks to a
hypoallergenic ceramic epilating system and a detachable ice cooler.
Sales, EBIT and EBITA 2007
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sales |
|
EBIT |
|
% |
|
EBITA |
|
% |
Medical Systems |
|
|
6,470 |
|
|
|
743 |
|
|
|
11.5 |
|
|
|
875 |
|
|
|
13.5 |
|
DAP |
|
|
2,968 |
|
|
|
510 |
|
|
|
17.2 |
|
|
|
523 |
|
|
|
17.6 |
|
Consumer Electronics |
|
|
10,362 |
|
|
|
322 |
|
|
|
3.1 |
|
|
|
325 |
|
|
|
3.1 |
|
Lighting |
|
|
6,093 |
|
|
|
675 |
|
|
|
11.1 |
|
|
|
722 |
|
|
|
11.9 |
|
I&EB |
|
|
703 |
|
|
|
(101 |
) |
|
|
(14.4 |
) |
|
|
(83 |
) |
|
|
(11.8 |
) |
GMS |
|
|
197 |
|
|
|
(297 |
) |
|
|
|
|
|
|
(297 |
) |
|
|
|
|
Philips Group |
|
|
26,793 |
|
|
|
1,852 |
|
|
|
6.9 |
|
|
|
2,065 |
|
|
|
7.7 |
|
Sales, EBIT and EBITA 20061)
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sales |
|
EBIT |
|
% |
|
EBITA |
|
% |
Medical Systems |
|
|
6,448 |
|
|
|
734 |
|
|
|
11.4 |
|
|
|
861 |
|
|
|
13.4 |
|
DAP |
|
|
2,532 |
|
|
|
370 |
|
|
|
14.6 |
|
|
|
378 |
|
|
|
14.9 |
|
Consumer Electronics |
|
|
10,576 |
|
|
|
313 |
|
|
|
3.0 |
|
|
|
314 |
|
|
|
3.0 |
|
Lighting |
|
|
5,466 |
|
|
|
577 |
|
|
|
10.6 |
|
|
|
608 |
|
|
|
11.1 |
|
I&EB |
|
|
1,493 |
|
|
|
(94 |
) |
|
|
(6.3 |
) |
|
|
(76 |
) |
|
|
(5.1 |
) |
GMS |
|
|
167 |
|
|
|
(699 |
) |
|
|
|
|
|
|
(699 |
) |
|
|
|
|
Philips Group |
|
|
26,682 |
|
|
|
1,201 |
|
|
|
4.5 |
|
|
|
1,386 |
|
|
|
5.2 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
|
|
|
|
|
|
|
|
|
Philips Annual Report 2007
|
|
|
37 |
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
Management discussion
and analysis
|
|
62 The Philips sectors |
Philips, together with the Dutch oil company NAM, has developed a new type of
lighting for offshore oil platforms, designed to reduce the number of birds being
attracted and interrupting their migration across the North Sea (often with fatal
consequences).
In 2007, EBIT increased by EUR 651 million compared to 2006, to EUR 1,852 million or 6.9%
of sales. Excluding the EUR 256 million product liability charge which was recognized in
2006, EBIT profitability improved by 1.4% in relation to sales, driven by the improved
performance of DAP, Lighting and Group Management & Services.
Total EBITA for the Group increased from EUR 1,386 million, or 5.2% of sales, in 2006 to
EUR 2,065 million, or 7.7% of sales, in 2007, exceeding the Groups profitability target of
7.5%.
The main drivers of the year-on-year EBITA improvement were the strong, mainly sales-driven
performance at DAP (EUR 145 million) and higher earnings at Lighting (EUR 114 million), as
a result of higher sales across almost all businesses and a lower loss in the
fluorescent-based LCD Backlighting business. Excluding the EUR 256 million negative impact
of product liability charges in 2006, Group Management & Services result improved by EUR
146 million due to reduced corporate and regional costs as well as lower pension and brand
campaign costs.
Medical Systems EBITA of EUR 875 million represented a slight increase compared to 2006,
both in absolute value and as a percentage of sales (13.5%).
Higher earnings at Customer Services, Ultrasound & Monitoring and Healthcare Informatics were
partly offset by lower earning at Imaging Systems, largely as a consequence of lower sales.
However, the division fell short of its 2007 target of 14-15% EBITA profitability, almost entirely
due to the challenging nature of the imaging market in 2007, especially in the US, which was
affected by the Deficit Reduction Act. The 2007 EBITA included EUR 8 million acquisition-related
charges for Intermagnetics, whereas EUR 78 million post-merger integration costs and
purchase-accounting charges related to the acquisitions of Witt Biomedical and Intermagnetics were
included in 2006.
Exceeding the targeted 15% EBITA profitability, DAPs EBITA increase of EUR 145 million compared to
2006 was primarily driven by strong sales growth, supported by the full-year contribution of Avent,
and rapid expansion in emerging markets with stable margins. In addition, effective cost management
supported the EBITA profitability increase of 2.7% of sales compared to 2006. All DAP businesses
supported the overall year-on-year improvement, both in nominal terms and as a percentage of sales.
CEs EBITA reached EUR 325 million, or 3.1% of sales, compared to 3.0% in 2006, in line with the
target set for the division. A sales decline and high margin pressure at Connected Displays,
particularly in North America, were more than offset by higher EBITA in the other businesses, most
notably Peripherals & Accessories and Entertainment Solutions.
Lightings EBITA improved to EUR 722 million, or 11.9% of sales, mainly due to higher earnings in
Lamps, Lumileds, Luminaires and additional EBITA from the acquisition of Partners in Lighting
International (PLI). The exit from the loss-making fluorescent lamp-based LCD backlighting business
at the beginning of 2007 also added to the EBITA improvement.
The EBITA loss at Innovation & Emerging Businesses amounted to EUR 83 million, compared to a loss
of EUR 76 million in 2006. EBITA in 2006 included an aggregated gain of EUR 76 million on the
divestment of several businesses within Corporate Investments and Corporate Technologies. In 2007,
EBITA improved due to EUR 44 million higher license income.
38 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
EBITA at Group Management & Services improved by EUR 402 million compared to 2006, when the
EUR 256 million product liability charge was recognized. The improvement in EBITA was also driven
by a EUR 146 million reduction in Corporate, Country & Regional overheads, lower pension costs and
reduced investments in the brand campaign.
Pensions
In 2007, net periodic pension costs of defined-benefit pension plans amounted to EUR 27 million,
compared to EUR 75 million in 2006, mainly due to an increase in plan assets in 2006. The payments
to defined-contribution pension plans amounted to EUR 84 million, EUR 4 million higher than in
2006, largely due to acquisitions.
The accounting rule for pensions and other postretirement benefits (SFAS No. 158) requires
Philips to recognize the funded status of pensions and other postretirement benefit plans on the
balance sheet. As a consequence, new actuarial gains and losses and unrecognized prior service cost
resulting from plan amendments will directly affect stockholders equity through changes in other
comprehensive income. The amortization of such costs is removed from equity in the period that they
are included in the net periodic pension costs. The effect of SFAS 158 on stockholders equity
resulted in an increase in other comprehensive income of EUR 218 million in 2007, compared to a net
reduction of equity of EUR 477 million in 2006.
Restructuring charges
In 2007, EBIT included a net charge of EUR 37 million for restructuring.
Restructuring charges
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
1) |
|
|
20061 |
1) |
|
|
2007 |
|
Restructuring: |
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
2 |
|
|
|
14 |
|
|
|
1 |
|
DAP |
|
|
4 |
|
|
|
13 |
|
|
|
1 |
|
Consumer Electronics |
|
|
67 |
|
|
|
12 |
|
|
|
7 |
|
Lighting |
|
|
35 |
|
|
|
48 |
|
|
|
28 |
|
I&EB |
|
|
26 |
|
|
|
|
|
|
|
1 |
|
GMS |
|
|
|
|
|
|
|
|
|
|
4 |
|
Reduction of excess provisions |
|
|
(8 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
126 |
|
|
|
82 |
|
|
|
37 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
The most significant new restructuring projects in 2007 were related to Lighting and consisted
mainly of the exit from the fluorescent lamp-based LCD backlighting business and several projects
in the Lamps business.
The Companys remaining restructuring in 2007 covered a number of smaller projects.
The most significant restructuring projects in 2006 were Medical Systems transfer of the
production of SPECT cameras from Milpitas to Cleveland, the restructuring of the Klagenfurt site
(Austria), and a reduction of the fixed cost base and the creation of a more diverse and flexible
supply base in DAP. Other projects included the reallocation of parts of the Lighting activities in
Weert (Netherlands) to low-cost areas, the relocation in Mexico of all Juarez Lighting-plant
activities to the Monterrey plant, and Lightings relocation of the standard Lead in Wire business
from Deurne (Netherlands) to Poland.
|
|
|
|
|
|
|
|
|
Philips Annual Report 2007
|
|
|
39 |
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
Management discussion
and analysis
|
|
62 The Philips sectors |
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
|
20061) |
|
|
|
2007 |
|
Interest expense (net) |
|
|
(202 |
) |
|
|
(189 |
) |
|
|
(43 |
) |
Sale of securities |
|
|
233 |
|
|
|
|
|
|
|
2,549 |
|
Other |
|
|
73 |
|
|
|
217 |
|
|
|
107 |
|
|
|
|
104 |
|
|
|
28 |
|
|
|
2,613 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
The net interest expense in 2007 was EUR 146 million lower than in 2006, mainly as a result of the
higher average cash position of the Group and higher average interest rates applied to those
deposits. Additionally, interest expense decreased mainly as a result of a reduction in average
debt during 2007 compared to 2006.
Sale of securities
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
2007 |
|
Gain on sale of Atos Origin shares |
|
|
185 |
|
|
|
|
|
|
|
|
|
Gain on sale of Great Nordic shares |
|
|
48 |
|
|
|
|
|
|
|
|
|
Gain on sale TSMC shares |
|
|
|
|
|
|
|
|
|
|
2,528 |
|
Loss on sale of JDS Uniphase |
|
|
|
|
|
|
|
|
|
|
(10 |
) |
Gain on sale of Nuance |
|
|
|
|
|
|
|
|
|
|
31 |
|
|
|
|
233 |
|
|
|
|
|
|
|
2,549 |
|
In 2007, a total gain of EUR 2,549 million was recognized on the sale of shares in TSMC, Nuance
and JDS Uniphase, whereas during 2006 there were no sales of securities.
Other financial income of EUR 107 million in 2007 included a cash dividend of EUR 128 million from
TSMC and a EUR 12 million gain related to the revaluation of the convertible bond received from
TPV Technology. This was partly offset by a EUR 36 million impairment of JDS Uniphase prior to the
sale.
In 2006, other financial income of EUR 217 million 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 and of EUR 61 million due to a decline in the fair value
of the share option within a convertible bond received from TPV Technology.
Income
taxes
Income taxes amounted to EUR 622 million, compared to EUR 167 million in 2006. The tax burden in
2007 corresponded to an effective tax rate of 13.9% on pre-tax income, compared to 13.6% in 2006.
The effective tax rate in 2007 was affected by tax-exempt items such as the non-taxable gain on the
sale of shares in TSMC. Non-taxable items in 2006 were the TSMC dividend, as well as the gains and
losses resulting from changes in the fair value of TSMC stock and the TPV convertible bond. Income
taxes in 2006 were also positively affected by a reduction in the Dutch corporate tax rate and
gains resulting from final agreements on prior-year taxes in various jurisdictions.
For 2008, the effective tax rate excluding non-taxable items is expected to be around 30%, broadly
in line with 2007.
For further information, please refer to note 6 of
the notes to the Group financial statements.
Results of equity-accounted investees
The results relating to equity-accounted investees increased by EUR 920 million compared to
2006 and resulted in income of EUR 763 million in 2007, a breakdown of which is given in the
table below.
Results of equity-accounted investees
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
|
20061) |
|
|
|
2007 |
|
Companys participation in income
(loss) |
|
|
513 |
|
|
|
(180 |
) |
|
|
271 |
|
Results on sale of shares |
|
|
1,545 |
|
|
|
79 |
|
|
|
514 |
|
Gains arising from dilution effects |
|
|
165 |
|
|
|
14 |
|
|
|
|
|
Investment impairment and guarantee charges |
|
|
(469 |
) |
|
|
(70 |
) |
|
|
(22 |
) |
|
|
|
1,754 |
|
|
|
(157 |
) |
|
|
763 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
|
|
|
40
|
|
Philips Annual Report 2007 |
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
The Companys participation in the net income of equity-accounted investees increased from a
loss of EUR 180 million in 2006 to a profit of EUR 271 million in 2007, mainly due to higher
earnings at LG.Philips LCD. Philips share in LG.Philips LCDs operational result in 2007 improved
by EUR 456 million compared to 2006, resulting in a profit of EUR 260 million, compared to a loss
of EUR 196 million in 2006.
Earnings from the sale of shares mainly consisted of the EUR 508 million non-taxable gain on the
sale of a 13% stake in LG.Philips LCD, reducing Philips shareholding from 32.9% to 19.9%. In 2006,
a EUR 76 million non-taxable gain was recognized on the sale of the remaining 8.4 million shares of
common stock in FEI, which reduced Philips shareholding from 24.8% to zero.
In 2006, gains and losses arising from dilution effects were mainly due to a EUR 14 million
dilution gain recorded for TPV.
In 2006, investment impairment and guarantee charges primarily related to a EUR 61 million loss
which was recognized as a result of agreements made with LG.Philips Displays for voluntary payments
(social contributions and environmental clean-up), mainly in France, Germany, the Netherlands and
the UK.
Minority
interests
The share of minority interests in the income of Group companies reduced income by EUR 5 million,
compared to EUR 4 million in 2006.
Discontinued
operations
In this Annual Report, Philips reports the results of Mobile Display Systems, Semiconductors and
MedQuist separately as discontinued operations. Consequently, the related results, including
transaction gains and losses, are shown separately in the financial statements under discontinued
operations.
The loss from discontinued operations of EUR 433 million in 2007 was primarily attributable to a
EUR 360 million impairment charge for MedQuist, taking into account EUR 325 million cumulative
foreign currency translation differences, which had previously been accumulated under equity since
the date of the acquisition in 2000. In addition, a EUR 43 million loss related to the 2006 sale of
a majority stake in the Semiconductors division was recognized, mainly due to pension settlements.
In 2007, Philips and the German Heart Institute in Berlin (DHZB) opened the first fully integrated
Philips Electrophysiology Lab. By creating a more intuitive working environment and integrating
data management, workflow efficiency is greatly improved. Being able to determine the ambient
environment of the lab puts patients at ease. The result better clinical focus and a friendlier
environment for patients.
In 2006, the Company sold a majority stake in its Semiconductors division to a private equity
consortium. The transaction consisted of the sale of the division for a total consideration of EUR
7,913 million and the simultaneous acquisition of a minority interest in the recapitalized
organization at a cost of EUR 854 million. A net gain of EUR 4,283 million was recorded on the
sale.
The 2006 results of discontinued operations also included a EUR 29 million gain on the sale of
Mobile Display Systems to TPO.
|
|
|
|
|
|
|
|
|
Philips Annual Report 2007
|
|
|
41 |
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
Management discussion
and analysis
|
|
62 The Philips sectors |
The market launch of the first dual-branded products in September made the combined
strengths of Philips and Avent clearly visible to our consumers.
Net income
In 2007, income from continuing operations amounted to EUR 4,601 million, an increase of EUR 3,700
million compared with 2006. The improvement was driven by EUR 651 million higher EBIT and a EUR
2,585 million increase in financial income, primarily due to the sale of shares in TSMC.The EUR 455
million higher income tax charges were more than offset by a EUR 920 million increase in results
relating to equity-accounted investees, which included a EUR 508 million gain on the sale of shares
of LG.Philips LCD as well as a EUR 456 million increase in that companys operational results.
The loss from discontinued operations amounted to EUR 433 million, mainly due to the aforementioned
MedQuist-related losses, whereas 2006 included a total gain of EUR 4,283 million from the sale of a
majority stake in the Semiconductors division.
Net income for the Group showed a profit of EUR 4,168 million, or EUR 3.84 per common share,
compared to EUR 5,383 million, or EUR 4.58 per common share, in 2006.
Performance by market cluster
Philips monitors its performance on a geographical axis based on the following market clusters:
|
|
key emerging markets, including China, India and Latin
America |
|
|
|
other emerging markets, including emerging markets
in Central and Eastern Europe, Russia, Ukraine and
Central Asia, the Middle East and Africa, Turkey and
the ASEAN zone |
|
|
|
mature markets, including Western Europe, North
America, Japan, Korea, Australia and New Zealand. |
In 2007, sales growth was particularly strong in emerging markets, which will continue to be a
focal area of growth for Philips. Emerging markets, most notably China, Russia and India,
contributed 60% to our comparable sales increase in value, while accounting for approximately one
third of total revenues.
Key emerging markets showed strong comparable growth, primarily driven by Lighting, Medical
Systems and DAP, partly offset by a sales decline at CE, mainly due to Connected Displays in
Latin America.
Other emerging markets delivered strong double-digit sales growth compared to 2006, driven by the
outstanding performance of DAP and CE as well as robust expansion of Lighting and Medical Systems
in these countries.
Sales in Western Europe showed a solid increase on a comparable basis, visible in all sectors,
most notably the double-digit increase at DAP, followed by good performances by CE, Lighting and
Medical Systems.
|
|
|
42
|
|
Philips Annual Report 2007 |
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
In North America, sales on a comparable basis remained stable compared to 2006. A strong
performance by DAP, driven by the successful introduction of new shaving and oral healthcare
products, and moderate growth at Medical Systems, despite a decline at Imaging Systems, were
largely offset by lower comparable sales at CE, predominantly attributable to strong competition
and price pressure in Flat TV.
EBITA in
mature markets in Europe increased by EUR 328 million, driven by
DAP, CE and
Lighting. The EBITA improvement in North America was largely due to the EUR 256 million product
liability charge in 2006. Key emerging markets generated EBITA of EUR 209 million, a EUR 84 million
improvement compared to 2006, mainly driven by significantly higher EBITA at DAP and Lighting.
EBITA declined in other emerging markets, largely due to CE.
EBITA per market cluster
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
1) |
|
|
2006 |
1) |
|
|
2007 |
|
Western Europe |
|
|
1,036 |
|
|
|
953 |
|
|
|
1,281 |
|
North America |
|
|
296 |
|
|
|
23 |
|
|
|
315 |
|
Other mature markets |
|
|
37 |
|
|
|
32 |
|
|
|
41 |
|
Total mature markets |
|
|
1,369 |
|
|
|
1,008 |
|
|
|
1,637 |
|
Key emerging markets |
|
|
79 |
|
|
|
125 |
|
|
|
209 |
|
Other emerging markets |
|
|
204 |
|
|
|
253 |
|
|
|
219 |
|
|
|
|
1,652 |
|
|
|
1,386 |
|
|
|
2,065 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
EBIT per market cluster
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
1) |
|
|
2006 |
1) |
|
|
2007 |
|
Western Europe |
|
|
1,034 |
|
|
|
944 |
|
|
|
1,215 |
|
North America |
|
|
206 |
|
|
|
(151 |
) |
|
|
171 |
|
Other mature markets |
|
|
37 |
|
|
|
32 |
|
|
|
41 |
|
Total mature markets |
|
|
1,277 |
|
|
|
825 |
|
|
|
1,427 |
|
Key emerging markets |
|
|
77 |
|
|
|
123 |
|
|
|
206 |
|
Other emerging markets |
|
|
204 |
|
|
|
253 |
|
|
|
219 |
|
|
|
|
1,558 |
|
|
|
1,201 |
|
|
|
1,852 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
Marketing
Philips continues to increase its focus
on insight-driven innovation to fuel
growth. 2007 saw improvements in our
ability to understand user needs and to
translate these insights into compelling
solutions. The increase in quality of
our user insights is evidenced by the
top-tier performance against industry
benchmark of more than half our end-user
insight projects, an improvement of 20%
compared to 2006.
Key products and solutions launched in 2007 such as HeartStart MRx, Arcitec, Aurea and AmbiScene,
are examples of products based on compelling user insights in Medical Systems, DAP, CE and Lighting
respectively. Our progress in insight-driven innovation enables us to develop solutions which are
truly differentiating in the perception of people using them. This puts us in a better position to
maintain premium price levels and therefore to drive sustainable profitable growth.
In 2007, total Philips marketing expenditures amounted to EUR 994 million, or 3.7% of sales,
compared to 3.3 % of sales in 2006. The spend increases in advertising and promotion our largest
spend categories were partly offset by efficiency gains realized in cost of infrastructure. In
addition, we invested more in marketing intelligence to strengthen our understanding of end-user
and customer insights.
|
|
|
|
|
|
|
|
|
Philips Annual Report 2007
|
|
|
43 |
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
Management discussion
and analysis
|
|
62 The Philips sectors |
In 2007, we continued to invest in building the Philips brand, supported by a EUR 111 million
investment in the global brand campaign. These efforts resulted in a substantial year-on-year
increase in our brand value, as reported by Interbrand, rising from USD 6.7 billion in 2006 to USD
7.7 billion in 2007. The Philips brand was ranked the 42nd most valuable global brand in 2007, up
from 48th in 2006, according to Interbrand.
The 2007 development was primarily driven by increased appreciation of our Medical Systems
business, which currently has the highest brand value within the Group. The Interbrand analysis
showed that 35% of sales decisions in the healthcare sector are made based on brand. This
demonstrates the importance of a strong brand for driving sales in the business-to-business as well
as the business-to-consumer environment. The Philips brand is strongly positioned to do so.
Research and development
Strong performance in innovation is critical for Philips to increase its market competitiveness.
Through substantial investments in research & development (R&D), Philips has created a vast
knowledge base. In direct response to the needs of the market, Philips has adopted a more
end-user-oriented approach to innovation in recent years, in order to balance investments between
projects with more apparent short-term commercial prospects and projects creating new options for
medium and long-term value-creation.
Philips R&D activities are shared across Corporate Technologies and the operating divisions.
The Chief Technology Officer (CTO) of Philips manages the enabling technologies across the
Company.
Corporate Technologies, employing 2,800 people, invests in world-class competencies and
technologies that are relevant to the entire Philips Group. In the operating divisions, some 7,800
employees in 26 countries are predominantly engaged in the development of products and
applications.
Technology,
competence and innovation management
The CTO office is focused on technology
management, competence management and innovation effectiveness across Philips. Competence
management in R&D is supported by a company-wide R&D core curriculum. The CTO office also runs the
Innovation Excellence program, a cross-functional drive towards a market-driven alignment of all
Philips-wide innovation processes.
|
|
|
44
|
|
Philips Annual Report 2007 |
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
In 2007, Philips invested EUR 1.6
billion, or 6.1% of sales, in research
and development, slightly less than in
2006. Higher investments in Medical
Systems, Lighting, DAP and Innovation &
Emerging Businesses were more than offset
by lower expenditures in CE, largely due
to the divestment of Mobile Phones.
Research
and development expenditures per sector 2)3)
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
20061) |
|
|
2007 |
|
Medical Systems |
|
|
517 |
|
|
|
566 |
|
|
|
584 |
|
DAP |
|
|
139 |
|
|
|
168 |
|
|
|
171 |
|
Consumer Electronics |
|
|
419 |
|
|
|
385 |
|
|
|
311 |
|
Lighting |
|
|
212 |
|
|
|
269 |
|
|
|
282 |
|
I&EB |
|
|
587 |
|
|
|
577 |
|
|
|
598 |
|
Inter-sector eliminations |
|
|
(281 |
) |
|
|
(306 |
) |
|
|
(317 |
) |
Philips Group |
|
|
1,593 |
|
|
|
1,659 |
|
|
|
1,629 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
|
2) |
|
Includes the write-off of acquired in-process research and development of EUR 13
million in 2007 (2006: EUR 33 million, 2005: EUR 6 million) |
|
3) |
|
Total R&D expenditures include costs related to external contract research,
accounting for 2%, 3% and 5% of the Companys R&D expenditures for the years 2005, 2006 and
2007, respectively. |
Medical Systems increase in R&D investment was primarily related to the acquisition of
Intermagnetics at the end of 2006. DAPs expenditures on research and development were on par with
2006, including investments in the new Arcitec shaver and the FlexCare toothbrush, both launched in
the second half of 2007. CE reduced its R&D expenditures, primarily due to the divestment of the
Mobile Phones business. Lightings research and development costs increased slightly compared to
2006, primarily due to acquisitions. Research and development expenditures at Innovation & Emerging
Businesses increased year-on-year, primarily due to higher R&D investments in the Healthcare and
Lifestyle Incubators within Corporate Technologies.
In 2007, investments in innovative technologies increased, especially in energy-efficient and
solid-state lighting solutions as well as in the areas of healthcare and wellness.
Philips strong innovation pipeline contributed significantly to the Companys sales growth in
2007, as 56% of Group sales came from newly introduced products, mainly driven by above-average
contributions from CE and Medical Systems. Philips aims to maintain its new-product-to-sales ratio
above 50%, while at the same time focusing on the profitability of new products.
At the Izmir Sirinyer Hippodrome in Turkey, a new lighting installation featuring state-of-the-art
Philips ArenaVision
floodlights has been commissioned to allow night-time racing for the very first time.
Philips Annual Report 2007 45
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Management discussion |
|
|
|
|
|
|
and analysis |
|
|
Opening at Schiphol Airport, Amsterdam, in early 2008, the first implementation of
Philips One Star is Bornconcept by hotel chain citizenM has been developed to offer
guestsaffordable luxury. Integrating multiple functionalities, this innovative solution puts the
consumer at the heart of the hotel experience and enables hotel owners to optimize operating costs.
Employment
Employment
in FTEs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Position at beginning of year |
|
|
161,586 |
|
|
|
159,226 |
|
|
|
121,732 |
|
Consolidation changes: |
|
|
|
|
|
|
|
|
|
|
|
|
- new consolidations |
|
|
1,795 |
|
|
|
4,834 |
|
|
|
6,654 |
|
- deconsolidations |
|
|
(2,552 |
) |
|
|
(44,085 |
) |
|
|
(3,535 |
) |
Comparable change |
|
|
(1,603 |
) |
|
|
1,757 |
|
|
|
(1,050 |
) |
Position at year-end |
|
|
159,226 |
|
|
|
121,732 |
|
|
|
123,801 |
|
of which: |
|
|
|
|
|
|
|
|
|
|
|
|
continuing operations |
|
|
115,052 |
|
|
|
115,092 |
|
|
|
118,098 |
|
discontinued operations |
|
|
44,174 |
|
|
|
6,640 |
|
|
|
5,703 |
|
Excluding discontinued operations (MedQuist in 2007 and Semiconductors in 2006), the total number
of employees of the Philips Group was 118,098 at the end of 2007, compared to 115,092 at the end of
2006. Approximately 46% were employed in the Lighting sector, due to the strong vertical
integration of this business, and about 23% at Medical Systems. The consumer businesses DAP and CE
accounted for 20% of Philips workforce.
The main employee increase in 2007 came from acquisitions made in Lighting (Partners in
Lighting International, Color Kinetics), CE (Digital Lifestyle Outfitters) and in Innovation &
Emerging Businesses (Health Watch and Raytel Cardiac Services).
The largest reductions in 2007 occurred due to the sale of business interests in Innovation &
Emerging Businesses (most notably Optical Storage), in CE (primarily the Mobile Phones business)
and in Group Management & Services (principally the Financial Shared Services operations).
46 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Employees per sector
in FTEs at year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Medical Systems |
|
|
24,221 |
|
|
|
26,203 |
|
|
|
27,441 |
|
DAP |
|
|
8,203 |
|
|
|
9,933 |
|
|
|
9,881 |
|
Consumer Electronics |
|
|
15,537 |
|
|
|
14,486 |
|
|
|
13,516 |
|
Lighting |
|
|
45,649 |
|
|
|
47,739 |
|
|
|
54,323 |
|
I&EB |
|
|
15,130 |
|
|
|
9,852 |
|
|
|
7,638 |
|
CMS |
|
|
6,312 |
|
|
|
6,879 |
|
|
|
5,299 |
|
|
|
|
115,052 |
|
|
|
115,092 |
|
|
|
118,098 |
|
Discontinued operations |
|
|
44,174 |
|
|
|
6,640 |
|
|
|
5,703 |
|
|
|
|
159,226 |
|
|
|
121,732 |
|
|
|
123,801 |
|
Some 60% of Philips workforce is located in mature markets, and some 40% in emerging
markets. In 2007, key emerging markets saw a nominal employee decline compared to 2006, largely due
to the sale of the Financial Shared Services operations in India and the divestment of Mobile
Phones within CE. The sale of the Financial Shared Services operations in Poland and Thailand was
the main reason for the employee decline in other emerging markets. In mature markets in Europe,
the number of employees increased, mainly due to the acquisition of Belgium-based PLI. North
America saw an increase in employees mainly related to the acquisitions of Color Kinetics, DLO,
Health Watch and Raytel Cardiac Services.
Employees per market cluster
in FTEs at year-end
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Western Europe |
|
|
42,226 |
|
|
|
38,852 |
|
|
|
46,466 |
|
North America |
|
|
17,455 |
|
|
|
20,501 |
|
|
|
21,682 |
|
Other mature markets |
|
|
1,900 |
|
|
|
1,831 |
|
|
|
1,850 |
|
Total mature markets |
|
|
61,581 |
|
|
|
61,184 |
|
|
|
69,998 |
|
Key emerging markets |
|
|
32,469 |
|
|
|
31,893 |
|
|
|
30,323 |
|
Other emerging markets |
|
|
21,002 |
|
|
|
22,015 |
|
|
|
17,777 |
|
|
|
|
115,052 |
|
|
|
115,092 |
|
|
|
118,098 |
|
Discontinued operations |
|
|
44,174 |
|
|
|
6,640 |
|
|
|
5,703 |
|
|
|
|
159,226 |
|
|
|
121,732 |
|
|
|
123,801 |
|
Sales per employee decreased by 2% from EUR 228,000 in 2006 to EUR 224,000 in 2007, affected by 4%
unfavorable currency movements compared to 2006.
Adjusted for the adverse foreign currency impact in 2007, average sales per employee increased by
2%. This rise was driven by the significantly improved performance in CE, DAP and Lighting, partly
offset by declines in Medical Systems, primarily due to the further vertical integration related to
the acquisition of Intermagnetics, and in Innovation & Emerging Businesses, related to the
divestment of Optical Storage.
Philips Annual Report 2007 47
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Liquidity and |
|
|
|
|
|
|
capital resources |
|
|
Liquidity and capital resources
Cash flows provided by continuing
operations
Condensed consolidated
statements of cash flows for the
years ended December 31, 2005, 2006
and 2007 are presented below:
Condensed consolidated cash flow statements
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
20061) |
|
|
2007 |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
(Income) loss from discontinued operations |
|
|
11 |
|
|
|
(4,482 |
) |
|
|
433 |
|
Adjustments to reconcile net income to net
cash provided by operating activities |
|
|
(1,732 |
) |
|
|
(571 |
) |
|
|
(3,082 |
) |
Net cash provided by operating activities |
|
|
1,147 |
|
|
|
330 |
|
|
|
1,519 |
|
Net cash provided by (used for) investing
activities |
|
|
1,694 |
|
|
|
(2,802 |
) |
|
|
3,930 |
|
Cash flows before financing activities |
|
|
2,841 |
|
|
|
(2,472 |
) |
|
|
5,449 |
|
Net cash used for financing activities |
|
|
(2,589 |
) |
|
|
(3,715 |
) |
|
|
(2,368 |
) |
Cash provided by (used for) continuing
operations |
|
|
252 |
|
|
|
(6,187 |
) |
|
|
3,081 |
|
Net cash provided by (used for) discontinued
operations |
|
|
533 |
|
|
|
7,114 |
|
|
|
(115 |
) |
Effect of changes in exchange rates on cash
positions |
|
|
159 |
|
|
|
(197 |
) |
|
|
(112 |
) |
Total change in cash and cash equivalents |
|
|
944 |
|
|
|
730 |
|
|
|
2,854 |
|
Cash and cash equivalents at beginning of year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
Less cash and cash equivalents at end of year
- discontinued operations |
|
|
150 |
|
|
|
137 |
|
|
|
108 |
|
Cash and cash equivalents at end of year -
continuing operations |
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation.
Please refer to the consolidated statements of cash flows which are part of the chapter
Group financial statements. |
Net cash from operating activities amounted to EUR 1,519 million in 2007, compared to cash flows of
EUR 330 million in 2006. This EUR 1,189 million increase was driven by higher cash generation at
DAP, CE and GMS, due to increased earnings and lower working capital requirements. In addition, the
improvement was related to a EUR 742 million reduction in pension contributions compared to 2006,
which positively affected working capital.
Net capital expenditures totaled EUR 698 million, broadly in line with 2006. Reduced
expenditures in Lighting mainly related to higher investments in the acquired Lumileds
business in 2006 and DAP were partly offset by higher investments at Medical Systems and CE.
Proceeds from the sale of fixed assets were lower than in 2006.
The EUR 4,105 million proceeds from the sale of other non-current financial assets were primarily
related to the further reduction of our financial holding in TSMC, which yielded EUR 3,895 million.
48 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Additionally, EUR 1,640 million cash was generated from the sale of interests in businesses,
including the sale of 46.4 million shares in LG. Philips LCD, resulting in a cash inflow of EUR
1,547 million, as well as the divestments of the remaining parts of Optical Storage and Mobile
Phones. Furthermore, a net amount of EUR 385 million cash was generated from maturing currency
hedges.
During 2007, a total of EUR 1,502 million was utilized for acquisitions, notably PLI (EUR 561
million) and Color Kinetics (EUR 515 million), as well as DLO, Health Watch and Raytel Cardiac
Services.
In 2006, 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). The divestment of businesses, primarily within Innovation
& Emerging Businesses, generated
EUR 384 million cash.
Cash flow from discontinued operations
In 2007, EUR 115 million cash was used by discontinued operations, the majority of which related to
tax payments in connection with the 2006 sale of Philips majority stake in the Semiconductors
business and operating cash flows of MedQuist in 2007.
In 2006, discontinued operations generated cash flows of EUR 7,114 million, predominantly related
to the sale of a majority stake in the Semiconductors division, which generated EUR 7,059 million.
Cash flows from financing activities
Net cash used for financing activities in 2007 was EUR 2,368 million. The impact of changes in debt
was a reduction of EUR 281 million, including a EUR 113 million repayment of long-term bank
borrowings. Philips shareholders were paid EUR 659 million in dividend. Additionally, cash
outflows for share repurchase totaled EUR 1,609 million. This included EUR 810 million related to
hedging of obligations under the long-term employee incentive and employee stock purchase programs,
and a total of EUR 823 million related to the repurchases of the shares for cancellation, offset by
EUR 24 million representing dividend tax credit facility. Partially offsetting these cash outflows
was a net cash inflow of EUR 161 million due to the exercise of stock options.
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
repurchase 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
Philips Annual Report 2007 49
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Liquidity and |
|
|
|
|
|
|
capital resources |
|
|
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 145 million due to the exercise of stock
options.
Financing
The consolidated balance sheet for the years 2007,2006 and 2005 is presented below:
Condensed consolidated balance sheet
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
20061) |
|
|
2007 |
|
Cash and cash equivalents |
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
Receivables |
|
|
8,874 |
|
|
|
9,651 |
|
|
|
9,500 |
|
Assets of discontinued operations |
|
|
4,484 |
|
|
|
431 |
|
|
|
333 |
|
Inventories |
|
|
2,797 |
|
|
|
2,880 |
|
|
|
3,203 |
|
Equity-accounted investees |
|
|
5,338 |
|
|
|
2,974 |
|
|
|
1,886 |
|
Other non-current financial assets |
|
|
729 |
|
|
|
8,055 |
|
|
|
3,183 |
|
Property, plant and equipment |
|
|
2,999 |
|
|
|
3,084 |
|
|
|
3,180 |
|
Intangible assets |
|
|
3,541 |
|
|
|
5,536 |
|
|
|
6,289 |
|
Total assets |
|
|
33,905 |
|
|
|
38,497 |
|
|
|
36,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and other liabilities |
|
|
8,433 |
|
|
|
8,129 |
|
|
|
7,799 |
|
Liabilities of discontinued operations |
|
|
1,627 |
|
|
|
169 |
|
|
|
157 |
|
Provisions |
|
|
2,634 |
|
|
|
3,293 |
|
|
|
3,104 |
|
Debt |
|
|
4,487 |
|
|
|
3,869 |
|
|
|
3,557 |
|
Minority interests |
|
|
58 |
|
|
|
40 |
|
|
|
42 |
|
Stockholders equity |
|
|
16,666 |
|
|
|
22,997 |
|
|
|
21,684 |
|
Total liabilities and equity |
|
|
33,905 |
|
|
|
38,497 |
|
|
|
36,343 |
|
|
|
|
1) |
|
Restated to present the MedQuist business 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 2007, cash and cash equivalents from continuing operations increased by EUR 2,883 million to EUR
8,769 million at year-end. Cash proceeds from divestments amounted to EUR 5,745 million, including
a net cash inflow of EUR 3,895 million as a result of the sale of shares in TSMC and EUR 1,547
million for LG. Philips LCD. The share buyback programs led to a cash outflow of EUR 1,609 million.
There were further cash outflows for acquisitions of EUR 1,502 million, including EUR 561 million
for Partners in Lighting International, EUR 515 million for the acquisition of Color Kinetics, EUR
94 million for Health Watch, EUR 55 million for TIR Systems, EUR 77 million for Digital Lifestyle
Outfitters and EUR 74 million for Raytel Cardiac Services. Furthermore, a
dividend of EUR 659 million was paid. Currency changes during 2007 decreased cash and cash
equivalents by EUR 112 million.
In 2006, cash and cash equivalents from continuing operations increased by EUR 743
million to EUR 5,886 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 a majority stake in the Semiconductors division.
The share buyback 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.
Debt position
Total debt outstanding at the end of 2007 was EUR 3,557 million, compared with EUR 3,869
million at the end of 2006.
Changes in debt
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
20061) |
|
|
2007 |
|
New borrowings |
|
|
74 |
|
|
|
106 |
|
|
|
29 |
|
Repayments |
|
|
(398 |
) |
|
|
(543 |
) |
|
|
(310 |
) |
Consolidation and currency effects |
|
|
298 |
|
|
|
(181 |
) |
|
|
(31 |
) |
Total changes in debt |
|
|
(26 |
) |
|
|
(618 |
) |
|
|
(312 |
) |
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
During the year, total debt decreased by EUR 312 million. Philips repaid EUR 113 million of bank
facilities; repayments under capital leases were EUR 24 million and EUR 15 million resulted from
reductions in other long-term debt. Repayments under short-term debt totaled EUR 158 million. New
borrowings totaled EUR 29 million. Other changes resulting from consolidation and currency effects
led to a reduction of EUR 31 million.
In 2006, 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 of 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.
50 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Other changes resulting from consolidation and currency effects led to a reduction of EUR
181 million.
Long-term debt as a proportion of the total debt stood at 34% at the end of 2007, compared to 78%
at the end of 2006.
Net debt to group equity
The Company had a net cash position (cash and cash equivalents, net of debt) of EUR 5,212 million
at the end of 2007, compared to a net cash position at the end of 2006 of EUR 2,017 million.
Stockholders equity
Stockholders equity decreased by EUR 1,313 million to EUR 21,684 million at December 31,2007. The
decrease was mainly attributable to share repurchase programs for both capital reduction purposes
and the hedging of long-term incentive and employee stock purchase programs, which reduced equity
by a total of EUR 1,633 million. The dividend payment to shareholders in 2007 further reduced
equity by EUR 659 million. The decrease was offset by EUR 305 million related to re-issuance of
treasury stock and share-based compensation plans and a further EUR 674 million increase related to
total changes in comprehensive income net of tax.
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.
The number
of outstanding common shares of Royal Philips Electronics at December 31, 2007, was
1,065 million (2006:1, 107 million).
At the end of 2007, the Company held 52.1 million shares in treasury to cover the future delivery
of shares in connection with the 61.4 million rights outstanding at year-end 2007 under the
Companys long-term incentive plan and convertible personnel debentures. At the end of 2007, the
Company held 25.8 million shares for cancellation. 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 plans and
convertible personnel debentures. 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 11,374 million as of December 31, 2007, compared to EUR 13,439 million one year
earlier.
Philips Annual Report 2007 51
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Liquidity and |
|
|
|
|
|
|
capital resources |
|
|
Liquidity position
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20052) |
|
|
20062) |
|
|
2007 |
|
Cash and cash equivalents |
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
Long-term debt |
|
|
(3,320 |
) |
|
|
(3,006 |
) |
|
|
(1,212 |
) |
Short-term debt |
|
|
(1,167 |
) |
|
|
(863 |
) |
|
|
(2,345 |
) |
Net cash |
|
|
656 |
|
|
|
2,017 |
|
|
|
5,212 |
|
Available-for-sale
securities at market
value |
|
|
113 |
|
|
|
6,529 |
|
|
|
1,776 |
|
Trading securities |
|
|
|
|
|
|
192 |
|
|
|
|
|
Main listed investments
in equity-accounted
investees at market
value |
|
|
11,139 |
|
|
|
2,803 |
|
|
|
2,688 |
|
Net available liquidity |
|
|
11,908 |
|
|
|
11,541 |
|
|
|
9,676 |
|
Revolving credit
facility / CP
program1) |
|
|
2,109 |
|
|
|
1,898 |
|
|
|
1,698 |
|
Net available liquidity
resources |
|
|
14,017 |
|
|
|
13,439 |
|
|
|
11,374 |
|
|
|
|
1) |
|
The revolving credit facility could act as a back-up for the CP program |
|
2) |
|
Restated to present the MedQuist business as a discontinued operation |
The fair value of the Companys listed available-for-sale securities, based on quoted market
prices at December 31, 2007, amounted to EUR 1,776 million, of which EUR 1,699 million
related to TSMC. Philips shareholdings in its main listed equity-accounted investees had a
fair value of EUR 2,688 million based on quoted market prices at
December 31, 2007, and
consisted primarily of the Companys holdings in LG.Philips LCD with a value of EUR 2,556
million and TPV Technology with a value of EUR 130 million. The Company has a lock-up period
associated with the sale of shares in TPV that expires in September 2008 and LG.Philips LCD
that expired in January 2008.
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, 2007, Philips did not
have any commercial paper outstanding.
As at
December 31, 2007, the Company had total cash and cash equivalents of EUR 8,769 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 3,557
million at year-end 2007.
The Company expects to have significant cash outflows during 2008 that will affect the overall
liquidity position of the Company. In November 2007, the Company announced the aquisition of
Genlyte Group Incorporated for an expected purchase price of EUR 1.8 billion. This acquisition was
completed in January 2008. During December 2007 the Company announced further acquisitions
including Respironics for an expected purchase price of EUR 3.6 billion and VISICU for EUR 290
million. The Company has also announced its intention to repurchase a further EUR 5 billion of
shares for cancellation, and this program is largely expected to be completed during 2008. Also
included within total short-term debt is EUR 1,692 million of bonds, with EUR 130 million due to
mature in February 2008 and EUR 1,562 million due to mature in May 2008. The dividend for 2008 is
expected to be some EUR 715 million.
Guarantees and contractual cash obligations
Guarantees
Guarantees issued or modified after December 31,2003, 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 2007, the total fair value of guarantees recognized by the
Company was EUR 3 million.
Guarantees
issued before December 31, 2003, and
not modified afterwards, and guarantees issued after
December 31, 2003, which do not have
characteristics defined in FIN 45, remain off-balance sheet.
52 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Philips policy is to provide only guarantees and other letters of support, in
writing. 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 31,2007.
Expiration per period 2007
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
less |
|
|
|
|
|
|
|
|
|
|
amounts |
|
|
than 1 |
|
|
|
|
|
|
after 5 |
|
|
|
committed |
|
|
year |
|
|
1-5 years |
|
|
years |
|
Business-related
guarantees |
|
|
432 |
|
|
|
142 |
|
|
|
95 |
|
|
|
195 |
|
Credit-related
guarantees |
|
|
45 |
|
|
|
5 |
|
|
|
16 |
|
|
|
24 |
|
|
|
|
477 |
|
|
|
147 |
|
|
|
111 |
|
|
|
219 |
|
Expiration per period 2006
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
less |
|
|
|
|
|
|
|
|
|
|
amounts |
|
|
than 1 |
|
|
|
|
|
|
after 5 |
|
|
|
committed |
|
|
year |
|
|
1-5 years |
|
|
years |
|
Business-related
guarantees |
|
|
466 |
|
|
|
151 |
|
|
|
80 |
|
|
|
235 |
|
Credit-related
guarantees |
|
|
42 |
|
|
|
14 |
|
|
|
2 |
|
|
|
26 |
|
|
|
|
508 |
|
|
|
165 |
|
|
|
82 |
|
|
|
261 |
|
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 31,2007 2)
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) |
|
|
2,973 |
|
|
|
1,841 |
|
|
|
19 |
|
|
|
754 |
|
|
|
359 |
|
Capital lease
obligations1) |
|
|
88 |
|
|
|
8 |
|
|
|
15 |
|
|
|
8 |
|
|
|
57 |
|
Short-term
debt1) |
|
|
496 |
|
|
|
496 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
leases1) |
|
|
730 |
|
|
|
147 |
|
|
|
232 |
|
|
|
134 |
|
|
|
217 |
|
Bond interest |
|
|
655 |
|
|
|
171 |
|
|
|
143 |
|
|
|
97 |
|
|
|
244 |
|
|
|
|
4,942 |
|
|
|
2,663 |
|
|
|
409 |
|
|
|
993 |
|
|
|
877 |
|
|
|
|
1) |
|
Short-term debt long-term debt and capital lease obligations are included in the Companys
consolidated balance sheet; please refer to note 23, note 24
and note 26 of the notes to the group financial statements |
|
2) |
|
For further details about uncertain tax positions, amounting to EUR 627 million,
see note 6 of the notes to the Group financial statements |
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 fulfill 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 110
million as at December 31,2007.
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 to funded pension plans are made by the Company, as necessary, to provide sufficient
assets to meet future benefits payable to plan participants. These contributions are determined by
various factors, including funded status, legal and tax considerations and local customs.
The Company currently expects cash outflows in relation to employee benefits which are estimated to
amount to EUR 314 million in 2008 (2007: EUR 433 million), consisting of EUR 160 million employer
contributions to defined-benefit pension plans, EUR 89 million employer contributions to
defined-contribution pension plans, and EUR 65 million expected cash outflows in relation to
unfunded pension plans.
The expected cash outflows in 2008 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 group
financial statements.
Philips Annual Report 2007 53
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Acquisitions |
|
|
Acquisitions
In the course of 2007 we completed ten strategically aligned acquisitions and announced three
more acquisitions that are expected to be, or have been, completed
in the first quarter of 2008. At the same time, we divested a
number of non-core activities and reduced our shareholdings in
cyclical businesses in a responsible manner
The Color Kinetics-illuminated London
Eye is the worlds largest observation
wheel at nearly 135 metres high. A new
LED-based lighting system brings
dynamic, visually appealing color to the
structure while at the same time
alleviating the maintenance costs
and requirements of the previous fluorescent
system.
54 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Medical Systems
VMI-Sistemas Medicos
In professional healthcare, Philips acquired Brazils leading general X-ray manufacturer,
VMI-Sistemas Medicos.
XIMIS
Philips also acquired US-based healthcare IT company XIMIS, which focuses on systems to help reduce
errors and streamline workflow in hospital radiology wards.
Emergin
Philips acquired Emergin, the leading US provider of software utilized to rapidly transmit medical
alarm signals throughout hospitals. Through this acquisition, Philips will expand the use of
information technology in healthcare and specifically in its patient monitoring business to
improve patient outcomes and help hospitals work more efficiently.
VISICU
In December 2007, Philips announced a merger agreement with clinical IT and service provider
VISICU. Based in Baltimore, USA, VISICU makes clinical IT systems that enable critical-care medical
staff to actively monitor patients in hospital intensive care units (ICUs) from remote locations.
VISICUs patented clinical IT system, called the elCU program, provides real-time 24/7 patient
monitoring in ICUs by centrally networking critical-care physicians and nurses to ICU beds using
voice and video. Equipped with artificial intelligence algorithms, the system also offers advanced
clinical support. The merger will boost the creation of products to give more clinical decision
support to hospital staff, while allowing them to monitor greater numbers of critically ill
patients.
Consumer Electronics
Digital Lifestyle Outfitters
In the fast-growing, high-margin area of electronics peripherals and accessories, Philips acquired
US-based Digital Lifestyle Outfitters, which designs, markets and distributes accessories for
mobile audio-visual devices such as MP3 and video players. Through this deal, Philips has bolstered
its position as a leading player in peripherals and accessories for the mobility domain, further
strengthening its contacts with key international retailers.
Lighting
Color Kinetics
In the professional lighting sector, Philips acquired Color Kinetics (EUR 515 million), based in
Boston, USA. Color Kinetics is a leader in the design and marketing of innovative light-emitting
diode (LED) lighting systems.
TIR Systems
We also completed the acquisition of Vancouver, Canada-based TIR Systems, a leading company in LED
technology for modules that generate high-quality white light.
The acquisitions of Color Kinetics and TIR Systems will give Philips a leading position in the
entire LED lighting value chain, bolstering its strong LED intellectual property portfolio and
further adding to this fast-growing new segment. Philips is increasingly benefiting from its
leadership position in the shift to energy-efficient lighting solutions, both in the professional
and consumer domains.
Partners in Lighting International
In the consumer lighting sector, Philips completed its
acquisition of Partners in Lighting International (PLI) (EUR 561 million), the leading European
manufacturer of home luminaires. PLI develops, manufactures and markets a wide portfolio of more
than 10,000 distinct home lighting luminaire products, currently mainly for the
Philips Annual Report 2007 55
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Acquisitions
Building upon our 2006 purchase of Lifeline, in 2007 we announced a number of strategically
aligned acquisitions Respironics, Health Watch and Raytel Cardiac Services designed to further
strengthen our position in the fast-growing home healthcare solutions market.
European
market. This acquisition will strengthen Philips presence in LEDs especially for home
lighting, where solid-state lighting (SSL) will bring major benefits in terms of creating
atmospheres and reducing energy consumption.
Lighting
Technologies International
In November 2007, Philips acquired Lighting Technologies
International (LTI), a US-based manufacturer of high-power xenon lamps for the entertainment
industry and a leading supplier of cinema projection lighting in the United States. LTIs strong
presence in applications for high-power xenon lamps will round off Philips portfolio of xenon
lamps.
Genlyte
In January 2008, Philips completed the acquisition of North American luminaires company Genlyte, a
leader in the North American construction luminaires market, for EUR 1.8 billion. Genlyte designs,
manufactures and sells lighting fixtures, controls and related products for a wide variety of
applications, including solid-state lighting. This acquisition builds on our earlier acquisitions
of Color Kinetics, TIR Systems, Partners in Lighting International and provides us with a leading
position in the North American luminaires market. Through this acquisition, Philips has established
a solid platform for further profitable growth, building on Genlytes extensive presence in North
America to speed up the adoption of energy-saving, green lighting technologies.
Consumer Healthcare Solutions
Unsustainably high healthcare costs in many markets, the aging of the population and the
expectation that seniors will double as a percentage of the total population over the next 25 years
in Western Europe and the US, are factors underpinning Philips drive to become a global player in
the home healthcare market.
Health Watch
In 2007, Philips acquired personal emergency response company Health Watch, a US-based,
privately-held provider of personal emergency response services. This acquisition will further
strengthen our leadership position in the fast-growing market for emergency response services,
building on the Lifeline Systems acquisition in 2006.
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The inclusion of Health Watch increases the number of healthcare organizations and
healthcare referral sources in the Philips Lifeline network, further contributing to future growth.
Raytel Cardiac Services
Philips also acquired US-based Raytel Cardiac Services, a leading US provider of home cardiac
monitoring services that doctors prescribe to heart patients. Acquiring Raytel Cardiac Services
represents a further step in our healthcare strategy of improving patient outcomes in specific care
cycles, such as cardiology, and builds on our leading position in medical technologies for heart
disease (the most common cause of death in the developed world). Philips has invested heavily over
the years to become the top supplier to hospitals of medical equipment for managing heart disease.
Respironics
In December 2007, Philips announced the projected acquisition of Respironics for EUR 3.6 billion,
which would be its biggest-ever acquisition. Respironics is a global leader in the treatment of
Obstructive Sleep Apnea (OSA), a sleep disorder characterized by the repeated cessation of
breathing during sleep. Research in recent years has shown a link between OSA, heart disease,
stroke and diabetes. Additionally, Respironics has a leading position in non-invasive ventilation
and has recently introduced new home oxygen technologies to serve the needs of respiratory-impaired
patients in the home. The remainder of Respironics business is focused on the hospital channel and
includes non-invasive and invasive ventilation, respiratory monitoring, neonatal products and
respiratory drug delivery technologies for the treatment of respiratory diseases. The deal adds new
product categories in OSA and home respiratory care to our existing businesses in this field.
Respironics fits well into Philips strategy to become the world leader in the fast-growing home
healthcare market.
Divestments
In the course of 2007, we sold, or decided to sell, several of our non-core business interests.
Also, we continued to reduce our financial holdings in cyclical businesses.
On March 31, 2007, the Company completed the sale of its remaining Mobile Phones activities to
China Electronics Corporation (CEC). CEC has received an exclusive license to market and sell
mobile phones under the Philips brand for the coming five years.
On November 2, 2007, Philips announced that a decision has been made to proceed with the sale of
its approximate 70% ownership interest in MedQuist, as the Company considers its MedQuist ownership
interest as a non-core holding.
On December 19, 2007, Philips announced it has reached an agreement in principle to sell its
Set-Top Boxes and Connectivity Solutions activities, currently part of its Home Networks business
unit within Consumer Electronics, to Pace Micro Technology. After completion, Philips will become
shareholder of some 23% in the combined business. The transaction is expected to close at February
20, 2008.
As part of a multi-phase plan to facilitate an orderly exit from the Companys shareholding in
Taiwan Semiconductor Manufacturing Company, Philips sold 2.8 billion common shares in TSMC in the
course of 2007. This plan, announced on March 9, 2007, aims to reduce Philips holding in TSMC to
zero before the end of 2010.
In line with Philips strategy to further reduce its holding in LG.Philips LCD in a structured and
responsible manner, the Company sold 46.4 million shares of common stock in LG.Philips LCD,
thereby reducing its shareholding to 19.9%. The transaction provided Philips with net proceeds of
EUR 1.5 billion.
Philips Annual Report 2007 57
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Other information
Other information
Share repurchase programs
On January 22, 2007, the Company started a EUR 1.6 billion share repurchase program for capital
reduction purposes 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. Under
this program, a total of 25,813,898 shares were acquired worth EUR 0.8 billion. The mechanics of
the second trading line and all transactions in Philips shares under this share repurchase program
are published on the Companys website.
On September 5, 2007, the Company started a program to repurchase approximately 15 million
additional Philips shares on Euronext Amsterdam in connection with cumulative obligations resulting
from its existing long-term incentive and employee stock purchase programs. These repurchases were
completed in 2007 and increased the number of shares held by the Company versus shares due under
the programs. The shares repurchased are held by the Company as treasury shares until they are
required.
On December 19, 2007, the Company announced that it plans to repurchase up to approximately EUR 5
billion worth of Philips shares for the purpose of capital reduction, which program is expected to
be largely completed by the end of 2008. This program includes the portion of the Companys EUR 1.6
billion second trading line repurchase program that has yet to be completed. Through its second
trading line program, Philips repurchased EUR 0.8 billion worth of shares for cancellation in 2007.
The Company started the new repurchase program on January 2, 2008, and will enter into subsequent
discretionary management agreements
with one or more banks to repurchase Philips shares within the limits of relevant laws and
regulations (in particular EC Regulation 2273/2003) and Philips articles of association. The
appropriate authorizations to complete the program will be proposed to the 2008 Annual General
Meeting of Shareholders.
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 on a weekly basis.
Capital reduction
On January 18, 2008, the Company started the procedure for the cancellation of Philips shares
acquired or to be acquired pursuant to the share repurchase programs for capital reduction purposes
initiated in January 2007 and January 2008. The number of shares to be cancelled shall be
determined by the Board of Management but shall not exceed 114,282,676 shares. Pursuant to the
relevant statutory provisions, cancellation may not be effected earlier than March 18, 2008.
Legal proceedings
The Company and certain of its (former) group companies are involved as a party in legal
proceedings, including regulatory and other governmental proceedings, relating to such matters as
competition issues, commercial transactions, product liability, participations and environmental
pollution. In respect of antitrust laws, the Company and certain of its (former) group companies
are involved in investigations by competition law authorities in several jurisdictions and are
engaged in litigation in this respect
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Since the ultimate disposition of asserted
claims and proceedings and investigations
cannot be predicted with certainty, an
adverse outcome could have a material
adverse effect on the Companys
consolidated financial position and
consolidated results of operations for a
particular period.
For a description of the legal proceedings
relating to asbestos, MedQuist, LG.Philips
LCD and CRT investigations and other
matters, please refer to note 27.
IFRS-only
Currently, Philips primary external and
internal reporting is based on US GAAP. In
addition, Philips issues quarterly and
annual financial information prepared in
accordance with International Financial
Reporting Standards (IFRS).
The US Securities and Exchange Commission
(SEC) has issued a final ruling that
eliminates the requirement that Foreign
Private Issuers such as Philips file US
GAAP-based financial statements (or a
reconciliation thereto) and will accept
reporting based solely on IFRS.
Consequently, Philips will simplify its
reporting by moving to IFRS as its sole
reporting standard no later than from
January 1, 2009, and will discontinue the
use of US GAAP as of the same date.
Philips Annual Report 2007 59
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Proposed dividend to shareholders
Outlook
Proposed dividend to shareholders
Pursuant to article 34 of the articles of
association of Royal Philips Electronics,
first a dividend will be declared on
preference shares out of net income. The
remainder of the net income, after
reservations made with the approval of
the Supervisory Board, shall be available
for distribution to holders of common
shares subject to shareholder approval
after year-end. As of December 31, 2007,
the issued share capital consists only of
common shares; no preference shares have
been issued.
A proposal will be submitted to the 2008
Annual General Meeting of Shareholders to
declare a dividend of EUR 0.70 per common
share, which, dependent on the progress
of the current share repurchase program,
will result in an expected dividend of
EUR 715 million. In 2007, a dividend was
paid of EUR 0.60 per common share (EUR
659 million) in respect of the financial
year 2006.
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 net income
for the financial year 2007 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, 2007,
is before dividend, which is subject to
shareholder approval after year-end
60 Philips Annual Report 2007
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Outlook
With our portfolio restructuring nearing
completion, and having once again
delivered on our targets, we look forward
with confidence. 2008 is going to be a
challenging but exciting year for Philips
one in which we expect to take further
solid steps towards achieving our Vision
2010 objectives.
The successful integration of acquisitions
will be high on the management agenda for
2008. We completed the Genlyte acquisition
in late January 2008 and expect to
complete the announced acquisition of
Respironics in the early part of this
year. Following the completion of these
acquisitions, we will be in a position to
inform the market on the contribution of
the sectors to the realization of our
Vision 2010 plans; this will include our
objective for return on invested capital.
We also expect to make substantial
progress towards achieving an efficient
balance sheet, which we will continue to
base on an A-/A3 credit rating with both
our rating agencies. We plan to continue
the responsible sell-down of our remaining
stakes during the year and we expect that
our recently announced EUR 5 billion share
repurchase program will be largely
completed by the end of 2008.
While we recognize the markets caution on
2008 macro-economic developments
particularly in North America and Europe
we are confident that our sustained growth
in the emerging markets, a strong
innovation pipeline, a balanced portfolio
and synergies from our acquisitions will
allow us to continue on our improvement
path through 2008 and to meet our targets
as set out in Vision 2010.
Amsterdam, February 18, 2008
Board of Management
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The Philips sectors
Our structure
Koninklijke Philips Electronics N.V. (the Company) 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 management of the Company is entrusted to the Board of Management
under the supervision of the Supervisory Board.
The businesses are the 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 our employees, customers,
government and society.
In 2007, Philips activities were organized on a divisional basis: Medical Systems, Domestic
Appliances and Personal Care, Consumer Electronics, Lighting, Innovation & Emerging Businesses, and
Group Management & Services.
At the end of 2007, Philips had approximately 100 production sites in 29 countries, sales
and service outlets in approximately 150 countries, and some 123,800 employees.
2007
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Philips in 2008
As of January 1, 2008, Philips activities are organized on a sectoral basis, with each operating
sector Healthcare, Lighting and Consumer Lifestyle being responsible for the management of its
businesses worldwide. The Healthcare sector brings together the former Medical Systems division and
Home Healthcare Solutions formerly Consumer Healthcare Solutions which has been transferred from
Innovation & Emerging Businesses. The former Consumer Electronics and Domestic Appliances and
Personal Care divisions have been integrated in the Consumer Lifestyle sector.
By leveraging Philips brand, technology base and distribution network, the Company aims, through
the Innovation & Emerging Businesses sector, to invest in projects that are not currently part of
Philips operating sectors, but which will lead to additional organic growth or create value
through future spin-offs. Innovation & Emerging Businesses includes Corporate Research, Philips
Incubators and Intellectual Property & Standards, as well as Philips Design. The sector Group
Management & Services includes the global service units, corporate and regional centers, pensions
and the global brand activities.
2008
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Medical Systems
Medical Systems
Philips innovative healthcare
solutions are designed to make a
difference in how clinicians diagnose,
treat and monitor disease, and allow
them to focus more on their patients.
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6%
currency-comparable
growth of order intake
at Medical Systems
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Human insight is combined with a solid clinical understanding to create integrated
offerings across the cycle of care. |
Philips Medical Systems is a global provider of innovative healthcare solutions, designed to
address the needs of patients as well as healthcare professionals, with a particular focus on
diagnostic imaging cardiology, oncology and womens health and critical care. Whether it is in
the hospital or in the home, we seek to improve patient outcomes throughout the entire cycle of
care from prevention and screening to diagnosis, treatment,
monitoring and management.
In order to simplify healthcare for our customers and the patients they serve, innovation at
Philips is driven by gaining insight into the needs of the people who use our products. Within
healthcare, this human insight is combined with a solid clinical understanding to create integrated
offerings across the cycle of care that truly support clinical excellence.
In 2007 we were comprised of four areas of business*:
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Imaging Systems x-ray, computed tomography, magnetic resonance and nuclear medicine
equipment,
designed to create diagnostic images and to support
minimally invasive therapy |
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Ultrasound and Monitoring Solutions ultrasound imaging, patient monitoring and cardiac
systems |
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Healthcare Informatics picture archiving and communication systems (PACS), clinical
decision-support information, cardiology IT and document services |
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Customer Services consultancy, clinical services, education, equipment financing, asset
management, as well as equipment maintenance and repair; supports the optimization of workflow
and maintenance in all markets served. |
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* |
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Following the announcement on November 2, 2007, of Philips intention to dispose of its
majority stake in MedQuist, this business is presented as a discontinued operation in this
Annual Report and not consolidated with the results of Medical Systems. |
Products and services are sold to healthcare providers around the world, including academic,
enterprise and stand-alone institutions, clinics, physicians and consumer retailers. Marketing,
sales and service channels are mainly direct.
Major drivers of the medical technology market include a growing and longer-living world
population, the associated rising incidence of chronic diseases, insufficient staffing levels, and
government funding and reimbursement. Healthcare reforms in some countries and increased price
competition among major players may have a limiting impact on future market growth. In light of
these factors, technology has a significant role to play, enabling new solutions for early and
better diagnoses and less labor-intensive treatment. Therefore the technology share of the
healthcare bill is set to increase more rapidly than overall healthcare spending. We believe that
bridging the hospital and the home is going to be increasingly important in delivering better
patient outcomes while containing costs. This conviction is driving Philips investment in building
up a leading home healthcare business, as outlined in the Consumer Healthcare Solutions business
description within Innovation & Emerging Businesses that begins on page 93 of this Annual Report.
We intend to maintain our high level of product innovation and strengthen our sales and
distribution channels. The United States is the largest healthcare
market, currently
representing close to 50% of the global market, followed by Japan and Germany.
The medical systems market is subject to some seasonality as a relatively large proportion of
revenue is recognized in the fourth quarter, mainly reflecting public/governmental budget spending.
We employ approximately 27,000 employees worldwide, including 8,000 in services.
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Medical Systems
With regard to sourcing, please refer to the business description of Philips Supply
Management that begins on page 96 of this Annual Report.
Progress against targets
The Annual Report 2006 set out a number of key targets for Medical Systems in 2007. The advances
made in addressing these are outlined below.
Continue to grow faster than the market
We continued to grow slightly faster than the market by: intensifying the focus on emerging market
growth, resulting in double-digit order intake growth in China, India and Latin America;
maintaining the solid innovation rate and further increasing service-contract penetration by
slightly more than 2%; and making strategically aligned acquisitions.
In 2007 we continued to broaden our position in strategic growth areas and increased penetration
into international markets through focused investments in products and channels.
The acquisition of XIMIS, a company that focuses on systems to help reduce medical errors and
streamline workflow in hospitals, further expands our growing presence in the radiology informatics
market. This was followed by the announcement, toward the end of the year, of the acquisitions of
the US-based clinical IT specialists Emergin (closed in 2007) and VISICU (to be finalized in 2008),
enhancing our capability to offer full monitoring solutions.
In line with the strategy to bolster our healthcare presence in emerging markets, we acquired
Brazils leading general X-ray manufacturer, VMI-Sistemas Medicos, thereby expanding our position
in the Latin American market. We also entered into a number of strategic agreements, e.g. with
Artemis Health Institute in Gurgaon, India, to supply medical equipment and undertake integrated
medical technology planning as well as research and development, enabling Philips to capture
real-time scientific data.
Support care providers throughout the entire care cycle by developing disease-based product and
service solutions
Cardiology
Philips innovations are driving integration of cardiology products and services, bridging
previously disparate cardiac patient events, from arrival at healthcare facilities, through
transfers to non-invasive, interventional intensive care. This process is supported by one of the
broadest cardiology portfolios on the market, encompassing multi-disciplinary diagnoses and
inclusive treatments, with fewer mistakes and repeated procedures. Our goal is the delivery of
better, more efficient care through earlier diagnosis, fewer disabilities, faster recoveries and,
in cases of long-term care, slower progression of disease.
By way of example, in 2007 Philips introduced its HeartStart MRx Monitor/Defibrillator, which
enables paramedics to transmit patient data from the ambulance to the hospitals emergency
department. By allowing a hospital to begin organizing its resources before the patient arrives,
the MRx can help reduce the time to treatment.
Another example of how Philips optimizes timely delivery of diagnosis and treatment in the cardiac
care cycle is the recently introduced ultrasound transducer for Live 3D transesophageal
echocardiography (Live 3D TEE), which provides views of cardiac structure and function available
for the first time. Along with new advanced software, this enables 2D imaging as well as real-time
3D visualization of the heart, in particular the hearts valves, giving clinicians the ability to
carry out a complete analysis, which allows a faster, more precise diagnosis.
Oncology
Our commitment in oncology is to provide technologies and support that enable physicians to make
effective treatment decisions for cancer patients at every point of care. As our collective
understanding of how to detect, stage and treat cancer continues to evolve, so does our ability to
detect disease earlier, to stage disease more accurately and to pursue image-guided interventional
treatment techniques.
Clinical insights in the treatment of oncology patients led to the 2007 introduction of the
GEMINI Big Bore PET-CT to complement the Brilliance Big Bore CT. This offering allows radiation
oncologists to see both the biological cell intensity combined with anatomical tumor location
in the treatment position, and where
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necessary to incorporate the effects of respiratory motion with 4D for the most accurate
tumor targeting. For patients undergoing treatment, this means more targeted treatment that allows
healthy tissue around the tumor to be spared.
Womens health
Advances in technology and medical science continue to transform womens healthcare, as our
understanding of screening, prevention and education evolves in parallel to improvements in disease
management.
Philips maintains its long-term commitment to introducing innovations for every season of a womans
health from adulthood through helping seniors maintain independence later in life. Whether it is
in obstetrical care, where our technologies allow vigilant and reassuring surveillance before,
during and after pregnancy, or alerting medical emergency services from home when needed, Philips
offers women around the globe a sense of confidence and reliability.
For breast cancer, we developed important MR technologies in 2007 such as the Smart Exam as well
as integrated MRI coils and the DynaCAD® Workstation to support optimal screening and
early detection.
Customer loyalty
We use the Net Promoter Score to measure customer loyalty. We are investing significantly to
improve our patient-and-provider focus through products that address the care cycle, better
communication from our customer-facing employees and improved service performance. These
initiatives are intended to increase the bond of trust we have with our customers, a leading
indicator of purchase and repurchase behavior. In 2007, we implemented customer-loyalty programs to
better understand how our products and services are viewed in the marketplace.
Cultivate leadership talent
In order to support our business excellence we continued to build the strategic leadership
capabilities of our people. It is our goal to be one of the best places to work. Therefore we must
offer energizing challenges and development opportunities for our people to fully exploit their
talent.
In 2007 we deployed employee recognition programs in different parts of the organization. We also
enhanced our ability to recruit, develop and retain top talent, attracting 25 senior managers from
outside the company.
Philips MRI Breast Solution is fast, easy and accurate. It enables physicians to provide
patients with the best diagnostic information and, if needed, to perform MRI-guided
biopsies, helping patients avoid unnecessary stress.
Focus on operational excellence
Throughout 2007 we continued to focus on improving the key business processes.
By adopting one common logistics process for equipment and one global logistics partner for
spare parts, we dramatically improved our customer delivery performance. We also deployed
global project tools, resulting in more predictable and efficient installation activity.
Harmonizing global order types is reducing the complexity of commercial and industrial
transactions. Finally, by beginning to consolidate our industrial footprint, we have been
able to focus on core competencies and on integrating acquisitions.
Process improvements remain a key focus as we simplify interfaces and gain leverage with our
supply base. Initiatives built around supplier development and collaboration continue to
yield improvements in the areas of early supplier involvement, accelerated time-to-market
and supplier quality performance.
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Medical Systems
Improve service satisfaction
Service satisfaction continues to be a focal area for us. Serviceability features that allow
quick problem resolution have been designed-in to all product lines using a new standardized
process. The process has yielded a 30% improvement in serviceability features over the last
three product release cycles.
We also implemented a robust business management system designed to take operational performance to
world-class level. This system is founded upon the integrated application of Philips Business
Excellence/ Process Survey Tools, Six Sigma, Breakthrough Management (Hoshin) and, specifically,
extensive benchmarking.
2007 financial performance
Sales in 2007 totaled EUR 6,470 million, a stable nominal performance compared to 2006. Excluding
the 2% positive impact of portfolio changes and the 5% unfavorable currency effect, comparable
sales growth was 4%. Particularly strong growth in Ultrasound & Monitoring and Customer Services
was partly offset by the decline in Imaging Systems which was negatively affected by the continued
softening of the imaging market in the US, in part a result of the impact of the Deficit Reduction
Act, and in Japan.
From a regional perspective, single-digit comparable sales growth was achieved in the mature
markets, including North America, which generated double-digit growth in all businesses except
Imaging Systems. The key emerging markets experienced 10% comparable growth, with particularly
strong performance in India (17%) and solid growth of 9% each in China and Latin America.
EBITA amounted to EUR 875 million or 13.5% of sales in 2007, compared to EUR 861 million or 13.4%
in 2006. Earnings fell short of the divisional target of 14-15%, as higher earnings at Ultrasound &
Monitoring, Customer Services and Healthcare Informatics were largely offset by lower sales-driven
earnings at Imaging Systems, partly due to the impact of the Deficit Reduction Act.
EBIT improved from EUR 734 million in 2006 to EUR 743 million in 2007.
Cash flows before financing activities included net payments totaling EUR 70 million for the
acquisitions of Emergin, VMI and XIMIS in 2007, while 2006 included acquisition-related cash
outflows of EUR 1,103 million, for Intermagnetics and Witt Biomedical. Excluding these
acquisition-related disbursements, cash flows before financing activities were EUR 186 million
below 2006, mainly due to higher working capital requirements and increased capital expenditures.
Key data
in millions of euros
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20051) |
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20061) |
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2007 |
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Sales |
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6,013 |
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6,448 |
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6,470 |
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Sales growth |
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% increase, nominal |
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9 |
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|
|
7 |
|
|
|
0 |
|
% increase, comparable |
|
|
8 |
|
|
|
8 |
|
|
|
4 |
|
EBITA |
|
|
768 |
|
|
|
861 |
|
|
|
875 |
|
as a % of sales |
|
|
12.8 |
|
|
|
13.4 |
|
|
|
13.5 |
|
EBIT |
|
|
688 |
|
|
|
734 |
|
|
|
743 |
|
as a % of sales |
|
|
11.4 |
|
|
|
11.4 |
|
|
|
11.5 |
|
Net operating capital (NOC) |
|
|
3,179 |
|
|
|
4,125 |
|
|
|
4,104 |
|
Cash flows before financing activities |
|
|
505 |
|
|
|
(427 |
) |
|
|
420 |
|
Employees (FTEs) |
|
|
24,221 |
|
|
|
26,203 |
|
|
|
27,441 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation
|
|
|
|
For a
reconciliation to the most directly comparable US GAAP measures, see the chapter Reconciliation of
non-US GAAP information |
68 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
For 2008, strong sales growth is anticipated in Patient Monitoring, Cardiac Care, Home
Healthcare Solutions and Customer Services, tempered by limited growth in Imaging Systems.
Regulatory requirements
Medical Systems is subject to extensive regulation. It 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 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 continue to
impact Philips Healthcare in 2008 and beyond. The Deficit Reduction
Act of 2005 came into effect in February 2006 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 avoid further unwarranted reimbursement reductions and to
ensure a more rational approach to payment for innovative technologies, particularly advanced
imaging services.
Strategy and 2008 objectives
Following the announcement of Vision 2010 in September 2007, the former Medical Systems division
and Consumer Healthcare Solutions business now renamed Home Healthcare Solutions have been
integrated effective January 1, 2008, and going forward will be reported as the Healthcare sector.
Philips Healthcare will play an important role in the realization of Philips Vision 2010 ambition.
For 2008 and beyond, Healthcare has put in place a number of specific value-creating initiatives
which it will drive through a framework of Growth, Talent and Simplicity:
|
|
Extract value from acquisitions through successful
integration |
|
|
|
Expand presence in emerging markets |
|
|
|
Cultivate leadership talent and recognize and reward
top talent |
|
|
|
Deliver on care cycle solutions from the hospital
to the home. |
Philips Annual Report 2007 69
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
Domestic Appliances
and Personal Care
Domestic Appliances and Personal Care
More than 15 million consumers around
the world already use a Philips
Sonicare toothbrush. With the launch
of the FlexCare model developed in
cooperation with a team of
periodontists and bioengineers
Philips Sonicare once again raises the
bar for premium power toothbrushes.
70 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
|
|
|
28%
comparable sales
growth in emerging
markets for DAP
|
|
The domestic appliances and personal care retail landscape continues to evolve, with major emerging
markets such as Brazil, Russia, China and India maintaining their strong growth. |
Philips Domestic Appliances and Personal Care (DAP) empowers consumers with a wide range of
technologically advanced yet easy-to-use products that enhance their sense of well-being and
appearance, as well as helping them to prepare food and beverages and take care of their homes and
garments.
We are engaged in the development, manufacturing and marketing of innovative propositions through
our three businesses:
|
|
Shaving & Beauty electric shavers, female depilation
appliances, haircare and male grooming products |
|
|
|
Domestic Appliances kitchen appliances, floor
care, garment care, water and air purifiers and
beverage appliances |
|
|
|
Health & Wellness oral health care and mother
and child care. |
We also partner with leading companies from other fields, like Sara Lee/Douwe Egberts and Nivea
Beiersdorf, in order to deliver exciting appliance/consumable combinations.
With our extensive product portfolio, we are able to service traditional and emerging distribution
channels, e.g. general retailers, electronic retailers, mass merchants, retailer specialists,
online retailers, distributors/wholesalers.
The domestic appliances and personal care retail landscape continues to evolve, with major emerging
markets such as Brazil, Russia, China and India maintaining their strong growth, and retailers
driving their expansion, both into new geographies, as well as into the online sector.
DAP has a host of top 3 positions across its portfolio and across key markets in Europe, North
America and Asia. For example, the global No. 1 position in male dry shaving, as well as top 3
positions for Garment Care in Europe, Female Depilation and Oral Healthcare in Asia Pacific, and
Kitchen Appliances and Floorcare in Europe.
We have a strong global presence with manufacturing sites in nine countries and sales organizations
in more than 60. Our Centers of Competence, located in four different countries, play an important
role in the development of our products. In total, DAP employs nearly 10,000 people.
DAP complies with all relevant regulatory requirements, most notably the ED WEEE (Waste from
Electrical and Electronic Equipment) Directive and the RoHS (Restriction of Hazardous Substances)
Directive.
With regard to sourcing, please refer to the business description of Philips Supply Management
that begins on page 96 of this Annual Report.
Progress against objectives
The Annual Report 2006 set out a number of key targets for DAP in 2007. The advances made in
addressing these are outlined below.
Increase customer focus: category management, international key account management and channel
strategy
While upgrading its key account management teams and implementing innovative customer intimacy
programs, DAP significantly intensified its focus on global customers. We deepened our strategic
alignment with international key accounts by holding strategy review meetings designed to involve
key retail partners in our product creation process with the aim of gaining direct feedback. This
new approach towards our retailers, based on trust and open communication, helped to accelerate
profitable growth while providing better value to both our retailers and consumers. We are now
executing common 3-year global business plans with our largest international key accounts across
all product categories and countries. In 2007, DAP accelerated growth with key accounts via the
successful introduction of ground-breaking products such as the Arcitec shaver.
Philips Annual Report 2007 71
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips
sectors |
Domestic Appliances
and Personal Care
With Philips Arcitec, men can be confident that theyll get a perfectly close shave, even on
their neck. Three independently flexing heads ensure optimum skin contact in curved areas.
Building on the successful healthy living positioning, the Domestic Appliances business completed
its juicer range in 2007, with the Alu model becoming a global image carrier for the appliances
business. Continuing the Senseo success story, Domestic Appliances also introduced a range of
Espresso makers in Europe, thereby entering the high-value coffee category with the highest growth
rate 13% within the small appliances segment. In the Home environment segment Domestic
Appliances extended its scope with its newly introduced water purification products, addressing the
global need for safe drinking water. These products are initially available in India and Brazil,
but are to be rolled out to other markets in 2008.
Growth of the Domestic Appliances business in 2007 was strongly supported by a dedicated program to
develop business jointly with the trade. Cooperation on marketing campaigns led to significant
category growth, e.g. through the healthy living positioning, especially in juicing and blending.
Good relationships have been developed with key international distribution chains. The dedicated
program resulted in three-quarters of market share growth in Western Europe being achieved with
DAPs top 10 international retailers.
DAP further expanded its global leading position in electric dry- and wet male shaving and grooming
products in 2007. The Shaving & Beauty business celebrated the milestone of producing its 500
millionth shaver and achieved record sales and earnings for the second consecutive year. 2007 also
saw the global introduction of two innovative shaver ranges, Arcitec and the Moisturizing Shaving
System, which offer a much improved shaving performance combined with an innovative design.
The Beauty business continued its rapid expansion by offering a range of female depilation,
haircare and male grooming products, among which the Bodygroom for males was particularly
successful. The Bodygroom was further rolled out in Eastern Europe, Middle East and Africa and
reached more than one million new consumers in Europe and North America.
In the Oral Healthcare category, the September 2007 launch of Flexcare firmly established Philips
Sonicare as the world leader in the sonic power toothbrush category, according to GfK,
72 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Focus resource allocation on mission-critical initiatives
The successful launches of Arcitec, the Moisturizing Shaving System and the FlexCare toothbrush
are proof-points of organizational emphasis on mission-critical initiatives.
The initiative to develop business jointly with the trade in the field of domestic appliances is
recognized by retail partners as a positive change agent. This program is gaining momentum and will
be rolled out beyond Domestic Appliances in 2008.
Ensure functional leadership to maximize cost efficiencies and speed
2007 saw the deployment of a sector-wide cost-reduction initiative Earn-to-lnvest, which is
designed to free up and redirect resources toward drivers of growth. In R&D, for example, this
resulted in over 100 local initiatives to reduce costs (e.g. by moving prototype testing to
lower-cost locations) and increase speed (e.g. by reducing rework required on models and moulds).
Further develop consumer-centric innovation competence
DAP enhanced its innovative capability by leveraging (online) external networks and knowledge
more intensely during the early phases of innovation (e.g. via the YourEncore online experts
network). Posting the right technology questions in expert communities outside Philips
increases the chances of getting better answers faster.
In June 2007, the Health & Wellness business organized the Avent Innovation Wave, at which all DAP
employees worldwide were triggered to think as consumers for Mother & Childcare products. The event
gathered over 1,200 validated consumer insights and over 500 product solutions, ensuring
distinctive new propositions for the Philips Avent portfolio as well as for expansion into new
value spaces.
Focus on talent by securing engagement and internationalizing the talent pipeline
An Engagement Master Class has been introduced for all senior managers, and employee engagement
data are used in leadership assessment/development and promotions.
The Senseo coffee system from Philips and Sara Lee/DE offers a winning combination of
sensational-tasting coffee, cool design and easy-to-use technology.
Philips Annual Report 2007 73
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
Domestic Appliances
and Personal Care
Diversity is vital. To reflect DAPs global business, our leaders need to have broad,
multifunctional and international experience. For teams with global/ regional reach, DAP
requires that a minimum of 50% of the employees on each team originate from the markets in
question.
Simplify the organization by creating a direct link between markets and the business
As of January 1, 2007, DAP removed the regional management layer between its global business units
and country sales organizations, simplifying its organization and processes to facilitate maximum
growth and realize untapped potential.
Redesign and simplify the innovation process towards Open Innovation
Building on the increasing application of the Value Proposition House methodology for arriving at a
unique and discriminating positioning for a product, the marketing and R&D communities simplified
the process to translate a Value Proposition House into a technical product specification. In
addition, dedicated research was done on returned products to better understand consumer
requirements, thereby augmenting the consumer insight knowledge base from which new products will
be developed.
2007 financial performance
2007 was a very successful year for DAP. Full-year sales increased by EUR 436 million, or 17% on a
nominal basis. Adjusted for the 5% positive effect from the integration of Avent (acquired in
September 2006) and adverse currency developments (3%), comparable sales grew by 15%, significantly
ahead of the 7% growth target set at the beginning of the year.
Double-digit comparable sales growth was achieved by all businesses and market clusters. From a
business perspective, growth was led by excellent performance at Domestic Appliances, mainly driven
by the Kitchen Appliances business, benefiting from our investments in innovation and the brand.
Shaving & Beauty benefited from the successful introduction of two new shavers (Arcitec and the
Moisturizing Shaving System) and the continued acceptance and further roll-out of Bodygroom
products. At Health & Wellness, sales increased largely as a result of the good market acceptance
of Oral Healthcare products, supported by the launch of the new FlexCare toothbrush and the
successful market introduction of the Wake-up Light.
From a geographical perspective, comparable sales growth was evident in all countries, with
double-digit increases in all market clusters. Emerging markets including China, India, Brazil and
Russia representing about one third of DAPs sales contributed 28% comparable sales growth in
2007.
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
2,194 |
|
|
|
2,532 |
|
|
|
2,968 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
7 |
|
|
|
15 |
|
|
|
17 |
|
% increase, comparable |
|
|
6 |
|
|
|
11 |
|
|
|
15 |
|
EBITA |
|
|
328 |
|
|
|
378 |
|
|
|
523 |
|
as a % of sales |
|
|
14.9 |
|
|
|
14.9 |
|
|
|
17.6 |
|
EBIT |
|
|
324 |
|
|
|
370 |
|
|
|
510 |
|
as a % of sales |
|
|
14.8 |
|
|
|
14.6 |
|
|
|
17.2 |
|
Net operating capital (NOC) |
|
|
370 |
|
|
|
1,138 |
|
|
|
1,136 |
|
Cash flows before financing activities |
|
|
384 |
|
|
|
(287 |
) |
|
|
415 |
|
Employees (FTEs) |
|
|
8,203 |
|
|
|
9,933 |
|
|
|
9,881 |
|
For a reconciliation to the most
directly comparable US GAAP measures,
see the chapter Reconciliation of
non-US GAAP information
74 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Compared to 2006, EBITA increased by EUR 145 million to EUR 523 million, corresponding to a
profitability improvement of 2.7% of sales, reaching 17.6% of sales in 2007, well above the
targeted 15%. The year-on-year earnings rise was largely driven by higher sales and tight cost
management. EBITA improvements were visible both in absolute amounts and relative to sales in
all businesses.
EBIT increased by EUR 140 million to EUR 510 million in 2007, compared to EUR 370 million in 2006.
DAP
generated EUR 415 million cash flows before financing activities, broadly in line with last
year, excluding the EUR 689 million net cash payment for the acquisition of Avent. Higher
earnings were largely offset by increased working capital needs.
Strategy and 2008 objectives
Following the announcement of Vision 2010 in September 2007, the former Consumer Electronics and
Domestic Appliances and Personal Care divisions have been integrated effective January 1, 2008, and
going forward will be reported as the Consumer Lifestyle sector.
Philips Consumer Lifestyle will play an important role in the realization of Philips Vision 2010
ambition.
For 2008 and beyond, Consumer Lifestyle has put in place a number of specific value-creating
initiatives which it will drive through a framework of Growth, Talent and Simplicity:
|
|
Leverage post-integration synergies, particularly
with regard to customers, markets and key account
management, as well as in supply chain optimization
and the sectors relationships with third-party suppliers
and partners; synergies will also be realized across
all operational processes, through the organizational blueprint and way-of-working design |
|
|
|
Open up new value spaces in the consumer lifestyle field to further strengthen our business
portfolio and to deliver upon our growth ambition |
|
|
|
Create a unified, engaged and high-performance organization in which growth and diversity
can be nurtured within our leadership community and talent pipeline |
|
|
|
Maximize our structure to be fully market-driven, in terms of our customer relationships
and our business portfolio. |
Philips Annual Report 2007 75
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
Consumer Electronics |
|
|
|
Consumer Electronics
|
|
18
|
|
|
CES Innovation Awards for
|
|
|
Consumer Electronics |
We have taken the notion of immersive technology a dramatic step further with our new Aurea FlatTV.
Aurea radiates light, color and sound from its unique active frame, creating a truly seductive
ambient viewing experience.
76 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
With value creation and margin management our main objective, our 2007 activities
centered on leveraging the strength of our asset-light operating model, as well as
driving differentiation in the marketplace.
Placing consumers needs at the very heart of its strategy and activities, Philips Consumer
Electronics (CE) is dedicated to providing consumers with great lifestyle entertainment experiences
and services whenever and wherever they want.
Applying relevant innovation powered by simplicity-led design to address the twin consumer desires
of wellness and pleasure, Philips has a distinctive position in the consumer electronics space
offering applications with ambient benefits that support both the individuals desire for
entertainment content as well as differentiated sensorial experiences.
Income is derived principally from two sources: products (including product/service
combinations) and licensing activities.
In 2007, CE consisted of the following areas of business:
|
|
Connected Displays including FlatTVs such as the new Aurea and the Ambilight range, the
Perfect Pixel HD Engine picture quality platform, LCD PC monitors, and professional and
business display solutions, such as Hotel TV and public signage displays |
|
|
|
Entertainment Solutions, consisting of Video & Multimedia Applications including the Cineos
SoundBar DVD Home Theater with Ambisound technology, Hard Disk/DVD Recorders and Blu-ray Disc
players and Audio & Multimedia Applications including GoGear portable audio and video
players, Streamium Wireless Music Systems, entertainment docks for portable audio/video
players such as Philips GoGear range and Apples iPod |
|
|
|
Peripherals & Accessories including Prestigo remote controls, Philips-Swarovski Active
Crystal fashion accessories, the PhotoFrame range, amBX PC gaming peripherals, DECT and VoIP
cordless phones, webcams and USB PC add-on drives |
|
|
|
Home Networks including a complete range of digital set-top boxes such as HDTV receivers,
along with Streamium wireless audio-video links. |
The license activities offer third parties access to new and inventive Philips technologies by
making licenses available under Philips intellectual property relevant to these technologies.
Licenses can be obtained for various products, like DVD/Blu-ray players, recorders and discs.
CE products are channeled towards the consumer primarily through national 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.
The consumer electronics retail landscape continues to evolve, with the major emerging markets like
Russia, China and India maintaining their strong growth, and retailers driving their expansion,
both into new geographies, as well as into the online sector. Price pressure remains a key
challenge for the industry.
The CE business experiences seasonality, with higher sales in the fourth quarter resulting from the
holiday sales.
CE employs approximately 14,000 people worldwide, with a global sales and service organization
embracing more than 50 mature and emerging markets in Europe, North America, Latin America, Asia
Pacific, the Middle East and Africa. In addition, we operate manufacturing and business creation
organizations in the Netherlands, France, Belgium, Hungary, Mexico, Argentina and Brazil, as well
as overseeing licensed manufacturing activities in China.
Philips Annual Report 2007 77
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
Consumer Electronics |
Having passed the milestone of selling its one millionth Digital PhotoFrame, Philips has
launched a new range of the stylish, high-resolution digital picture displays. The 2007 collection
includes 5.6-inch and 10-inch models capable of storing up to 1000 images.
CE complies with all relevant
regulatory requirements, most notably
the EU WEEE (Waste from Electrical
and Electronic Equipment) Directive
and the RoHS (Restriction of
Hazardous Substances) Directive.
With regard to sourcing, please
refer to the business description
of Philips Supply Management that
begins on page 96 of this Annual
Report.
Progress against targets
With value creation and margin
management our main objective, our
2007 activities centered on leveraging
the strength of our asset-light
operating model, as well as driving
differentiation in the marketplace.
Growth
We achieved 1% comparable sales growth, with 9% comparable growth in the second half of the year.
This overall growth was supported by double-digit growth with our top eight retail accounts. We
maintained our strong relationships with major retailers, driving greater customer intimacy and
dedication through a combination of more efficient distribution models, increased application of
category management, and closer co-operation on supply chain management.
Overall, the consistent delivery of solid financial results has supported the strategic ambitions
of sustainable performance through CEs asset-light operating model (including minimal to negative
net operating capital levels) and an EBITA of around 3%.
Our Peripherals & Accessories business grew further with the acquisition of the US-based Digital
Lifestyle Outfitters (DLO), a leading supplier of computer and digital music player accessories.
Over the past years the Peripherals & Accessories organization has established a successful track
record of integrating such acquisitions quickly and effectively. Along with its acquisition
program, Peripherals & Accessories organic growth has benefited from the application of innovative
brand alliances, such as the Philips-Swarovski Active Crystals range and the assortment of
accessories for Nokia mobile phones.
78 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Continuing our active portfolio management, in line with our growth strategy, we completed
the sale of our remaining Mobile Phone activities to China Electronics Corporation (CEC) in March
2007. This transaction included the transfer of the Xenium product brand and the granting of an
exclusive license to market and sell mobile phones under the Philips brand for the coming five
years. In December 2007, Philips announced that it has reached an agreement to sell its Set-Top
Boxes and Connectivity Solutions activities, part of the Home Networks business unit, to Pace Micro
Technology of the UK. Upon completion of the deal, Philips will become a shareholder of some 23% in
the combined business.
Relevant innovation continues to be a key driver of our business. Major 2007 product launches
included the Aurea FlatTV, which we unveiled at IFA 2007 in Berlin. Taking Ambilight a dramatic
step further, Aurea creates a halo of dynamic light within the frame and around the TV for an
immersive viewing experience. The Cineos SoundBar with Ambisound technology simplifies the home
entertainment experience, delivering real 5.1-channel surround sound from a single unit, reducing
the need for multiple speakers and cabling. In PC gaming, we introduced a range of accessories
applying Philips amBX technology for even more immersive gaming.
Simplicity-led design is a key differentiator in the consumer electronics marketplace. Its
application together with relevant innovation and deep consumer insight has enabled CE to
create unique and compelling lifestyle propositions. Early in 2007, CE appointed a dedicated Chief
Design Officer to ensure a more structural and consistent implementation of a differentiating
design strategy throughout the business creation process.
CE also continues to harness Philips recommended brand status, driving Net Promoter Scores
across all key categories, processes, functions and consumer touch-points, in particular delivering
consistent top-tier results above 60% levels for the Ambilight Flat TV category.
In 2007, Philips added mobile phone company Nokia to its partnerships in consumer electronics
accessories. The Made for Nokia XpressMusic range of audio headphones is designed to deliver
highest-quality multimedia entertainment for Nokias growing portfolio of music-optimized devices
and smartphones.
Philips Annual Report 2007 79
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
Consumer Electronics |
Talent
Transformational leadership was reinforced by the launch, in April, of a strategic initiative to
apply consumer and customer-centric behavior throughout the organization. This initiative was
underpinned by a new structural framework entailing key changes simplifying the way CE operates
designed to engender greater outside-in thinking.
This initiative was carried further into the project to integrate CE and DAP in the Consumer
Lifestyle sector, which commenced in September following the Philips Vision 2010 announcement.
CEs People Leadership ranking showed a score of 76% in 2007, clearly above the high-performance
benchmark.
Simplicity
CE has contributed significantly to the increase in Philips brand value by applying simplicity to
products, services and the way we interact and communicate with our customer base.
CE has also worked directly with retailers in addressing the environmental impact of electrical
consumer appliances. Major retail partners have sought Philips expertise in this area, leveraging
the companys EcoVision product creation strategy. Furthermore, the launch, in 2007, of a green
logo on CEs most environmentally-friendly products provided clear and easy in-store
guidance to consumers about the environmental impact of Philips products they wish to purchase.
2007 financial performance
Sales totaled EUR 10,362 million in 2007, reflecting a nominal decline of 2% compared to 2006.
Adjusted for 1% portfolio changes (mainly the sale of Mobile Phones in March 2007 and the
acquisition of DLO in May 2007) and 2% negative currency effects, comparable sales increased by 1%.
Year-on-year sales growth was delivered by all businesses except Connected Displays, which suffered
from challenging market conditions and a loss of market share in the first half of the year. The
sales decline at Connected Displays was due to the positive effect, in 2006, of soccers World Cup,
as well as increased competition and price pressure in Flat TV, the latter particularly in the US.
However, in the second half of the year Connected Displays showed 10% comparable growth.
From a geographical perspective, sales growth was strong in Europe and the emerging markets in Asia
Pacific, driven by increases in all businesses. Sales declined in North America and Latin America,
primarily due to Connected Displays.
CEs focus on margin management resulted in an EBITA of EUR 325 million, or 3.1% of sales, compared
to 3.0% in 2006, in line with the target set for the division. Significant margin pressure at
Connected Displays,
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
10,422 |
|
|
|
10,576 |
|
|
|
10,362 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
5 |
|
|
|
1 |
|
|
|
(2 |
) |
% increase, comparable |
|
|
5 |
|
|
|
5 |
|
|
|
1 |
|
EBITA |
|
|
405 |
|
|
|
314 |
|
|
|
325 |
|
as a % of sales |
|
|
3.9 |
|
|
|
3.0 |
|
|
|
3.1 |
|
EBIT |
|
|
404 |
|
|
|
313 |
|
|
|
322 |
|
as a % of sales |
|
|
3.9 |
|
|
|
3.0 |
|
|
|
3.1 |
|
Net operating capital (NOC) |
|
|
(296 |
) |
|
|
(228 |
) |
|
|
(246 |
) |
Cash flows before financing activities |
|
|
548 |
|
|
|
248 |
|
|
|
357 |
|
Employees (FTEs) |
|
|
15,537 |
|
|
|
14,486 |
|
|
|
13,516 |
|
For a reconciliation to the
most directly comparable US GAAP
measures, see the chapter
Reconciliation of non-US GAAP
information
80 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
particularly in the US, was more than offset by higher EBITA in the other businesses.
EBIT reached EUR 322 million (3.1% of sales), compared to EUR 313 million (3.0% of sales) in 2006.
Net operating capital at the end of 2007 amounted to negative EUR 246 million (2006: negative EUR
228 million), reflecting the continued success of the divisions asset-light strategy.
Cash flows before financing activities improved from EUR 248 million in 2006 to EUR 357 million
in 2007, primarily driven by tight working capital management at Connected Displays.
In December 2007, Philips agreed to sell its Set-Top Boxes and Connectivity Solutions activities to
UK-based technology provider Pace Micro Technology. Closure of the deal is expected in Q1 2008.
Strategy and 2008 objectives
Following the announcement of Vision 2010 in September 2007, the former Consumer Electronics and
Domestic Appliances and Personal Care divisions have been integrated effective January 1, 2008, and
going forward will be reported as the Consumer Lifestyle sector.
Philips Consumer Lifestyle will play an important role in the realization of Philips Vision 2010
ambition. For 2008 and beyond, Consumer Lifestyle has put in place a number of specific
value-creating initiatives which it will drive through a framework of Growth, Talent and
Simplicity:
|
|
Leverage post-integration synergies, particularly with regard to customers, markets and key
account management, as well as in supply chain optimization and the sectors relationships
with third-party suppliers and partners; synergies will also be realized across all
operational processes, through the organizational blueprint and way-of-working design |
|
|
|
Open up new value spaces in the consumer lifestyle field to further strengthen our business
portfolio and to deliver upon our growth ambition |
|
|
|
Create a unified, engaged and high-performance organization in which growth and diversity can
be nurtured within our leadership community and talent pipeline |
|
|
|
Maximize our structure to be fully market-driven, in terms of our customer relationships and
our business portfolio. |
Philips Annual Report 2007 81
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
Lighting |
|
|
|
Lighting
|
|
48%
|
|
|
of Lighting sales attributable |
|
|
to Green Products |
The LED-based Living Colors lets people create whatever atmosphere they like in their room by
choosing from 16 million LED colors with a simple remote control.
82 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
We are building a strong position through the complete solid-state lighting
value chain for future growth in energy-efficient lighting solutions using LED
sources.
Philips Lighting is the global market leader, with recognized expertise in the development,
manufacturing and application of innovative lighting solutions. Philips 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 a market-driven 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.
Lightings products are found throughout the home and in professional applications at work, on
the move, in shops, in the city, hospitals, sports stadiums, etc. The division consists of the
following businesses:
|
|
Lamps incandescent; halogen; (compact) fluorescent; high-intensity discharge |
|
|
|
Consumer Luminaires functional; decorative; lifestyle |
|
|
|
Professional Luminaires city beautification; road lighting; sports lighting; office
lighting; shop/hospitality lighting; industry lighting |
|
|
|
Lighting Electronics electronic gear; electromagnetic gear; controls |
|
|
|
Automotive and Special Lighting Applications
car headlights; car signaling; other transport vehicles; optical lighting; infrared; ultraviolet;
projection |
|
|
|
Solid-State Lighting Components and Modules
retrofits; modules; flashlight; display; LUXEON. |
Two key trends are shaping the global lighting market: the need for energy efficiency and the
emergence of solid-state lighting.
Lighting presents a clear opportunity to save energy and slow climate change. It accounts for some
19% of global electricity consumption. Innovative lighting solutions can realistically save up to
40% energy on todays installed base, while also improving the quality of the light.
Solid-state or LED lighting represents the most significant development in lighting since the
discovery of electric light well over a century ago. Offering unprecedented design freedom in terms
of color, dynamics, miniaturization, architectural integration and energy effciency, it is opening
up exciting new possibilities, e.g. for ambience creation.
Our customers are mainly in the professional market. The Lamps business operates its sales and
marketing activities through the professional, OEM and consumer channels, the latter also being
used by our consumer luminaires business. Professional Luminaires is organized in a Trade business
(commodity products) and a Projects business (project luminaires); for the latter, the main focus
is on lighting designers, architects and urban planners. Automotive Lighting is organized in two
businesses: OEM and After-market. Special Lighting and solid-state lighting components and modules
are OEM businesses, while Lighting Electronics sales and marketing are conducted through both the
OEM and wholesale channels.
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 International
Sales organization. Lighting has some 54,000 employees worldwide.
Lighting complies with all relevant regulatory requirements, most notably the EU WEEE (Waste from
Electrical and Electronic Equipment) Directive and the RoHS (Restriction of Hazardous Substances)
Directive.
With regard to sourcing, please refer also to the business description of Philips Supply Management
that begins on page 96 of this Annual Report.
Philips Annual Report 2007 83
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
Lighting |
At the Dutch coastal town of Breskens, the promenade is now lit by a combination of Philips
CitySoul luminaires and CosmoPolis light sources. Road safety, energy effciency, respect for the
environment and aesthetics were key considerations for the new lighting scheme.
Progress against targets
In the Annual Report 2006, Lighting identifed a number of key objectives for 2007. The progress
made in addressing these is discussed below.
Emerging markets
We continue to build on our strong position in key emerging, fast-growth markets, such as Latin
America, China, the Indian subcontinent, Central and Eastern Europe and the ASEAN zone, which
together now account for 37% of Lighting sales. In these markets, our comparable growth in 2007 was
16%.
Developing our distribution networks in these countries continues to receive our full attention. In
China, for example, we are expanding our distribution network to second and third-tier cities, of
which there are some 660 with populations of between half a million and two million. In 2007, we
added 8,000 outlets (or 30 per day), giving a total of 11,600. We expect this figure to rise to
18,700 by the end of 2008. Our China Sourcing Group, formed in 2004 as a Lighting entity to
facilitate our businesses sourcing from China through one window, is on course to deliver USD 1
billion supply value by 2010.
Energy-efficient lighting solutions
In 2007, Lighting built on its strong position in the value chain towards professional end-users
and consumers, especially by drawing attention to the worldwide energy and climate-saving
opportunity offered by our energy-efficient lighting. Our new innovative lighting solutions can
realistically save up to 40% energy on all todays installed lighting, whether outdoors, in offices
or shops, or in the home. At the same time they offer a clear improvement in the quality of the
light.
Saving 50% on energy costs and creating a safer environment, over 50,000 Philips CosmoPolis street
lighting systems have already been installed in 50 cities in Europe, and interest is increasing in
Asia, and particularly China, where energy-efficient products already represent 44% of our total
Lighting sales.
The switch-over rate to energy-efficient lighting, however, is still too low given the
energy-saving opportunity. We are working hard to remove the obstacles to accelerating this
switch-over via awareness campaigns (public and private), supporting new legislation (e.g. energy
certification for buildings) and partnerships (public, private, non-government
84 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
organizations and utilities). In 2007, sales of our Green products rose further and now account for
48% of Lighting sales.
Solid-state lighting
In 2007 we strengthened our position as the leader in solid-state lighting and are the only company
covering the whole value chain from LED components via modules to luminaires and systems. Over the
past few years we have invested nearly EUR 4 billion in acquiring high-growth businesses in the
areas of solid-state lighting and luminaires. This figure includes the sum of EUR 1.8 billion
agreed in November 2007 for the acquisition of Genlyte Group Incorporated, a leading North American
luminaire manufacturer, which we completed on January 22, 2008.
Besides growing our presence in North America, this transaction deepens our contacts to end-users,
such as wholesalers, contractors, architects and lighting designers, helping us speed up the market
roll-out of more energy-efficient lighting and the introduction of new lighting technologies, like
solid-state lighting.
Early in 2007 we closed the acquisition of Partners in Lighting International (PLI), the leading
European manufacturer of home luminaires. This acquisition strengthens our presence in the home
lighting market, where solid-state lighting will bring major benefits in terms of creating
atmospheres and reducing energy consumption. Successfully integrated, PLI is now organized as a
global business in its own right and is running well ahead of its business plan.
Next came our acquisition of TIR Systems, based in Vancouver, Canada, a leading company in
solid-state lighting technology for products that generate high-quality white light and a leader in
SSL modules. TIR has a sizeable intellectual property portfolio.
In September we completed the acquisition of Color Kinetics, a recognized innovator and leading
player in the SSL luminaire business with a strong presence in the USA and a broad technology and
intellectual property portfolio (controls and intelligent technology).
In this way we are building a strong position through the complete SSL value chain for future
growth in energy-efficient lighting solutions using LED sources. These acquisitions strengthen our
technology base and intellectual property position, and provide us with a strong presence in all
continents. At the same time
In the frozen food department of supermarkets, the performance of LEDs in freezers is far superior
to that of the customary fluorescent lamps in terms of light output, energy efficiency and
lifetime.
Philips Annual Report 2007 85
|
|
|
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
|
|
|
|
62 The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Lighting |
we continue to develop and invest in new OLED (Organic LED) and solid-state laser activities.
Talent
Under the heading Building competence, we have been driving the quality of our leadership, training
more than half our marketing people in the past two years on using end-user insights to drive
innovation, the Value Proposition House methodology and marketing planning and execution. We have
hired around 20 executive potentials per year over the past four years.
Under the heading Building a strong culture of excellence, we have been establishing a growth
culture and have seen our progress reflected in, for example, a considerable advance in our
Employee Engagement Survey score towards the high-performance benchmark and over 40% employee
participation in our annual Quality Improvement Competition.
Simplicity
To bring ourselves closer to our customers, we have shifted our focus from product management to
market segments. This move toward added value is reflected in the lighting solutions we offer in
the various segments.
For example, in the home environment, we let people create the atmosphere to suit their mood by
choosing the color of their light with LivingColors. And our flexible AmbiScene lighting concept
lets retailers tailor the in-store ambience at the touch of a button, to offer consumers an
inspiring shopping experience.
In line with this, we have organized our country sales groups around the customer channels
wholesale, projects, OEM and mass retail and leveraged our back-office activities across our
businesses as shared service departments.
We made significant progress in 2007 in our drive for supply chain excellence specifically in the
area of organizing the China supply chain, where volume doubled in the last year thanks to
several initiatives to improve processes and ways of working (e.g. direct shipments and planning).
2007 financial performance
Lighting sales in 2007 grew 11% in nominal terms, supported by the contribution of the acquired
companies PLI and Color Kinetics. Excluding these acquisitions and the negative currency impact of
3%, comparable growth reached 6%, led by robust growth of energy-efficient lighting, primarily
within Lamps and Luminaires. Sales of Solid-State Lighting applications grew 281% year-on-year,
reaching EUR 160 million, helped by the acquisition of Color Kinetics. Automotive Lighting and
Lighting Electronics also achieved further comparable growth. However, the remaining businesses
showed comparable declines, mainly due to the contracting rear-projection TV market (Special
Lighting Applications).
Geographically, the division showed strong growth in all markets clusters except North America.
Emerging markets delivered particularly strong growth of 17% in currency-comparable terms,
attributable to solid
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
4,775 |
|
|
|
5,466 |
|
|
|
6,093 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
6 |
|
|
|
14 |
|
|
|
11 |
|
% increase, comparable |
|
|
4 |
|
|
|
8 |
|
|
|
6 |
|
EBITA |
|
|
508 |
|
|
|
608 |
|
|
|
722 |
|
as a % of sales |
|
|
10.6 |
|
|
|
11.1 |
|
|
|
11.9 |
|
EBIT |
|
|
499 |
|
|
|
577 |
|
|
|
675 |
|
as a % of sales |
|
|
10.5 |
|
|
|
10.6 |
|
|
|
11.1 |
|
Net operating capital (NOC) |
|
|
2,491 |
|
|
|
2,527 |
|
|
|
3,886 |
|
Cash flows before financing activities |
|
|
(236 |
) |
|
|
451 |
|
|
|
(648 |
) |
Employees (FTEs) |
|
|
45,649 |
|
|
|
47,739 |
|
|
|
54,323 |
|
For a reconciliation to the most directly comparable US GAAP measures, seethe chapter
Reconciliation of non-US GAAP information
86 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
growth across all businesses except for Special Lighting Applications in Asia, related to the rapid
contraction of the rear-projection TV market. Sales growth was notably strong in China (18%) and
India (16%).
EBITA in 2007 amounted to EUR 722 million, growing by EUR 114 million year-on-year to reach 11.9%
of sales, compared to EUR 608 million or 11.1% in 2006. This improvement was driven by solid
earnings growth at Lamps and Luminaires, additional EBITA following the successful integration of
PLI, and lower losses related to the fluorescent-based backlighting solutions business which we
exited in Q1 2007.
EBIT improved by EUR 98 million to reach EUR 675 million, or 11.1% of sales. Restructuring charges,
purchase-accounting-related charges and other net incidental items totaled EUR 55 million, compared
to EUR 48 million in 2006.
Cash flows before financing included acquisition-related investments totaling EUR 1,162 million in
2007, most notably the net payments of EUR 561 million for Partners in Lighting International and
of EUR 515 million for Color Kinetics. Net capital expenditures declined by EUR 88 million compared
to 2006, mainly due to higher investments in Lumileds in 2006.
Net inventories increased to 15.4% of sales, compared to 13.5% in 2006, primarily due to higher
inventory levels within PLI (due to rapid order fulfillment requirements and above-average lead
times from PLI-owned factories in China) and at Lamps (due to increased lead times resulting from
the transfer of the production of energy-efficient lamps to Asia).
Strategy and 2008 objectives
Philips Lighting will play an important role in the realization of Philips Vision 2010 ambition.
For 2008 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:
|
|
Accelerate growth, both organically and through
the successful integration of acquisitions, on the basis of strength in emerging markets and in
energy-efficient lighting solutions |
|
|
|
Expand in the direction of system solutions, closely connected to the applications in the market,
in the areas of professional luminaires and consumer luminaires |
|
|
|
Continue to build on the leading position in solid-state lighting |
|
|
|
Strengthen the leadership bench via proactive talent recruitment |
|
|
|
Continue to build on the strong culture of excellence, while creating a learning organization
focused on continuous improvement |
|
|
|
Streamline ways of working by implementing segment marketing, strengthening customer focus and
driving for supply excellence. |
Philips Annual Report 2007 87
|
|
|
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
|
62 |
|
|
The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Innovation & |
|
|
|
|
|
|
|
|
|
|
Emerging Businesses |
Innovation & Emerging Businesses
|
|
|
|
|
|
Philips Designs Skin Probes, winner of the Red Dot
best of the best 2007.
|
|
|
|
|
|
|
|
|
|
|
|
88 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Introduction
In 2007 this sector comprised Corporate Technologies, Corporate Investments, Design and Consumer
Healthcare Solutions. The latter renamed Home Healthcare Solutions became part of the
Healthcare sector as of January 1, 2008.
Key data
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
1,905 |
|
|
|
1,493 |
|
|
|
703 |
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% decrease, nominal |
|
|
(18 |
) |
|
|
(22 |
) |
|
|
(53 |
) |
% increase (decrease), comparable |
|
|
(5 |
) |
|
|
(9 |
) |
|
|
32 |
|
EBIT |
|
|
(165 |
) |
|
|
(94 |
) |
|
|
(101 |
) |
as a % of sales |
|
|
(8.7 |
) |
|
|
(9 |
) |
|
|
(14.4 |
) |
EBITA Corporate Technologies |
|
|
(108 |
) |
|
|
(91 |
) |
|
|
(76 |
) |
EBITA Corporate Investments/ Other |
|
|
(57 |
) |
|
|
17 |
|
|
|
(5 |
) |
EBITA CHS |
|
|
|
|
|
|
(2 |
) |
|
|
(2 |
) |
EBITA |
|
|
(165 |
) |
|
|
(76 |
) |
|
|
(83 |
) |
as a % of sales |
|
|
(8.7 |
) |
|
|
(5.1 |
) |
|
|
(11.8 |
) |
Net operating capital (NOC) |
|
|
226 |
|
|
|
748 |
|
|
|
1,001 |
|
Cash flows before financing activities |
|
|
(96 |
) |
|
|
(625 |
) |
|
|
(348 |
) |
Employees (FTEs) |
|
|
15,130 |
|
|
|
9,852 |
|
|
|
7,638 |
|
For a reconciliation to the most directly comparable US GAAP measures, see the chapter
Reconciliation of non-US GAAP information.
In 2007 this sector previously reported under the heading Other Activities was positioned as
Innovation & Emerging Businesses, reflecting Philips ambition for future growth. By leveraging its
brand, technology, IP base and distribution network, Philips invests, through this sector, in
projects that are not currently part of the operating divisions, but which will Philips believes
lead to additional organic growth or value creation through future spin-offs.
Corporate Technologies
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.
It includes Corporate Research, Philips Incubators, Intellectual Property & Standards, campuses in
India and China, as well as Applied Technologies.
Corporate Technologies supports Philips operating divisions in turning innovations into advanced
products, creating company-wide technology synergies 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.
Innovations are developed in close interaction with end-users and partners, in order to ensure that
as well as being advanced, they are designed around users needs and are easy to experience.
Corporate Technologies reaches out to others in the innovation eco-system through relationships
with institutes, academia and industrial partners, as well as via European and regional projects
and presence at clinical sites. By adopting an Open Innovation strategy, Corporate Technologies
also leverages the joint innovative power of its partners to bring more innovations to market
faster and more effectively.
Corporate Technologies invests in new business opportunities as well as in building world-class
competencies and technologies that are essential for the Philips businesses, but also provides
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,
Philips Annual Report 2007 89
|
|
|
|
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
|
62 |
|
|
The Philips sectors |
|
|
|
|
|
|
|
|
|
|
|
Innovation & |
|
|
|
|
|
|
|
|
|
|
Emerging Businesses |
Philips Research has developed the SmartExam system dedicated scan-planning software that makes
MRI scanners easy to operate, while also shortening scanning time and increasing the
reproducibilrty of the images obtained.
product introduction services and testing). Where appropriate, emerging businesses are incubated
until they are ready for transfer to a sector or spin-out, in part or in whole, to a third-party
investor.
In total, Corporate Technologies employs around 4,200 professionals at some 20 locations worldwide.
Research
Philips Research supports Philips operating divisions with innovations, inventions and long-range
vision. It employs approximately 1,800 professionals around the globe. Founded in 1914, Philips
Research is one of the worlds major private research organizations, with main laboratories in the
Netherlands, Germany, the United Kingdom, the United States, China and India. The activities are
driven by user insights, and Philips Research runs an ExperienceLab, consisting of HomeLab, ShopLab
and CareLab, in order to obtain continuous feedback on how well its concepts meet end-user
expectations.
Incubation and emerging businesses
In line with its strategy, Philips has established three corporate venturing organizations: the
Healthcare, Lifestyle and Technology Incubators, employing close to 200 professionals. Their
charter is to identify new growth opportunities for Philips and to help business teams transform
ideas into new business, by matching unmet market needs with a unique value proposition. The
necessary capabilities can be sourced internally, or acquired externally, e.g. in the start-up
community. These initiatives are governed by boards which are chaired by a member of the Board of
Management. In 2007 an external financing round was successfully structured for Silicon Hive,
diluting Philips stake in this venture into that of the largest minority shareholding. In addition
to the Incubator activities, a Molecular Healthcare business initiative has been created.
Philips Intellectual Property & Standards (IP&S)
Philips IP&S proactively pursues the creation of new Intellectual Property (IP) in strategic areas
and uses this IP to support the growth and competitiveness of Philips businesses. IP&S manages the
Philips IP portfolio, which currently consists of about 60,000 patent rights, 29,000 trademarks,
43,000 design rights and 2,000 domain name registrations. By participating in the creation of new
standards, IP&S also facilitates market adoption of new innovations. Employing close to 450 people,
IP&S has a strong global presence with offices in the major countries, which allows it to create
and exploit the Philips IP portfolio close to its internal and external customers.
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.
Applied Technologies
Philips Applied Technologies supports its customers by providing technology and developing
first-of-a-kind products and applications. Approximately 850 professionals working at six
locations across Europe, Asia and the US create new technologies and transform ideas into
competitive products. In addition, customers are served through New Product Introduction Services.
Progress against targets
In the Annual Report 2006, Corporate Technologies defined a number of key focal areas for 2007 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 2007. In healthcare, for
example, the concept of SmartExam was introduced to MRI, leading to simpler procedures and an
improved
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
workflow for high-quality scans. For CT, a totally new hardware architecture has been developed,
including an air-bearing gantry and new x-ray optics, allowing extremely high-speed multiple-slice
scanning, which yields much sharper heart images. In solid-state lighting, Lumiramics technology
has been transferred to Philips Lighting, providing the business with a breakthrough in color
consistency for white LED products, a key component in the solid-state lighting revolution.
Generating patents
Philips filed approximately 1,625 patents in 2007. Currently, Philips is in the process of
reshaping its intellectual property portfolio in line with its new strategic focus on Healthcare,
Lighting and Consumer Lifestyle.
Incubating new businesses
The Philips Incubators are separate business units within Corporate Technologies. In 2007 there was
public presence for 3D Solutions, amBX, Handshake Solutions, Lumalive, Content Identification,
Beatbrew, Care Servant and Handheld Diagnostics, including a commercialization agreement with
Cozart on drugs-of-abuse testing. The combined incubator pipelines contain more than 25 ventures.
To ensure more effective management of the ventures in the pipeline, Bell-Mason stage gating was
introduced in 2006, with preceding phases added in Philips Research. In 2007, more than 500 people
across Philips were trained in this methodology.
Stimulating end-user focus
Philips has introduced the Value Proposition House methodology 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 how to translate them into successful innovations.
2007 financial performance
Corporate Technologies EBITA improved to a loss of EUR 76 million, compared to a loss of EUR 91
million in 2006, which included a EUR 31 million gain on the sale of CryptoTec. The improvement in
EBITA was largely attributable to an increase in income from intellectual property and cost
efficiencies at Research, partly offset by increased investment in the Healthcare and Lifestyle
Incubators and in research activities in emerging markets. In 2007, Corporate Technologies
recognized a gain on the sale of TASS (EUR 6 million), which was divested in the first quarter.
The generation of (white) light with highly controlled color characteristics is a key enabling
factor for solid-state lighting to enter the general lighting market. Lumiramic technology enables
high-volume production of white LEDs with a very specific correlated color temperature, ensuring
luminaire-to-luminaire consistency.
Strategy and 2008 objectives
Corporate Technologies strategy for 2008 and beyond will focus on:
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Developing advanced technologies and applications to create meaningful innovations |
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Generating patents to protect these innovations, particularly in key areas of growth |
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Incubating new businesses as a driver of sustainable growth |
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Improving innovation effectiveness by stimulating end-user focus and cross-functional
collaboration with marketing and supply management |
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Establishing closer links to the business sectors by reinforcing the account management function.
This will ensure sharing of user insights, roadmap continuity and awareness of business options. |
Philips Annual Report 2007 91
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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The Philips sectors |
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Innovation & |
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Emerging Businesses |
Corporate Investments
Divested activities
In line with Philips strategy to reduce its portfolio of non-core, strategically unaligned
activities, most of the remaining activities within Corporate Investments were divested in the
course of 2007.
Philips Power Solutions Supplies
Philips Power Solutions Supplies develops and markets
integrated modules for electronic power conversion and has some 85 employees; sold to Bobinados de
Transformadores S.L.
Ommic
Ommic develops, produces and markets Low Noise Amplifiers, smart antenna core chips and epitaxy/foundry services and has some 70 employees; sold to Financiére Victoire SAS of France.
Philips Optical Storage Optical Media & Technology
Optical Media & Technology, part of Optical
Storage, is engaged in the development and verification/certification of formats/standards in
optical media and the development and marketing of test disks and has some 55 employees; sold to
MoserBaer.
Philips Optical Storage Automotive Playback Modules
Automotive Playback Modules develops and
markets playback modules for the automotive industry and has some 1,600 employees; sold to LiteOn
IT Corporation.
Remaining activities
As of the end of 2007, Corporate Investments consists of Assembléon and High-tech Plastics
Optics.
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 some 750 people, mainly in the Netherlands.
High-tech Plastics Optics
High-tech Plastics Optics develops, manufactures and markets high-end plastics, opto- and
opto-mechanical products. It employs some 360 people, almost all in China.
In 2008, Corporate Investments will be repositioned as the New Venture Integration Group, which
will focus on the integration of newly acquired companies across all sectors.
2007 financial performance
As a result of the portfolio clean-up within Corporate Investments, sales declined by EUR 930
million, or 78%, in 2007. Adjusted for portfolio changes (81%) and unfavorable currency movements
(4%), comparable sales increased by 21%, which was almost entirely attributable to Assembléon.
EBITA in 2007 amounted to a loss of EUR 4 million. This included a total loss of EUR 4 million on
the divestment of the remaining activities within Philips Optical Storage (Automotive Playback
Module), Philips Business Communication in China and Ommic, whereas 2006 included gains on
divestments totaling EUR 44 million.
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, the Netherlands, with branch studios in Europe, the
USA and Asia Pacific.
Its creative force of some 550 professionals contains more than 30 different nationalities,
embracing disciplines as diverse as psychology, cultural sociology, anthropology and trend research
in addition to conventional design-related skills.
Philips Design works according to a proprietary methodology known as High Design. High Design is
completely human-focused and research-based, and always uses 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 Philips 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 are simple to experience and enrich the
quality of peoples lives.
92 Philips Annual Report 2007
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116 Report of the Supervisory Board
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Philips Design offers a full range of design services to many different types of clients both
within and outside the Philips organization.These include design management, corporate identity
creation and innovation design, as well as design of products, communication materials, interfaces
and solutions for internet and new media.
In 2007, Philips received an outstanding total of over 35 design awards. The Red Dotbest of the
best for designs considered pioneering in their field was awarded to the Philips Design Skin
Probes, which also featured in TIME Magazines list of best inventions 2007. These far-future
research initiatives track trends and developments that may ultimately evolve into mainstream
issues with a significant impact on Philips business.
In 2007, Philips Design also received the first ever Design Management Europe award for its
successful integration of design into business.
Consumer Healthcare Solutions
Philips Consumer Healthcare Solutions* provides products and services that improve the quality of
life for at-risk seniors, people with chronic illnesses and their caregivers, by enabling
independent living at home.
Given the unsustainable level of healthcare costs in many markets and the growing emphasis on both
efficiency and patient comfort, we are witnessing a gradual shift towards diagnosing, treating and
monitoring patients in their homes rather than in hospitals. Demand for home healthcare is also
growing due to the increasing number of elderly people and the rising incidence of chronic
diseases.
The business consists of Lifeline and Philips Remote Patient Management.
Lifeline is the North American market leader for medical alert services. Its 1,100 employees work
closely with community hospitals, homecare agencies and referral networks to provide emergency
medical alert services and social support to the at-risk elderly to enhance their independence and
quality of life.
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In 2007, Consumer Healthcare Solutions was reported in the sector Innovation & Emerging
Businesses. As of January 1, 2008, Consumer Healthcare Solutions renamed Home Healthcare
Solutions has been incorporated in the new Philips Healthcare
sector. |
In February 2007, Philips again headed the ranking of the World Intellectual Property Organization
with 2,495 patent applications published in 2006.
Philips Annual Report 2007 93
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In 2007, Lifeline continued to realize double-digit organic growth of its subscriber base. With the
purchase of Health Watch, Lifeline now monitors over 700,000 subscribers. The Senior Living
division, which serves the independent and assisted living market, now services nearly 150,000
residents in senior living facilities.
In 2008, Lifeline will continue to develop its core business by leveraging healthcare channels in
local communities, as well as investing in innovation to stimulate further market development and
deploying new marketing tools, such as customer relationship management software for more touch
points with potential subscribers. The consolidation of the Health Watch platform into Lifeline is
well under way and will be completed in 2008.
In 2007, Philips Remote Patient Management with some 400 employees focused on building
awareness within the home health industry of its comprehensive offering of telehealth products and
services for post-hospital discharge monitoring of chronically ill patients.
This offering includes wireless home telemonitoring devices and web-based clinical review software,
as well as a suite of services such as data review, program development and deployment support
designed to help customers build or improve their telehealth programs.
In 2008, Philips Remote Patient Management will continue to focus on the home care market. By
implementing initiatives designed to leverage Lifelines relationships with home health agencies,
and by developing strategic relationships with home care associations and technology partners,
Philips expects patient enrollment to increase gradually and consistently throughout the year.
The recent acquisition of Raytel Cardiac Services, a provider of solutions for pacemaker, implanted
defibrillator, holter, event and anticoagulation monitoring, complements Philips portfolio of home
healthcare solutions. By adding home cardiac monitoring services and clinical call center
competencies, the acquisition allows Philips to better serve the home healthcare market and exploit
potential synergies with its cardiology competency. Over the next several years, Philips will
leverage Raytels clinical call center infrastructure, referral base and experience in
out-of-hospital services to enhance its home healthcare business.
Our proposed acquisition of Respironics a leading US-based global provider of innovative
respiratory and sleep therapy solutions for hospital and home use is part of Philips strategy to
create a global leadership position in the fast-growing home healthcare market, where we can
leverage our Philips brand and our understanding of peoples needs. Building upon the prior 2007
acquisitions of Health Watch and Raytel Cardiac Services, the acquisition of Respironics will
establish us as the market leader in home healthcare solutions.
2007 financial performance
Consumer Healthcare Solutions sales grew by 47% on a nominal basis, reaching EUR 168 million in
2007, partly due to the acquisition of Health Watch in the second quarter and Raytel Cardiac in the
fourth. On a comparable basis, sales growth of 10% was largely driven by Lifeline.
EBITA was in line with 2006, at a loss of EUR 2 million. The improved performance at Lifeline was
offset by post-merger integration costs of EUR 6 million, mainly related to Health Watch.
EBIT showed a loss of EUR 19 million, in line with the 2006 loss of EUR 18 million.
The positive cash flow generated by operating activities was more than offset by cash outflows for
the acquisitions of Health Watch and Raytel Cardiac. In 2006, the acquisition of Lifeline Systems
resulted in a cash outflow of EUR 583 million.
With regard to sourcing, please refer to the business description of Philips Supply Management that
begins on page 96 of this Annual Report.
With regard to regulatory requirements, please refer to regulatory requirements in the business
description of Medical Systems that begins on page 69 of this Annual Report.
With regard to strategy and 2008 objectives, please refer to the Philips Healthcare strategy and
2008 objectives that begins on page 69 of this Annual Report.
94 Philips Annual Report 2007
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116 Report of the Supervisory Board
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126 Financial Statements |
Group Management & Services
The sector Group Management & Services 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. Additionally, the
Global Service Units such as Philips General Purchasing and Real Estate are reported in this
sector.
Key data
in millions of euros
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20051) |
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20061) |
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2007 |
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Sales |
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136 |
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167 |
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197 |
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Sales growth |
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% increase (decrease), nominal |
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(60 |
) |
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23 |
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18 |
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% increase (decrease), comparable |
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(20 |
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14 |
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31 |
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EBIT |
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(192 |
) |
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(699 |
) |
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(297 |
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EBITA Corporate & regional costs |
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(171 |
) |
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(226 |
) |
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(156 |
) |
EBITA Brand campaign |
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(138 |
) |
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(126 |
) |
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(111 |
) |
EBITA Service Units, Pensions, Other |
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117 |
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(347 |
) |
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(30 |
) |
EBITA |
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(192 |
) |
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(699 |
) |
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(297 |
) |
Net operating capital (NOC) |
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(531 |
) |
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208 |
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705 |
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Cash flows before financing activities |
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1,736 |
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(1,832 |
) |
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5,253 |
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Employees (FTEs) |
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6,312 |
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6,879 |
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5,299 |
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1) |
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Restated to present the MedQuist business as a discontinued operation For a reconciliation to
the most directly comparable US GAAP measures, see the chapter Reconciliation of non-US GAAP
information. |
The EBITA of corporate and country overheads improved significantly in 2007 compared to 2006,
primarily as a result of the simplification of the regional management structure and lower costs
related to Sarbanes-Oxley compliance, which totaled EUR 26 million in 2006.
Investments in the global brand campaign amounted to EUR 111 million, a EUR 15 million reduction
compared to 2006.
Pension and other postretirement benefit costs recorded under Group Management & Services were EUR
53 million lower than in 2006, largely due to an increase in plan assets in 2006.
The EBITA improvement in the Global Service Units and other businesses was primarily attributable
to a product liability charge of EUR 256 million recognized in 2006. EBITA in 2007 was positively
impacted by the result of the Real Estate Service Unit, with various gains on real estate
transactions amounting to EUR 50 million, partly offset by additional legal expenses, mainly in the
US, as well as investments in projects which target the further simplification of the service
units. In 2006, real estate transactions yielded a profit of EUR 54 million.
On October 1, 2007, Philips completed the sale of the Finance Shared Services Centers to Infosys.
As of 2007, parts of the corporate services costs (EUR 162 million) have been allocated to the
operating divisions, which drive and create value from these resources. Previous years have been
restated accordingly.
Cash flows before financing activities turned from an outflow of EUR 1,832 million in 2006 to an
inflow of EUR 5,232 million in 2007. This inflow was primarily attributable to cash receipts
related to the sale of shares in TSMC (EUR 3,895 million) and LG.Philips LCD (EUR 1,547 million).
Cash flows from operating activities improved, primarily due to EUR 742 million lower pension
contributions as compared to 2006.
Philips Annual Report 2007 95
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10 Message from the President
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16 The Philips Group
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The Philips sectors |
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& Services |
Investments in the global brand campaign are expected to be lower in 2008 at about EUR 95 million
as the corporate campaign will be largely phased out over the coming two years. Pension and
postretirement benefit costs are expected to be broadly in line with 2007.
Supply Management
The Companys mission for supply management is to create value by leveraging the power of One
Philips and transforming the transactional purchasing function into strategic supply management.
2007 marks the fourth year of a comprehensive change program. Supply Management plays a key role in
value creation, and 74% of Philips spend is now centralized or center-led. From 2003 until 2007
the total number of active suppliers was reduced from more than 50,000 to less than 20,000.80% of
spend on Bill of Material (BOM) is now concentrated on 255 suppliers, and in Non-Product-Related
(NPR) on 670 suppliers.
Leveraging 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:
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NPR spend: Philips has centralized its NPR spend. In addition to enhancing negotiating power,
this organization initiates cost-saving projects together with operational units and suppliers, in
the areas of cost avoidance and efficiency enhancement. During 2007 the transactional shared
service centers for NPR purchasing were outsourced, together with the Finance Shared Service
activities, to Infosys. |
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Cross-divisional BOM opportunities: ownership of some EUR 3 billion cross-divisional spend is
concentrated centrally. Cross-divisional teams led by divisional Chief Purchasing Officers are
active in ten commodity areas, including metals and electronic components. Centralized One
Philips leveraging of this spend with fewer, more strategic suppliers has resulted in significant
value creation. |
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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. The Companys total OEM/ ODM outsourcing spend has almost doubled in the past three
years to EUR 6.5 billion. To encourage development of more strategic relationships, the number of
preferred EMS suppliers has been reduced from 61 in 2004 to 8 in 2007. |
Supply Management set a target in 2005 to achieve two-year cumulative savings of EUR 1 billion in
the One Philips spend categories. This target was met in the 2006/2007 time frame and has helped
to improve Philips competitiveness.
Transforming toward strategic supply management
Strategic 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 29% since 2004.
More than 50% of total product costs are defined in the early development stages. Therefore, early
supplier/supply management involvement in the product creation process is essential in realizing
quality plus time- and cost-saving initiatives. This priority has led to an increased involvement
of supply management and strategic suppliers in the creation process, also via a wider application
of tools like design-in workshops.
Supplier Performance Measurement
A Global Supplier Rating System (GSRS) is now operational in all
businesses, resulting in a more professional and structural supplier performance measurement and
subsequent improvement actions. In 2007 the rating system covered 84% of the total spend.
96 Philips Annual Report 2007
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
Supplier consolidation
Supplier concentration is a key element in reducing complexity in the supply chain. For example,
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 BOM
from fewer than 100 preferred suppliers.
Sustainability
In support of the Companys strong commitment to sustainability, all suppliers with spend above EUR
100,000 in risk areas are audited, partially with the help of external, independent auditing firms.
A rigorous program is in place to follow up any issues that may occur. As part of the Dow Jones
Sustainability Index assessment, the rating for this practice went up from 81 to 92 in 2007.
Managing sourcing risk
To enhance risk management in the supply chain, Consumer Electronics has for many years implemented
a dual-sourcing strategy to ensure competitive sourcing and continuity of supplies. It has done
this through strategic partnerships, mainly in the areas of LCD panels and EMS. In 2007 the major
challenge was to manage the tightening market in LCD panels. In another example of reducing
sourcing risk, Lighting has established partnership agreements with those key suppliers on which it
depends for the supply of critical lamp components.
Low-cost country sourcing
Low-cost country sourcing activities have continued to be a major source of value in supply
management. For example, Lighting utilizes a global supply base to support its varied manufacturing
operations. A dedicated China Sourcing Group is in place to source products for both local and
export markets. While China is the main area of attention, other countries are also under review
for further extension of the supply base presence. In 2007, 58% of BOM spend and 24% of NPR spend
took place in low-cost countries.
E-contract management
E-contract management is being rolled out across the company. In 2007, EUR 2.6 billion (or 14%) in
spend was managed via e-bidding events, compared to around EUR 387 million in 2005.
Market intelligence
In 2007 a central-led Supply Market Intelligence and Services group (SMIS) was created with
presence in key supply markets (China, India, Korea, Japan and Taiwan). The SMIS teams work closely
together with businesses to identify supply market opportunities.
Philips Annual Report 2007 97
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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 risks, Market risks, Operational risks, Financial
risks, and Compliance risks. These are further described in the section Risk categories of this
Annual Report. The risk overview highlights the main risks that may hinder Philips in achieving the
Vision 2010 objectives. The risk overview is, however, 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, objectives, 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 Business Control Framework and Philips General Business Principles,
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 structure.
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
and divisional levels meet on a quarterly basis to address weaknesses in the business control
infrastructure as reported by the auditors or revealed by 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 structure can be found in the chapter
Corporate governance that begins on page 250 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 has reviewed and further strengthened the fundamentals of its BCF over recent 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
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126 Financial Statements |
controls. Thereafter, Philips introduced a program to systematically certify the critical IT
systems against an 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 standard for internal control over financial reporting (ICS). 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 President/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
Under section 404 of the US Sarbanes-Oxley Act, the Board of
Management is, amongst other things, responsible for establishing and maintaining a system of
internal control over US GAAP financial reporting for Philips. This internal control 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 transactions
necessary to permit preparation of financial statements, 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.
The Board of 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 Philips divisions. The scope also included relevant IT controls. Any deficiencies noted
in design and operating effectiveness 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 and the behavior of individual
employees. 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 are available in 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 the GBP is an integral part of the annual Statement on Business Controls that has
to be issued by the management
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of each business unit. The GBP incorporate a whistleblower policy, standardized complaint reporting
and a formal escalation procedure.
The global implementation of the One Philips Ethics Line ensures that alleged violations are
registered and dealt with consistently within one company-wide system. In 2007, the French privacy
authorities granted approval for the roll-out of the hotline in that country (completed in
November). In Germany, the workers representation bodies also approved the introduction of a
hotline. These approvals now ensure 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).
In 2007, the updated version of the GBP Directives was approved and adopted, 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 2007.
In order to publicize the updated GBP Directives, a global internal communications program was
rolled out in the first half of 2007, with participation of the Board of Management and Group
Management Committee and the respective Area and Country Management.
A company-wide toolkit has been developed and rolled out in 2007 for the compulsory registration of
gifts to third parties to ensure full transparency in monitoring compliance with company standards.
To reinforce awareness of the need for compliance with the GBP, a web-based GBP training tool has
been rolled out throughout the company in 22 different languages, covering more than 95% of the
employees with on-line access.
The e-training program for (new) compliance officers (including complaint-handling procedures and
dilemma training) was updated in 2007. Furthermore, 2007 saw the development and worldwide roll-out
of a train-the-trainer program for compliance awareness. Two-day training sessions were held in
Latin America, Asia Pacific and Europe, with the remaining sessions scheduled for the first quarter
of 2008. This program provides for an annual refresher course.
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,
Operational, Financial and Compliance level.
Strategic risks address threats and opportunities that influence Philips strategic ambitions. The
Market risks cover the effect that changes in the market may have on Philips. Risks related to
areas such as economic and political developments 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 Treasury, Pensions, Fiscal and Legal.
Compliance risks cover unanticipated failures to enact appropriate policies and procedures.
Strategic risks
Failure to deliver the Philips strategy may negatively impact shareholder value.
Through its Vision 2010, Philips aims to achieve profitable growth. Philips inability to transform this vision into
action and to meet the financial targets as planned, may cause its share price to drop.
End-user-driven innovation and identification of new sources of differentiation are important in
realizing 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.
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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.
Acquisitions could expose Philips to integration risks and challenge management in continuing to
reduce the complexity of the company.
Philips has recently completed and announced acquisitions, and may continue to do so in the future,
exposing Philips to integration risks in areas such as sales and service force integration,
logistics, regulatory compliance, information technology and finance. Integration difficulties and
complexity may adversely impact the realization of an increased contribution from acquisitions.
Furthermore, organizational simplification and resulting cost savings may be difficult to achieve.
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 ongoing 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.
Philips may be inflexible in adapting swiftly to changes in industry or market circumstances.
Paradigmatic shifts in the industry or market, like the transition from traditional lighting to
energy-saving and LED lighting, may drastically change the business environment. If Philips is
unable to recognize these changes in good time, or is too inflexible to rapidly adjust its business
models, growth in ambitions and financial results could be affected.
Market risks
Philips overall performance in the coming years is dependent on realizing its growth ambitions in
emerging markets.
Emerging markets are becoming increasingly 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. If Philips fails to achieve
this, its growth ambition and financial results could be affected.
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
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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. For example, the crisis that began in the US financial markets in the
second half of 2007 has negatively impacted consumer borrowing and spending, and has exposed the
cyclical commercial construction sector on which growth in the luminaires industry is strongly
dependent.
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. Earnings improvement is highly exposed to these increased
competitive challenges, which requires margin management through measures such as price management,
cost reduction and/or efficiency increase. One example is solid-state lighting and the fast-growing
LED market. If Philips cannot quickly offset margin erosion by upgrading its offering via, for
instance, innovation or differentiation, cost reduction and/or efficiency measures, operating
results may be hampered.
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 Philips local 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, as evidenced during 2007, cuts in
reimbursement for imaging services mandated under the US Deficit Reduction Act (DRA) may continue
to have an adverse impact on spending in US out-of-hospital markets.
Philips is exposed to increased scrutiny of possible anti-competitive market practices.
Philips is
facing increased scrutiny of possible anti-competitive market practices by national and European
authorities, especially in product segments where Philips has significant market shares. For
example, Philips and certain of its (former) group companies are involved in investigations by
competition law authorities in several jurisdictions into possible anti-competitive activities in
the Cathode-Ray Tubes, or CRT, industry and are engaged in litigation in this respect. Philips
financial position and results could be materially affected by an adverse final outcome of these
investigations and litigation, as well as any potential claims in this respect. Furthermore,
increased scrutiny may hamper planned growth opportunities provided by potential acquisitions.
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 to key retailers for supporting consumers in their
decision-making. A setback in the management of international key retail accounts could hamper
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 fails to ensure
that end-user insights are fully captured and translated into product creations that improve
product mix and consequently contribution, it may face 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
competitiveness 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
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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.
Due to the fact that 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 effect on its
business.
The retention of talented employees in sales and marketing, research and development, finance and
general management, as well as of highly specialized technical personnel, especially in
transferring technologies to low-cost countries, is critical to Philips success. The loss of
specialized skills could also result in business interruptions.
Diversity in the IT landscape could result in ineffective or inefficient business management. IT
outsourcing and off-shoring strategies could result in complexities in service delivery and
contract management. Furthermore, we observe a global increase in IT security threats and higher
levels of professionalism in computer crime, posing a risk to the confidentiality, availability and
integrity of data and information.
Philips is engaged in a continuous drive to create a more open, standardized and, consequently,
more cost-effective IT landscape. This is leading to an approach involving further outsourcing,
offshoring, commoditization and ongoing reduction in the number of IT systems. The global increase
in security threats and higher levels of professionalism in computer crime have raised our
awareness of the importance of effective IT security measures, including proper identity management
processes to protect against unauthorized systems access. The integration of new companies and
successful outsourcing of business processes are highly dependent on secure and well controlled IT
systems.
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
arising 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 position and 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. Moreover, failure to further improve capital management may reduce investor,
creditor and market confidence.
For further analysis, please refer to the section Treasury that begins on page 104 of this Annual
Report.
Philips has deflned-beneflt pension plans in a number of countries. The funded status and the cost
of maintaining these plans are 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 deflned-beneflt 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 Pensions that begins on page 109 of this Annual Report, and for quantitative and
qualitative disclosure of pensions, please refer to note 20.
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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 cross-border deliveries of goods and services, tax uncertainties
related to acquisitions and divestments, tax uncertainties related to the use of tax credits and
permanent establishments, and tax uncertainties due to losses carried forward and tax credits
carried forward. Those uncertainties may have a significant impact on local tax results.
For further details, please refer to the section Fiscal that begins on page 111 of this Annual
Report.
Legal proceedings covering a range of matters are pending in various jurisdictions against Philips
and its (former) group companies. Due to the uncertainty inherent in legal proceedings, it is
difficult to predict the final outcome. Adverse outcomes might impact Philips financial position
and results.
Philips, including a certain number of its (former) group companies, is involved in legal
proceedings relating to such matters as competition issues, commercial transactions, product
liability (including allegations of personal injury from alleged asbestos exposure), participations
and environmental pollution. Since the ultimate disposition of asserted claims and proceedings, or
the impact of any claims that may be asserted in the future, cannot be predicted with certainty,
Philips financial position and results of operations could be affected by adverse outcomes.
Please refer to note 27 for additional disclosure relating to specific legal proceedings.
Compliance risks
Exposure to non-compliance with general business principles in emerging markets.
Corporate
governance systems, including information structures and ethical standards, are less developed in
emerging markets compared to mature markets. Realization of growth targets in emerging markets
exposes Philips management to risk of non-compliance with general business principles. Examples
include commission payments to third parties, remuneration payments to agents, distributors,
commissioners and the like (Agents), or the acceptance of gifts, which may be considered normal
local business practice. For further details, please refer to the section Philips General Business
Principles of the Risk Management chapter of this Annual Report.
Reliability of reporting, correctness of disclosures and safeguarding of assets.
The reliability of reporting is important in ensuring that management decisions for steering the
businesses and managing both top-line and bottom-line growth are based on top-quality data. Flaws
in internal control systems could adversely affect the financial position and results and hamper
expected growth.
The correctness of disclosures provides investors and other market professionals with significant
information for a better understanding of Philips businesses. Imperfections or lack of clarity in
the disclosures could create market uncertainty regarding the reliability of the data presented and
may have a negative impact on the Philips share price.
Compliance procedures have been adopted by management to ensure that the use of resources 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 adverse effect on the financial results.
Non-compliance with data privacy and product security laws
Philips brand image and reputation will
be adversely impacted by non-compliance with the various (patient) data privacy and (medical)
product security laws. Privacy and product security issues may arise with respect to remote access
or monitoring of patient data or loss of data on customers systems.
Details of financial risks
This section provides further details of the financial risks, which are categorized along the lines
of the corporate processes Treasury, Pensions, Fiscal and Legal.
Treasury
Philips is, as mentioned before, exposed to several types of financial risk. This section further
analyzes financial risks. Philips does not purchase or hold derivative instruments for speculative
purposes. Information regarding financial instruments is included in note 36 and note 69 of the
notes to the financial statements.
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This Treasury section up to Other insurable risks forms an integral part of the IFRS
financial statements.
Currency risk
Currency fluctuations may impact Philips financial results.
Philips is exposed to currency risk in the following areas:
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Transaction exposures, such as forecasted sales and purchases and on-balance-sheet
receivables/payables resulting from such transactions; |
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Translation exposure of net income in foreign entities; |
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Translation exposure of foreign-currency intercompany and external debt and deposits; |
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Translation exposure of equity invested in consolidated foreign entities; |
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Exposure to equity interests in non-functional-currency equity-accounted investees and
available-for-sale 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 resulting 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 may be hedged using forwards or options or a combination thereof. 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-currency 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 18 months.
The following table outlines the estimated nominal value in millions of euros for transaction
exposure and related hedges for Philips most significant currency exposures as of December 31,
2007:
Estimated transaction exposure and related hedges
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
maturity 0-60 days |
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maturity over 60 days |
|
|
|
exposure |
|
|
hedges |
|
|
exposure |
|
|
hedges |
|
Hedges of receivable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD vs EUR |
|
|
425 |
|
|
|
(379 |
) |
|
|
1,615 |
|
|
|
(1,014 |
) |
JPY vs EUR |
|
|
32 |
|
|
|
(31 |
) |
|
|
118 |
|
|
|
(101 |
) |
GBP vs EUR |
|
|
83 |
|
|
|
(81 |
) |
|
|
105 |
|
|
|
(72 |
) |
PLN vs EUR |
|
|
56 |
|
|
|
(53 |
) |
|
|
110 |
|
|
|
(69 |
) |
EUR vs SEK |
|
|
33 |
|
|
|
(33 |
) |
|
|
33 |
|
|
|
(21 |
) |
USD vs AED |
|
|
8 |
|
|
|
(5 |
) |
|
|
61 |
|
|
|
(31 |
) |
EUR vs USD |
|
|
155 |
|
|
|
(138 |
) |
|
|
606 |
|
|
|
(127 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hedges of payables |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USD vs CAD |
|
|
(20 |
) |
|
|
18 |
|
|
|
(52 |
) |
|
|
40 |
|
PLN vs EUR |
|
|
(49 |
) |
|
|
38 |
|
|
|
(285 |
) |
|
|
163 |
|
USD vs EUR |
|
|
(696 |
) |
|
|
649 |
|
|
|
(1,477 |
) |
|
|
969 |
|
EUR vs GBP |
|
|
(18 |
) |
|
|
16 |
|
|
|
(77 |
) |
|
|
67 |
|
MYR vs USD |
|
|
(12 |
) |
|
|
8 |
|
|
|
(51 |
) |
|
|
26 |
|
MXN vs USD |
|
|
(19 |
) |
|
|
15 |
|
|
|
(67 |
) |
|
|
36 |
|
EUR vs SEK |
|
|
(48 |
) |
|
|
48 |
|
|
|
(81 |
) |
|
|
49 |
|
The first currency displayed is the exposure that is being hedged followed by the functional
currency of the hedging entity.
The derivatives related to transactions are, for hedge accounting purposes, split into hedges of
on-balance-sheet accounts receivable/payable and forecasted sales and purchases. Changes in the
value of on-balance-sheet foreign-currency accounts receivable/payable, as well as the changes in
the fair value of the hedges related to these exposures, are reported in the income statement under
cost of sales. Hedges related to forecasted transactions are accounted for as cash flow hedges.
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The results from such hedges are deferred in other comprehensive income within equity.
Currently, a gain of EUR 29 million is deferred in equity as a result of these hedges. The result
deferred in equity will mostly be released to earnings during 2008 at the time when the related
hedged transactions affect the income statement. During 2007, a net gain of EUR 4 million was
recorded in the income statement as a result of ineffectiveness of transaction hedges.
The total net fair value of hedges related to transaction exposure as of December 31, 2007 was an
unrealized gain of EUR 19 million. The most significant transaction exposures relate to the US
dollar and the pound sterling. An instantaneous 10% increase in the value of the euro against all
currencies would lead to a decrease in the value of the derivatives of EUR 13 million, including a
EUR 45 million decrease related to deals of the euro against the US dollar offset by a EUR 19
million increase due to deals of the euro against the pound sterling. The net change in value in
other derivatives would be an increase of EUR 13 million with the most significant other currency
pair being the euro against Japanese yen for an amount of EUR 10 million.
The change in fair value of the hedges of transactions in the case of a 10% appreciation in the
euro for deals of the euro against the US dollar and the euro against 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 |
|
|
(49 |
) |
|
|
2 |
|
Change in fair value of options |
|
|
2 |
|
|
|
0 |
|
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 |
|
|
|
1 |
|
Philips does not hedge the translation exposure of net income in foreign entities.
Foreign
exchange exposure also arises as a result of inter-company loans and deposits. Where the
Company enters into such arrangements the financing is generally
provided in the functional currency of the subsidiary entity. The currency of the Companys external funding
and liquid assets is matched with the required financing of subsidiaries either directly by
external foreign currency loans and deposits, or synthetically by using foreign exchange
derivatives. In certain cases where group companies may also have external foreign currency debt or
liquid assets, these exposures are also hedged through the use of foreign exchange derivatives.
Changes in the fair value of hedges related to this translation exposure are recognized within
financial income and expenses in the income statement and are largely offset by the revaluation of
the hedged items. The total net fair value of these derivatives as of December 31, 2007, was an
unrealized gain of EUR 89 million. An instantaneous 10% increase in the value of the euro against
all currencies would lead to an increase in the value of the derivatives of EUR 348 million,
including a EUR 192 million increase due to the US dollar and a EUR 163 million increase due to the
pound sterling.
Translation exposure of equity invested in consolidated foreign entities is partially hedged. If a
hedge is entered into, it is accounted for as a net investment hedge. As at December 31, 2007, the
total fair value of derivatives accounted for as net investment hedges was EUR 12 million. An
instantaneous 10% increase in the value of the euro against all currencies would lead to an
increase in the value of these derivatives of EUR 24 million. During 2007, Philips recorded a gain
of EUR 23 million in other comprehensive income under currency translation differences as a result
of net investment hedges.
Philips does not currently hedge the foreign exchange exposure arising from equity interests in non
functional currency equity-accounted investees and available-for-sale financial assets.
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, Philips held
EUR 8,769 million in cash and cash equivalents and had total long-term debt of EUR 1,212 million
and total short-term debt of EUR 2,345 million. At December 31, 2007, Philips had a ratio of
fixed-rate long-term debt to total outstanding debt of approximately 34%, compared to 74% one year
earlier. Philips partially hedges the interest-rate risk inherent in the external debt. As of
year-end 2007, the company had six USD interest rate swaps outstanding, on which the company
receives fixed interest and pays floating interest on the equivalent of
106 Philips Annual Report 2007
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EUR 347 million. Fair value hedge accounting is applied to these interest rate swaps.
Including the effect of the interest rate swaps the ratio of fixed long-term debt to total
outstanding debt as at December 31, 2007, is 24%, compared to 64% one year earlier. Total
short-term debt includes three bonds for a total book value of EUR 1,692 million of which EUR 130
million is due to mature in February 2008, while the remaining balance of EUR 1,562 million matures
in May 2008.
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 2007, a gain of EUR 5 million was released to the income statement.
As of December 31, 2007, the majority of debt consisted of bonds.
A sensitivity analysis shows that if long-term interest rates were to decrease instantaneously by
1% from their level of December 31, 2007, with all other variables (including foreign exchange
rates) held constant, the fair value of the long-term debt would increase by approximately EUR 63
million. This change would be partially offset by the change in fair value of the interest rate
swaps, which would increase by EUR 38 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 63 million.
This change would be partially offset by the change in fair value of the interest rate swaps, which
would decrease by EUR 33 million.
If interest rates were to increase instantaneously by 1% from their level of December 31, 2007,
with all other variables held constant, the annualized net interest expense would decrease by
approximately EUR 54 million due to Philips significant cash position. This impact is based on the
outstanding net cash position at December 31, 2007.
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 8,769 million in cash
and cash equivalents, a USD 2,500 million Commercial Paper Program, and a USD 2,500 million
committed revolving facility that could serve as back-up for short-term financing requirements that
would normally be satisfied through the Commercial Paper Program and EUR 4,464 million of investments in
its main available-for-sale securities and listed equity-accounted investees at market value at
December 31, 2007. The Company has a lock-up period associated with the sale of shares in TPV
Technology that expires in September 2008 and a further lock up period associated with the sale of
shares in LG.Philips LCD that expired in January 2008.
Equity price risk
Philips is a shareholder in several publicly listed companies including TSMC, LG.Philips LCD and
TPV Technology Ltd. As a result, Philips is exposed to potential financial loss through movements
in the share prices. The aggregate equity price exposure of publicly listed investments in its main
available-for-sale securities, trading securities and listed equity-accounted investees amounted to
approximately EUR 4,464 million at year end 2007 (2006: EUR 9,524 million including shares that
were sold during 2007). 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 143
million and the fair value of the option at year-end EUR 47 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 already 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. Currently, a loss of
EUR 1 million is deferred in equity as a result of these hedges. A 10% increase in the market price
of all commodities as at December 31, 2007, would increase the fair value of the derivatives by EUR
4 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
Philips trade receivables. To reduce exposure to credit risk, Philips performs ongoing evaluations
of the financial condition of its customers and adjusts payment terms and credit limits when
appropriate.
Philips Annual Report 2007 107
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8 Financial highlights
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10 Message from the President
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16 The Philips Group
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62 The Philips sectors |
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, 2007 Philips had credit risk exceeding
EUR 25 million with the following number of counterparties:
Credit risk with number of counterparties
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25-100 |
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100-500 |
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500-2,000 |
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million |
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million |
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million |
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AAA-rated governments |
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1 |
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2 |
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2 |
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AAA-rated government banks |
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1 |
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2 |
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AAA-rated bank counterparties |
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1 |
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AA-rated bank counterparties |
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5 |
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2 |
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A rated bank counterparties |
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2 |
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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 Moods Investor
Services. Philips also regularly monitors the development of credit default swap prices of its
financial counterparties. Wherever possible, cash is invested and financial transactions are
concluded with financial institutions with strong credit ratings or with governments or
government-backed institutions. As at December 31, 2007, Philips expects no impact as a result of
the sub-prime mortgage crisis.
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 the equity of all
subsidiaries and associated companies in country cross-border transactions, such as intercompany
loans, 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, 2007, the Company had country risk exposure in the Netherlands of EUR 13 billion
and in the United States of EUR 6 billion. Other countries exceeding EUR 1 billion but less than
EUR 5 billion included Belgium, China (including Hong Kong), South Korea and Taiwan. Countries
where the risk exceeded EUR 200 million included Austria, France, Italy, Japan, Malaysia, Poland,
Spain, Switzerland 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, fraud, and aviation product
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 250,000 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 2007 retained 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 retained EUR 1.5 million
per claim and EUR 6 million in the aggregate. New contracts were signed on December 31, 2007 for
the coming year, whereby the reinsurance captive retentions remained unchanged.
108 Philips Annual Report 2007
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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.
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
forty 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 significant effects 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 the companys total pension liabilities
and contains separate modules for the Netherlands, the UK, the US and Germany, allows stochastic
simulations of the 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 2007 and year-end 2008 and the expected NPPC for
2008 and 2009, 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, 2006 and December 31,2007 respectively,
and may therefore be seen as indicators of the funding and NPPC risks on these same dates.
The bar charts also show the impact of model updates and changes in economic assumptions to account
for recent developments in financial markets and benefit from new modeling techniques. Their impact
may be seen by comparing the first and the second bars in each of the charts below. The most
important effects are increased estimates of interest rate risk, lower estimated equity risk and
increased estimates of inflation
risk. These effects are, however, more than offset by an increased diversification between regions
and an increased correlation between interest rates and inflation.
The impact of plan changes, changes in investment policy and changes in financial market conditions
during 2007 may be seen by comparing the second and the third bars in the graphs below. The
differences between those bars are largely attributable to changes to the investment portfolio of
the Dutch pension fund, which reduced its equity and real estate allocations in the last few months
of the year. The proceeds of these changes were used to increase the fixed income allocation and
reduce interest rate risk. The changes to the funds investment portfolio were the first steps
towards implementation of a change in its investment strategy. The remaining steps towards
implementation are planned to be made in 2008.
The US plan has also changed its investment strategy. The change entails decreases in equity and
interest rate risk. Some first steps towards implementation of this new strategy were made in 2007
and additional steps are planned to be made in 2008. The impact of the additional steps by the
Dutch and the US pension funds towards full implementation of their revised strategies may be seen
by comparing the third and the fourth bars in the graphs below.
The composition of the respective bars shows how funding risk may be attributed to 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 model update and the changes in economic assumptions referred to above have caused an increase
in the estimated total contribution of the respective risk factors to the overall
Funded-Status-at-Risk. However, as this is more than offset by an increased diversification effect,
the net impact has been a decrease in the estimated Funded-Status-at-Risk. The Funded
Status-at-Risk has also decreased as a result of the aforementioned changes in the investment
portfolio of the Dutch pension fund. The additional changes in
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10 Message from the President |
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16 The Philips Group
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62 The Philips sectors |
investment policy, planned in the Netherlands and the US, to fully implement their new
investment strategies will lead to a further reduction in Funded-Status-at-Risk.
Equity risk is the major source of risk to the Funded Status. It results from the relatively large
allocation to equities in the US and the large absolute exposure to equities in the Dutch pension
fund, even after the reduction in its equity allocation in the last few months of 2007. The
contribution of interest rate risk results from the interest rate mismatches between assets and
liabilities in the Netherlands, the US and Germany. Although interest rate risk in the Netherlands
was reduced in the last few months of 2007, the Dutch pension fund still contributes most to
interest rate risk. This will change as a result of the planned investment changes in 2008.
Following these changes, the remaining exposure in the US will be the dominant contribution to
interest rate risk. The Dutch pension fund contributes most to inflation risk, due to its size and
indexation policy. Foreign exchange risk contributes relatively little to the
Funded-Status-at-risk. The diversification effect is largely attributable to the positive
correlation between inflation and interest rates and the negative correlation between bonds and
equities.
The country decomposition shows that the Dutch pension fund contributes most to the
Funded-Status-at-risk. Although its equity and real estate allocations were reduced in 2007, while
its fixed income allocation was increased, the funds remaining exposure to equity markets is still
significant. This, combined with the size of the fund, explains the major part of its contribution
to total risk.
NPPC
The aforementioned model update and the simultaneous changes in economic assumptions have increased
the estimated NPPC-at-risk. It has not changed much as a result of the changed asset allocation.
Nor is it expected to change much as a result of the additional changes planned for 2008. A lower
Funded-Status-at-Risk does not necessarily lead to a lower NPPC-at-Risk.
The country decomposition shows that the Dutch pension fund contributes most to NPPC-at-risk. This
is attributable to its size and its exposure to equities.
In summary, the estimated Funded-Status-at-risk decreased in 2007. NPPC-at-risk, on the other hand,
has hardly changed. The lower Funded-Status-at-risk is attributable to the reduced asset-liability
mismatch of the Dutch pension fund. The Dutch pension fund still contributes most to the risk
statistics, due to its size and its exposure to equities. Some further risk reduction may be
expected from the additional portfolio changes in the Netherlands and the US to fully implement
their new investment strategies.
110 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board |
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126 Financial Statements |
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 and specific allocation contracts
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 the case of (de)mergers could
affect the tax allocation of GSAs between countries. The same applies to the specific allocation
contracts.
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 establishment 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 and tax credits 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 the case of losses carried forward with an indefinite carryforward period.
Valuation allowances of deferred tax asset positions are in place where considered necessary.
Legal
Please refer to note 27 for additional disclosure relating to specific legal proceedings.
Philips Annual Report 2007 111
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8 Financial highlights
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10 Message from the President |
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16 The Philips Group
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62 The Philips sectors |
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, 2007.
From left
to right Gottfried Dutiné, Rudy Provoost, Pierre-Jean Sivignon, Theo van Deursen, Gerard
Kleisterlee, Steve Rusckowski, Andrea Ragnetti
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: Areas and Countries,
Government Relations, Strategic Initiatives, Emerging Markets,
Business KAM Board
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
Rudy Provoost
1959, Belgian
Executive Vice-President
Member of the Board of Management since April 2006, 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
112 Philips Annual Report 2007
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116 Report of the Supervisory Board |
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126 Financial Statements |
What we have changed in the way we approach our
leadership is first of all that we have required everyone to look beyond the boundaries of his or
her own activity.
Second, we have tried to create a culture where people are encouraged to take calculated risks,
and where failure is not something never permitted. Failure is part of learning.
We have also tried to move away from big single initiatives to smaller experimental
initiatives.
There is no one big bang that is suddenly going to get us into growth mode. Each of our leaders
has to work on several initiatives. Some will fail and some will succeed. You nurture the ones that
promise to be successful.
Gerard Kleisterlee speaking to Peter Lorange,
president of IMD, in European Business Forum, spring 2007
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
Steve Rusckowski
1957, American
Executive Vice-President
Member of the Board of Management since April 2007
and CEO of Philips Medical Systems since November 2006
Corporate responsibilities: Medical Systems, Healthcare New Business
Development Board
Theo van Deursen
1946, Dutch
Executive Vice-President
Member of the Board of Management since April 2006, 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
Andrea Ragnetti
1960, Italian
Executive Vice-President
Member of the Board of Management since April 2006, 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
Philips Annual Report 2007 113
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8 Financial highlights |
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16 The Philips Group |
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62 The Philips sectors |
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).
In connection with the creation of the sectors Healthcare, Lighting and Consumer Lifestyle as of
January 1, 2008, Steve Rusckowski became CEO of Healthcare as per January 1, 2008. With effect from
the same date, Rudy Provoost, CEO of the Consumer Electronics division, has moved to the Lighting
sector, transitioning to take over as CEO from Theo van Deursen, who will retire on April 1, 2008.
Andrea Ragnetti, CEO of DAP, became CEO of the Consumer Lifestyle sector from January 1, 2008.
Corporate governance
A full description of the Companys corporate governance structure is published in the chapter
Corporate governance of this Annual Report.
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* |
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Member of the Audit Committee |
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** |
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Member of the Remuneration Committee |
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*** |
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Member of the Corporate Governance and Nomination & Selection Committee |
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.
Daniel Hartert
1958, German
Member of the GMC since August 2003 and CEO Imaging Systems business since September 2007
Corporate responsibilities: Imaging Systems business
Barbara Kux
1954, Swiss
Member of the GMC since October 2003
and Chief Procurement Officer since 2003
Corporate
responsibilities: Supply Management,
Sustainability
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
Hayko Kroese
1955, Dutch
Member of the GMC since February 2007; responsible for Human Resources Management since 2007
Corporate responsibilities: Human Resources Management
Gerard Ruizendaal
1958, Dutch
Member of the GMC since February 2007, Head of Control since October 2001 and
Chief Strategy Officer since May 2005
Corporate responsibilities: Strategy and Control
Eric Coutinho
1951, Dutch
Member of the GMC since February 2007,
Secretary to the Board of Management and
Chief Legal Officer since May 2006
Corporate responsibilities: Legal, Company Secretary, Company
Manual, General Business Principles
Maarten de Vries
1962, Dutch
Member of the GMC and Chief Information
Officer since September 2007
Corporate responsibilities: Information Technology
114 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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116 Report of the Supervisory Board
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126 Financial Statements |
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.
Mr de Kleuver who joined the Supervisory Board in 1998, and has been Chairman since 2005, has
expressed his wish to relinquish his position as a member of the Supervisory Board as from the
closing of the 2008 Annual General Meeting of Shareholders. The Supervisory Board has appointed Mr
Hessels as its Chairman as from the closing of the 2008 Annual General Meeting of Shareholders.
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
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.
J-M. Hessels
1942, Dutch*
Member of the Supervisory Board since 1999; third term expires in 2011
Former CEO of Royal Vendex
KBB and currently Chairman of the Board of NYSE Euronext Inc, member of the Supervisory Boards of
Heineken and Fortis and member of the International Advisory Board of Blackstone Group
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-Credto and FITCH
C.J.A. van Lede
1942, Dutch**
Member of the Supervisory Board since 2003; second term expires in 2011
Former
Chairman of the Board of Management of Akzo Nobel and currently Chairman of the Supervisor Board of Heineken, temporary member of the Supervisory Board of Stork, non-executive member of the
Boards of AirFrance/KLM, Sara Lee Corporation, Air Liquide, Chairman of the Board of Directors of
INSEAD and Senior Advisor JP Morgan Plc
J.M. Thompson
1942, Canadian*****
Member of the Supervisory Board since 2003; second term expires in 2011
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
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, Moodys
Investor Service and Stage Entertainment
Wong Ngit Liong
1941, Singaporean
Member of the Supervisory Board since 2005;
first term expires in 2009
Chairman and CEO of the Venture Group of companies. Also a board member of DBS Bank and DBS Group
Holdings Ltd, Chairman of the National University of Singapore Board
of Trustee, and a member of
the Research Innovation and Enterprise Council
J.J. Schiro
1946, American*
Member of the Supervisory Board since 2005;
first term expires in 2009
CEO of Zurich 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
H. von Prondzynski
1949, German
Member of the Supervisory Board since 2007;
first term expires in 2011
Former member of the Corporate Executive
Committee of the F. Hofmann-La Roche Group
and former CEO of the Division Diagnostics
Roche and currently member of the
Supervisory Board of Qiagen
Philips Annual Report 2007 115
|
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|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
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 previous years, Philips addresses its overall corporate governance structure in the
chapter Corporate governance that begins on page 250 of this Annual Report
Meetings and activities of the Supervisory Board
The Supervisory Board met 10 times in the course of 2007, including meetings by telephone
conference; none of its members who were in office during the full year were frequently absent in
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 four divisions to further familiarize themselves with the business and
the respective management teams. The Supervisory Board also spent two days in Shanghai where it
discussed the Philips business in China and visited, amongst other locations, a lighting factory,
shops where Philips products are sold and the Philips research center. 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.
During the year the Supervisory Board again devoted considerable time to discussing the Companys
strategy. In particular the integration of CE and DAP into the Consumer Lifestyle Sector and the
growth targets for 2010 (Vision 2010) were discussed extensively.
116 Philips Annual Report 2007
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98 Risk management
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112 Our leadership
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|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
The Supervisory Board also discussed the capital structure of the Philips Group and approved
the share repurchase program announced in 2007 as well as the sale of part of the Companys shares
in TSMC and LG. Philips LCD. The Supervisory Board also evaluated opportunities for acquisitions
and partnerships and approved several acquisitions, such as Color Kinetics, Genlyte and
Respironics.
Other discussion topics included:
|
|
financial performance of the Philips Group and the divisions |
|
|
|
status of merger and acquisition projects |
|
|
|
management agenda Board of Management |
|
|
|
remuneration policy |
|
|
|
management development and succession planning |
|
|
|
geographic performance and growth opportunities in Emerging Markets |
|
|
|
the Philips Groups annual budget 2008 and significant capital expenditures |
|
|
|
the situation at Philips Pension Fund in The Netherlands |
|
|
|
the investigations into possible anticompetitive activities in the CRT industry. |
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 eleven members, who are listed in the chapter Our
leadership that begins on page 112 of this Annual Report. At the 2007 General Meeting of
Shareholders Messrs Hessels, Van Lede and Thompson were re-appointed and Mr Von Prondzynski was
elected to the Supervisory Board. At the 2008 General Meeting of Shareholders, the present term of
Messrs Van Miert and Kist 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 2008 General Meeting of Shareholders to re-appoint
Messrs Van Miert and Kist. Mr de Kleuver who joined the Supervisory Board in 1998, and has been
Chairman since 2005, has expressed his wish to relinquish his position as a member of the
Supervisory Board as from the closing of the 2008 Annual General Meeting of Shareholders. We wish
to express our sincere appreciation for the way Mr de Kleuver has guided the Supervisory Board as
its Chairman through the last three years and his valuable contributions to the Company during his
ten-year term as a member of our Board. We wish him well for the future. The Supervisory Board has
appointed Mr Hessels as its Chairman as from the closing of the 2008 Annual General Meeting of
Shareholders. Mr Kist will succeed Mr Hessels as Chairman of the Audit Committee and Mr von
Prondzynski will become a member of the Audit Committee as of the same date.
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 current fee structure for the Chairman and members of the Supervisory Board is EUR 75,000 per
year for the Chairman and EUR 41,000 per year for members of the Supervisory Board. 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
Philips Annual Report 2007 117
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|
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|
8 Financial highlights
|
|
10 Message from the President
|
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16 The Philips Group
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62 The Philips sectors |
the chairman of the Audit Committee EUR 7,000; details are disclosed in note 34.
Report of the Corporate Governance and Nomination & Selection Committee
The Corporate Governance and Nomination & Selection Committee currently consists of three members,
who are listed in the chapter Our leadership. 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. As in prior years,
the committee discussed developments in the area of corporate governance and legislative changes as
well as further steps the Company could take to improve its corporate governance structure. In view
hereof, the Supervisory Board will propose to the 2008 General Meeting of Shareholders amendments
to the current articles of association of the Company, which proposal together with explanatory
notes is available on the Companys website (www.philips.com/investor). The proposal addresses
legislative changes such as the implementation of the Dutch Act on Electronic Means of
Communications and the Transparancy Directive and includes amendments with respect to the
implementation of share repurchase programs as well as the remuneration of the members of the
Supervisory Board.
In accordance with its charter, the Corporate Governance and Nomination & Selection Committee
consulted in 2007 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 2007 General Meeting of Shareholders, Mr Kleisterlee was re-appointed as President/CEO, Mr
Dutiné was re-appointed as member of Board of Management and Mr Rusckowski, CEO of the Medical
Systems division, was appointed as member of Board of Management.
On September 10, 2007, the Company announced its plan to simplify its business structure by
creating three core sectors: Philips Healthcare, Philips Ligthing and Philips Consumer Lifestyle
and to integrate its Consumer Electronics and Domestic Appliances and Personal Care divisions into
one Consumer Lifestyle sector as of January 1, 2008. Furthermore the Company also announced the
combination of Consumer Healthcare Solutions, renamed as Home Healthcare Solutions, with Philips
Medical Systems, under the new name of Philips Healthcare. In connection therewith, Mr Rusckowski
became CEO of Philips Healthcare as per January 1, 2008. With effect from the same date, Mr
Provoost, CEO of the Consumer Electronics division, has moved to the Philips Lighting sector,
transitioning to take over as CEO from Mr van Deursen, who will retire on April 1, 2008. Mr
Ragnetti, CEO of DAP, became CEO of the Consumer Lifestyle sector from January 1, 2008. We would
like to thank Mr van Deursen for his significant contribution to Philips, in particular in the
Companys lighting business.
In respect of the Group Management Committee, the following other changes occurred in 2007. On
September 1, 2007, Mr de Vries was appointed as member of the Group Management Committee and
succeeded Mr Hartert as Chief Information Officer who has been appointed CEO of the Imaging Systems
business within the Medical Systems division.
Report of the Remuneration Committee
The Remuneration Committee, currently consisting of four members, who are listed in the chapter Our
leadership, 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 2007. 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
118 Philips Annual Report 2007
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98 Risk management
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|
112 Our leadership
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|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
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 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 2007 General Meeting of Shareholders
and published on the Companys website, 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 highly qualified executives,
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.
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 of employment of the President/CEO was renewed as of April 1, 2007 for another 4
years. For the duration of the contract, the base salary is fixed at EUR 1,100,000. It was decided
to grant an increased
number of Long Term Incentives. No further accrual of pension entitlements will take place. 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
|
|
April 1, 2011 |
P-J. Sivignon
|
|
June 15, 2009 |
G.H.A. Dutiné
|
|
April 1, 2011 |
T.W.H.P. van Deursen
|
|
April 1, 2008 |
R.S. Provoost
|
|
April 1, 2010 |
A. Ragnetti
|
|
April 1, 2010 |
S.H. Rusckowski
|
|
April 1, 2011 |
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
Base salary1)
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
G.J. Kleisterlee |
|
|
1,020,000 |
|
|
|
1,042,500 |
|
|
|
1,087,500 |
|
P-J. Sivignon |
|
|
|
|
|
|
568,750 |
|
|
|
637,500 |
|
G.H.A. Dutiné |
|
|
511,000 |
|
|
|
540,750 |
|
|
|
587,500 |
|
T.W.H.P. van Deursen |
|
|
|
|
|
|
412,500 |
|
|
|
587,500 |
|
R.S. Provoost |
|
|
|
|
|
|
393,750 |
|
|
|
562,500 |
|
A. Ragnetti |
|
|
|
|
|
|
356,250 |
|
|
|
531,250 |
|
S.H. Rusckowski |
|
|
|
|
|
|
|
|
|
|
431,250 |
|
|
|
|
1) |
|
Annual review date is April 1, therefore amounts shown are partly (3 months) based on salary
level before April 1 and partly (9 months) on salary level after April 1. Reference date for
board membership is December 31, 2007. |
In line with market developments shown by benchmark research and additional market studies, the
salary levels in 2007 have been increased. The annual review date for the base salary is April 1.
Information on the individual remuneration of the members of the Board of Management is shown in
the table in note 34.
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 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
Philips Annual Report 2007 119
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|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
of the Supervisory Board. The (2007) financial targets (net income with a cash flow
threshold and comparable sales growth, based on US GAAP) are determined upfront with measurable
quantitative performance criteria and will not be adjusted during the year.
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 2007
relate to the salary levels and the performance in the year 2006. Similarly, the Annual Incentive
payable in 2008 will be calculated on the basis of the 2007 annual results.
The Annual Incentive pay-out in 2007 and for
the previous two years is shown in the next tables.
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 |
|
|
354,894 |
|
|
|
99.6 |
%2) |
S.H. Rusckowski |
|
|
|
|
|
|
|
3) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
|
2) |
|
Pay-out related to period April 1 December 31, 2006 |
|
3) |
|
No pay-out related
to period of board membership |
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, 2007 |
|
2) |
|
Pay-out related to period June 15 December 31, 2005 |
|
3) |
|
No pay-out 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, 2007 |
|
2) |
|
No pay-out in 2005 since Mr Sivignon joined Philips on June 15, 2005 |
Based upon the 2007 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
2008.
Pay-out in 20081)
in euros
|
|
|
|
|
|
|
|
|
|
|
realized annual |
|
|
as a % of base |
|
|
|
incentive |
|
|
salary (2007) |
|
G.J. Kleisterlee |
|
|
490,512 |
|
|
|
44.6 |
% |
P-J. Sivignon |
|
|
217,386 |
|
|
|
33.4 |
% |
G.H.A. Dutiné |
|
|
200,664 |
|
|
|
33.4 |
% |
T.W.H.P. van Deursen |
|
|
267,984 |
|
|
|
44.7 |
% |
R.S. Provoost |
|
|
247,607 |
|
|
|
43.1 |
% |
A. Ragnetti |
|
|
329,571 |
|
|
|
59.9 |
% |
S.H. Rusckowski |
|
|
103,164 |
|
|
|
23.9 |
%2) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
|
2) |
|
Pay-out related to period of board membership April 1 December 31, 2007 |
120 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
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 of the relevant markets. As the value of the grants was below market median,
the grant levels were increased in 2007.
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. Since the sale of a majority stake in the Semiconductors
division, the list of TSR peer group companies as approved in 2003 contained companies with which
Philips did not compare itself any longer. The 2007 General Meeting of Shareholders approved a new
list of peer group companies and a new simplified TSR-based LTI multiplier based on the ranking
table below:
|
|
|
|
|
Philips position compared to peer companies1) |
|
LTI Multiplier |
|
Top 4 |
|
|
1.2 |
|
Middle 4 |
|
|
1.0 |
|
Bottom 4 |
|
|
0.8 |
|
|
|
|
1) |
|
Electrolux, Emerson Electric, General Electric, Hitachi, Honeywell International,
Johnson & Johnson, Matsushita, Philips, Schneider Siemens, Toshiba, 3M |
For 2007, the Supervisory Board has applied (under the old system) a multiplier of 1.1, based on
the Philips share performance over the period from the last working day in December 2003 to
December 31, 2006.
In 2007,7,270,713 stock options and 2,423,541 restricted share rights were granted under the LTIP
(excluding the premium shares to be delivered after a three-year holding period); in 2006,
7,164,384 stock options and 2,466,189 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 LTIP:
Long-Term Incentive Plan 20071)2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted share |
|
|
|
stock options |
|
|
rights |
|
GJ. KIeisterlee |
|
|
73,926 |
|
|
|
24,642 |
|
P-J. Sivignon |
|
|
42,903 |
|
|
|
14,301 |
|
G.H.A. Dutiné |
|
|
39,600 |
|
|
|
13,200 |
|
T.W.H.P. van Deursen |
|
|
39,600 |
|
|
|
13,200 |
|
R.S. Provoost |
|
|
39,600 |
|
|
|
13,200 |
|
A. Ragnetti |
|
|
39,600 |
|
|
|
13,200 |
|
S.H. Rusckowski |
|
|
42,903 |
|
|
|
14,301 |
|
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
|
2) |
|
Long-Term Incentive Multiplier of 1.1 applied |
Long-Term Incentive Plan 20061)2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted share |
|
|
|
stock options |
|
|
rights |
|
GJ. KIeisterlee |
|
|
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, 2007 |
|
2) |
|
Long-Term Incentive Multiplier of 1.0 applied |
Philips Annual Report 2007 121
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
Long-Term Incentive Plan 20051)2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted share |
|
|
|
stock options |
|
|
rights |
|
G.J. KIeisterlee |
|
|
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, 2007 |
|
2) |
|
Long-Term Incentive Multiplier of 1.0 applied |
For more details of the LTIP, see note 33.
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.
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 2007 (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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
G.J. KIeisterlee |
|
|
2,048,160 |
|
|
|
2,543,060 |
3) |
|
|
2,274,118 |
|
P-J. Sivignon |
|
|
259,091 |
2) |
|
|
1,087,941 |
3) |
|
|
1,146,050 |
|
G.H.A. Dutiné |
|
|
1,020,040 |
|
|
|
974,748 |
|
|
|
1,101,191 |
|
T.W.H.P. van Deursen |
|
|
|
4) |
|
|
412,500 |
5) |
|
|
967,690 |
|
R.S. Provoost |
|
|
|
4) |
|
|
393,750 |
5) |
|
|
898,051 |
|
A. Ragnetti |
|
|
|
4) |
|
|
356,250 |
5) |
|
|
886,144 |
|
S.H. Rusckowski |
|
|
|
6) |
|
|
|
6) |
|
|
431,250 |
7) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
|
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 |
|
6) |
|
Before date of appointment as member of the Board of Management
(April 1, 2007) |
|
7) |
|
Related to period April 1 December 31, 2007 |
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)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
G.J. Kleisterlee |
|
|
62.1 |
% |
|
|
65.7 |
% |
|
|
70.2 |
% |
P-J. Sivignon |
|
|
|
|
|
|
58.4 |
% |
|
|
67.2 |
% |
G.H.A. Dutiné |
|
|
64.8 |
% |
|
|
64.0 |
% |
|
|
68.0 |
% |
T.W.H.P. van Deursen |
|
|
|
|
|
|
|
3) |
|
|
65.5 |
% |
R.S. Provoost |
|
|
|
|
|
|
|
3) |
|
|
65.6 |
% |
A. Ragnetti |
|
|
|
|
|
|
|
3) |
|
|
67.2 |
% |
S.H. Rusckowski |
|
|
|
|
|
|
|
|
|
|
|
3) |
|
|
|
1) |
|
Reference date for board membership is December 31, 2007 |
|
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 |
122 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
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-benefit (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 2007, nor were such loans outstanding as of December 31,
2007.
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.
Outlook 2008
Based on the trends in the market (European General Industry), the Supervisory Board proposes to
amend the remuneration policy for members of Board of Management as follows.
Annual Incentive on-target levels are determined as a percentage of base salary. The current
maximum pay-out structure under the plan shall be replaced by a simplified maximum equal to twice
the on-target Annual Incentive levels. For the Board of Management the consequences of this change
are reflected below.
Annual Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On-target (as % |
|
|
Current |
|
|
Proposed |
|
|
|
of base salary) |
|
|
maximum |
|
|
maximum |
|
CEO |
|
|
80 |
% |
|
|
144 |
% |
|
|
160 |
% |
BoM member |
|
|
60 |
% |
|
|
108 |
% |
|
|
120 |
% |
The 2008 Annual Incentive criteria are i) net income, cash flow and comparable sales growth and ii)
team targets.
It is proposed to determine the restricted share grant levels in accordance with a multiplier of
zero to 2. The current plan has limited downside and equally upside. With the range of the new
proposed multiplier, the restricted share right grants will be better aligned with Philips
relative TSR performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSR Ranking |
|
|
1 |
|
|
|
2 |
|
|
|
3 |
|
|
|
4 |
|
|
|
5 |
|
|
|
6 |
|
Multiplier (current) |
|
|
1.2 |
|
|
|
1.2 |
|
|
|
1.2 |
|
|
|
1.2 |
|
|
|
1 |
|
|
|
1 |
|
Multiplier (proposed) |
|
|
2 |
|
|
|
1.8 |
|
|
|
1.6 |
|
|
|
1.4 |
|
|
|
1.2 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposed TSR |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TSR Ranking |
|
|
7 |
|
|
|
8 |
|
|
|
9 |
|
|
|
10 |
|
|
|
11 |
|
|
|
12 |
|
Multiplier (current) |
|
|
1 |
|
|
|
1 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
0.8 |
|
|
|
0.8 |
|
Multiplier (proposed) |
|
|
1 |
|
|
|
0.8 |
|
|
|
0.6 |
|
|
|
0.4 |
|
|
|
0.2 |
|
|
|
0 |
|
As stock options are intrinsically performance related, it will be proposed that grant levels for
stock options are no longer determined in accordance with the
TSR-multiplier of 0.8 1.2. The
intrinsic performance condition lies in the fact that the share price upon exercise must exceed the
share price upon grant (exercise price) in order to provide a value to the grantee.
Philips Annual Report 2007 123
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
The proposed changes to the plan can be accommodated within the current pool size of maximum
17.5 million shares. The actual number of stock options and restricted share rights that will be
granted in any particular year will be determined by the Supervisory Board in accordance with the
terms and conditions of the LTIP.
As the base fee for the Supervisory Board has not been changed since 1998, a proposal shall be made
to the 2008 General Meeting of Shareholders to adjust the fee structure for the chairman and
members of the Supervisory Board with effect from January 1, 2008.
The above-mentioned proposals will be submitted to the 2008 General Meeting of Shareholders for
approval.
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, 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 10 times in 2007 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 regular 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 2007 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 2007 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, and if required approved, the internal
audit charter, audit plan, 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, 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. Within the framework of the Philips policy on auditor independence, the
evaluation of the performance of the external auditor takes place every three years and the Audit
Committee has discussed the detailed evaluation report and has presented the conclusions to the
Supervisory Board. After assessing the performance of the external auditors in accordance with the
Philips Policy on Auditor Independence, the Audit Committee has advised the Supervisory Board to
propose to the General Meeting of Shareholders to
re-appoint KPMG Accountants N.V. for another
three-year term. 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 2005,
2006 and 2007 were as follows:
Aggregate fees KPMG
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Audit fees |
|
|
14.4 |
|
|
|
20.6 |
|
|
|
17.6 |
|
Audit-related fees |
|
|
5.0 |
|
|
|
9.8 |
|
|
|
3.9 |
|
Tax fees |
|
|
1.3 |
|
|
|
0.9 |
|
|
|
1.2 |
|
Other fees |
|
|
2.9 |
|
|
|
2.4 |
|
|
|
2.3 |
|
|
|
|
23.6 |
|
|
|
33.7 |
|
|
|
25.0 |
|
124 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Audit fees consist of fees for the examination of both the consolidated financial statements
(EUR 7.2 million) and statutory financial statements (EUR 4.7 million), as well as the audit of
internal controls over financial reporting (EUR 5.7 million). Audit-related fees consist of fees in
connection with audits of acquisitions and divestments (EUR 2.3 million) and other audit-related
fees (EUR 1.6 million). Tax fees (EUR 1.2 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 0.4 million).
In 2007, 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 Companys internal control certification processess, in particular
compliance with section 404 of the US Sarbanes-Oxley Act and its requirements regarding assessment,
review and monitoring of internal controls. It also discussed tax issues, litigation (including
asbestos) and related provisions, environmental exposures and financial exposures in the area of
treasury, dividend, pensions (including the situation at Philips Pension Fund in The Netherlands),
accounting treatment of share repurchases, financial holdings, the sale of shared service centers,
the investigations into possible anticompetitive activities in the CRT industry and MedQuist, as
well as a financial evaluation of the investments made in 2004.
Financial statements 2007
The financial statements of Koninklijke Philips Electronics N.V. for 2007, as presented by the
Board of Management, have been audited by KPMG Accountants N.V., independent auditors. Their
reports have been included in the chapter IFRS financial statements on page 239 and the chapter
Company financial statements on page 245 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 2007 financial statements. We likewise recommend
to shareholders that they adopt the proposal of the Board of Management to pay a dividend of EUR
0.70 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 18, 2008
The Supervisory Board
Philips Annual Report 2007 125
|
|
|
|
|
|
|
8 Financial highlights
|
|
10 Message from the President
|
|
16 The Philips Group
|
|
62 The Philips sectors |
Financial statements
|
|
|
|
|
|
|
|
|
Group financial statements |
|
128 |
|
|
Managements report |
|
129 |
|
|
Auditors report |
|
130 |
|
|
Consolidated statements of income |
|
132 |
|
|
Consolidated balance sheets |
|
134 |
|
|
Consolidated statements of cash flows |
|
136 |
|
|
Consolidated statements of stockholders equity |
|
137 |
|
|
Information by sectors and main countries |
|
140 |
|
|
Significant accounting policies |
|
146 |
|
|
Notes to the Group financial statements |
|
|
|
|
|
|
|
|
|
IFRS financial statements |
|
189 |
|
|
IFRS management commentary |
|
194 |
|
|
Consolidated statements of income |
|
196 |
|
|
Consolidated balance sheets |
|
198 |
|
|
Consolidated statements of cash flows |
|
200 |
|
|
Consolidated statements of equity |
|
202 |
|
|
Information by sectors and main countries |
|
205 |
|
|
Significant IFRS accounting policies |
|
211 |
|
|
Notes to the IFRS financial statements |
|
239 |
|
|
Auditors report |
|
|
|
|
|
|
|
|
|
Company financial statements |
|
240 |
|
|
Balance sheets |
|
241 |
|
|
Statements of income |
|
241 |
|
|
Statement of equity |
|
243 |
|
|
Notes to the Company financial statements |
|
245 |
|
|
Auditors report |
|
|
|
|
|
|
246 |
|
|
Reconciliation of non-US GAAP information |
|
|
|
|
|
|
250 |
|
|
Corporate governance |
|
|
|
|
|
|
258 |
|
|
The Philips Group in the last ten years |
|
|
|
|
|
|
260 |
|
|
Investor information |
126 Philips Annual Report 2007
|
|
|
|
|
|
|
98 Risk management
|
|
112 Our leadership
|
|
116 Report of the Supervisory Board
|
|
126 Financial Statements |
Notes
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
146
|
|
|
1 |
|
|
Discontinued operations |
147
|
|
|
2 |
|
|
Acquisitions and divestments |
152
|
|
|
3 |
|
|
Income from operations |
153
|
|
|
4 |
|
|
Restructuring charges |
155
|
|
|
5 |
|
|
Financial income and expenses |
155
|
|
|
6 |
|
|
Income taxes |
157
|
|
|
7 |
|
|
Investments in equity-accounted investees |
159
|
|
|
8 |
|
|
Earnings per share |
159
|
|
|
9 |
|
|
Receivables |
159
|
|
|
10 |
|
|
Inventories |
159
|
|
|
11 |
|
|
Other current assets |
160
|
|
|
12 |
|
|
Other non-current financial assets |
160
|
|
|
13 |
|
|
Non-current receivables |
160
|
|
|
14 |
|
|
Other non-current assets |
161
|
|
|
15 |
|
|
Property, plant and equipment |
162
|
|
|
16 |
|
|
Intangible assets excluding goodwill |
162
|
|
|
17 |
|
|
Goodwill |
163
|
|
|
18 |
|
|
Accrued liabilities |
163
|
|
|
19 |
|
|
Provisions |
164
|
|
|
20 |
|
|
Pensions |
168
|
|
|
21 |
|
|
Postretirement benefits other than pensions |
171
|
|
|
22 |
|
|
Other current liabilities |
171
|
|
|
23 |
|
|
Short-term debt |
172
|
|
|
24 |
|
|
Long-term debt |
173
|
|
|
25 |
|
|
Other non-current liabilities |
173
|
|
|
26 |
|
|
Contractual obligations |
173
|
|
|
27 |
|
|
Contingent liabilities |
176
|
|
|
28 |
|
|
Stockholders equity |
176
|
|
|
29 |
|
|
Cash from derivatives |
176
|
|
|
30 |
|
|
Proceeds other non-current financial assets |
176
|
|
|
31 |
|
|
Assets in lieu of cash from sale businesses |
177
|
|
|
32 |
|
|
Related-party transactions |
177
|
|
|
33 |
|
|
Share-based compensation |
180
|
|
|
34 |
|
|
Information on remuneration |
184
|
|
|
35 |
|
|
Fair value of financial assets and liabilities |
185
|
|
|
36 |
|
|
Other financial instruments |
185
|
|
|
37 |
|
|
Subsequent events |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
211
|
|
|
38 |
|
|
Discontinued operations |
212
|
|
|
39 |
|
|
Acquisitions and divestments |
217
|
|
|
40 |
|
|
Income from operations |
218
|
|
|
41 |
|
|
Financial income and expenses |
219
|
|
|
42 |
|
|
Income taxes |
221
|
|
|
43 |
|
|
Investments in equity-accounted investees |
224
|
|
|
44 |
|
|
Earnings per share |
224
|
|
|
45 |
|
|
Receivables |
225
|
|
|
46 |
|
|
Inventories |
225
|
|
|
47 |
|
|
Other current assets |
225
|
|
|
48 |
|
|
Other non-current financial assets |
225
|
|
|
49 |
|
|
Non-current receivables |
225
|
|
|
50 |
|
|
Other non-current assets |
226
|
|
|
51 |
|
|
Property, plant and equipment |
227
|
|
|
52 |
|
|
Intangible assets excluding goodwill |
227
|
|
|
53 |
|
|
Goodwill |
228
|
|
|
54 |
|
|
Accrued liabilities |
228
|
|
|
55 |
|
|
Provisions |
228
|
|
|
56 |
|
|
Pensions and postretirement benefits |
231
|
|
|
57 |
|
|
Other current liabilities |
232
|
|
|
58 |
|
|
Short-term debt |
232
|
|
|
59 |
|
|
Long-term debt |
233
|
|
|
60 |
|
|
Other non-current liabilities |
233
|
|
|
61 |
|
|
Contractual obligations |
234
|
|
|
62 |
|
|
Contingent liabilities |
236
|
|
|
63 |
|
|
Stockholders equity |
237
|
|
|
64 |
|
|
Cash from derivatives |
237
|
|
|
65 |
|
|
Proceeds other non-current financial assets |
237
|
|
|
66 |
|
|
Assets in lieu of cash from sale businesses |
237
|
|
|
67 |
|
|
Related-party transactions |
237
|
|
|
68 |
|
|
Fair value of financial assets and liabilities |
237
|
|
|
69 |
|
|
Other financial instruments |
238
|
|
|
70 |
|
|
Subsequent events |
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes to the company financial statements |
243
|
|
|
A |
|
|
Receivables |
243
|
|
|
B |
|
|
Investments in affiliated companies |
243
|
|
|
C |
|
|
Other non-current financial assets |
243
|
|
|
D |
|
|
Other current liabilities |
243
|
|
|
E |
|
|
Short-term debt |
243
|
|
|
F |
|
|
Provisions |
244
|
|
|
G |
|
|
Long-term debt |
244
|
|
|
H |
|
|
Stockholders equity |
244
|
|
|
I |
|
|
Net income |
244
|
|
|
J |
|
|
Employees |
245
|
|
|
K |
|
|
Obligations not appearing in the balance sheet |
245
|
|
|
L |
|
|
Subsequent events |
Philips Annual Report 2007 127
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 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, 2007, 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, 2007, excluded the
following companies acquired by the
Company after January 1, 2007: Health
Watch, Raytel Cardiac Services, VMI
Sistemas Medicos, XIMIS, Emergin, Color
Kinetics, TIR Systems, Partners in
Lighting International, Lighting
Technologies International and Digital
Lifestyle Outfitters. These acquisitions
are wholly-owned subsidiaries of the
Company of which total assets represented
4.3% of consolidated total assets and net
sales represented less than 2% of
consolidated net sales of the Company as
of and for the year ended December 31,
2007. 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 effectiveness of the Companys internal
control over US GAAP
financial reporting as of December 31,
2007, 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.
Board of Management
February 18, 2008
128 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP
information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 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, 2007 and 2006, 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, 2007, appearing on page 130 to 186. We also have audited Koninklijke Philips
Electronics N.V. and subsidiaries internal control over financial reporting as of December 31,
2007, based on criteria established in Internal Control Integrated 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, included in the
accompanying Managements Report on Internal Control over Financial Reporting appearing on page
128. Our responsibility is to express an opinion on these consolidated financial statements and an
opinion on 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 audits of the consolidated 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, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included 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. 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, 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 Health Watch, Raytel Cardiac
Services, VMI Sistemas Medicos, XIMIS, Emergin, Color Kinetics, TIR Systems, Partners in Lighting
International, Lighting
Technologies International and Digital Lifestyle Outfitters (together the Acquired Companies)
during 2007. 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,
2007, the Acquired Companies internal control over financial reporting of which total assets
represented 4.3% of consolidated total assets and net sales represented less than 2% of
consolidated net sales included in the consolidated financial statements of Koninklijke Philips
Electronics N.V. and subsidiaries as of and for the year ended December 31, 2007. 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, 2007 and 2006, and the results of their operations and their cash flows for each
of the years in the three-year period ended December 31, 2007, in conformity with accounting
principles generally accepted in the United States of America. Also 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, 2007, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission.
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 18, 2008
Philips Annual Report 2007 129
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Consolidated statements of income
Consolidated statements of income of the Philips Group for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
|
Sales |
|
|
25,445 |
|
|
|
26,682 |
|
|
|
26,793 |
|
|
|
|
|
Cost of sales |
|
|
(17,498 |
) |
|
|
(18,432 |
) |
|
|
(17,624 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
7,947 |
|
|
|
8,250 |
|
|
|
9,169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
(4,439 |
) |
|
|
(4,655 |
) |
|
|
(4,980 |
) |
|
|
|
|
General and administrative expenses |
|
|
(774 |
) |
|
|
(969 |
) |
|
|
(854 |
) |
|
|
|
|
Research and development expenses |
|
|
(1,593 |
) |
|
|
(1,659 |
) |
|
|
(1,629 |
) |
|
|
|
|
Other business income |
|
|
417 |
|
|
|
234 |
|
|
|
146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3 4 |
|
|
Income from operations |
|
|
1,558 |
|
|
|
1,201 |
|
|
|
1,852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5 |
|
|
Financial income and expenses |
|
|
104 |
|
|
|
28 |
|
|
|
2,613 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
1,662 |
|
|
|
1,229 |
|
|
|
4,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
Income tax expense |
|
|
(526 |
) |
|
|
(167 |
) |
|
|
(622 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income after taxes |
|
|
1,136 |
|
|
|
1,062 |
|
|
|
3,843 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
Results relating to equity-accounted investees |
|
|
1,754 |
|
|
|
(157 |
) |
|
|
763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
(11 |
) |
|
|
(4 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2,879 |
|
|
|
901 |
|
|
|
4,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
Discontinued operations |
|
|
(11 |
) |
|
|
4,482 |
|
|
|
(433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
|
|
Net income |
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued
operation.
The accompanying notes are an integral part of these consolidated financial statements.
130 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP
information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Weighted average number of common shares outstanding (after deduction of treasury stock) during the year (in
thousands) |
|
|
1,249,956 |
|
|
|
1,174,925 |
|
|
|
1,086,128 |
|
Adjusted weighted average number of shares (after deduction of treasury stock) during the year (in thousands) |
|
|
1,253,330 |
|
|
|
1,182,784 |
|
|
|
1,097,435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.30 |
|
|
|
0.77 |
|
|
|
4.24 |
|
Income (loss) from discontinued operations |
|
|
(0.01 |
) |
|
|
3.81 |
|
|
|
(0.40 |
) |
Net income |
|
|
2.29 |
|
|
|
4.58 |
|
|
|
3.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.30 |
|
|
|
0.76 |
|
|
|
4.19 |
|
Income (loss) from discontinued operations |
|
|
(0.01 |
) |
|
|
3.79 |
|
|
|
(0.39 |
) |
Net income |
|
|
2.29 |
|
|
|
4.55 |
|
|
|
3.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid per common share in euros |
|
|
0.40 |
|
|
|
0.44 |
|
|
|
0.60 |
|
Philips Annual Report 2007 131
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
5,886 |
|
|
|
|
|
|
|
8,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9 32 |
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Accounts receivable net |
|
|
4,257 |
|
|
|
|
|
|
|
4,209 |
|
|
|
|
|
|
|
|
|
- Accounts receivable from related parties |
|
|
37 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
- Other receivables |
|
|
438 |
|
|
|
|
|
|
|
435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,732 |
|
|
|
|
|
|
|
4,670 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
Current assets of discontinued operations |
|
|
|
|
|
|
206 |
|
|
|
|
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10 |
|
|
Inventories net |
|
|
|
|
|
|
2,880 |
|
|
|
|
|
|
|
3,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
Other current assets |
|
|
|
|
|
|
1,258 |
|
|
|
|
|
|
|
1,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
14,962 |
|
|
|
|
|
|
|
17,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 |
|
|
Investments in equity-accounted investees |
|
|
|
|
|
|
2,974 |
|
|
|
|
|
|
|
1,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
Other non-current financial assets |
|
|
|
|
|
|
8,055 |
|
|
|
|
|
|
|
3,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
|
Non-current receivables |
|
|
|
|
|
|
214 |
|
|
|
|
|
|
|
84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
Non-current assets of discontinued operations |
|
|
|
|
|
|
225 |
|
|
|
|
|
|
|
164 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14 |
|
|
Other non-current assets |
|
|
|
|
|
|
3,447 |
|
|
|
|
|
|
|
3,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15 26 |
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
7,524 |
|
|
|
|
|
|
|
7,874 |
|
|
|
|
|
|
|
|
|
- Less accumulated depreciation |
|
|
(4,440 |
) |
|
|
|
|
|
|
(4,694 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,084 |
|
|
|
|
|
|
|
3,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16 |
|
|
Intangible assets excluding goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
2,751 |
|
|
|
|
|
|
|
3,244 |
|
|
|
|
|
|
|
|
|
- Less accumulated amortization |
|
|
(938 |
) |
|
|
|
|
|
|
(1,090 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,813 |
|
|
|
|
|
|
|
2,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 |
|
|
Goodwill |
|
|
|
|
|
|
3,723 |
|
|
|
|
|
|
|
4,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
23,535 |
|
|
|
|
|
|
|
18,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,497 |
|
|
|
|
|
|
|
36,343 |
|
The year 2006 is restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
132 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP
information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Liabilities and stockholders equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32 |
|
|
Accounts and notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Trade creditors |
|
|
3,172 |
|
|
|
|
|
|
|
3,083 |
|
|
|
|
|
|
|
|
|
- Accounts payable to related parties |
|
|
271 |
|
|
|
|
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,443 |
|
|
|
|
|
|
|
3,372 |
|
|
1 |
|
|
Current liabilities of discontinued operations |
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
46 |
|
|
18 |
|
|
Accrued liabilities |
|
|
|
|
|
|
3,297 |
|
|
|
|
|
|
|
2,984 |
|
|
19 20 21 27 |
|
|
Short-term provisions |
|
|
|
|
|
|
876 |
|
|
|
|
|
|
|
377 |
|
|
22 |
|
|
Other current liabilities |
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
509 |
|
|
23 24 |
|
|
Short-term debt |
|
|
|
|
|
|
863 |
|
|
|
|
|
|
|
2,345 |
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
9,130 |
|
|
|
|
|
|
|
9,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24 26 |
|
|
Long-term debt |
|
|
|
|
|
|
3,006 |
|
|
|
|
|
|
|
1,212 |
|
|
19 20 21 27 |
|
|
Long-term provisions |
|
|
|
|
|
|
2,417 |
|
|
|
|
|
|
|
2,727 |
|
|
1 |
|
|
Non-current liabilities and minority
interests of discontinued operations |
|
|
|
|
|
|
123 |
|
|
|
|
|
|
|
111 |
|
|
25 |
|
|
Other non-current liabilities |
|
|
|
|
|
|
784 |
|
|
|
|
|
|
|
934 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
6,330 |
|
|
|
|
|
|
|
4,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 27 |
|
|
Contractual obligations and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
|
|
|
|
40 |
|
|
|
|
|
|
|
42 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28 |
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued and fully paid: 1,142,826,763 shares (2006: 1,142,826,763 shares) |
|
|
228 |
|
|
|
|
|
|
|
228 |
|
|
|
|
|
|
|
|
|
Capital in excess of par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
22,085 |
|
|
|
|
|
|
|
25,559 |
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income (loss) |
|
|
1,607 |
|
|
|
|
|
|
|
(1,887 |
) |
|
|
|
|
|
|
|
|
Treasury shares, at cost 77,933,509 shares (2006: 35,933,526 shares) |
|
|
(923 |
) |
|
|
|
|
|
|
(2,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,997 |
|
|
|
|
|
|
|
21,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,497 |
|
|
|
|
|
|
|
36,343 |
|
Philips Annual Report 2007 133
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
|
|
|
|
Loss (income) from discontinued operations |
|
|
11 |
|
|
|
(4,482 |
) |
|
|
433 |
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
713 |
|
|
|
810 |
|
|
|
851 |
|
|
|
|
|
Impairment of equity-accounted investees and available-for-sale securities |
|
|
427 |
|
|
|
8 |
|
|
|
39 |
|
|
|
|
|
Net gain on sale of assets |
|
|
(2,104 |
) |
|
|
(289 |
) |
|
|
(3,159 |
) |
|
|
|
|
(Income) loss from equity-accounted investees |
|
|
(636 |
) |
|
|
228 |
|
|
|
(249 |
) |
|
|
|
|
Dividends received from equity-accounted investees |
|
|
312 |
|
|
|
|
|
|
|
48 |
|
|
|
|
|
Minority interests (net of dividends paid) |
|
|
29 |
|
|
|
3 |
|
|
|
5 |
|
|
|
|
|
Increase in receivables and other current assets |
|
|
(182 |
) |
|
|
(1,354 |
) |
|
|
(439 |
) |
|
|
|
|
(Increase) decrease in inventories |
|
|
(235 |
) |
|
|
2 |
|
|
|
(389 |
) |
|
|
|
|
Increase (decrease) in accounts payable, accrued and other liabilities |
|
|
302 |
|
|
|
(20 |
) |
|
|
186 |
|
|
|
|
|
Increase in non-current receivables/other assets |
|
|
(250 |
) |
|
|
(55 |
) |
|
|
(143 |
) |
|
|
|
|
(Decrease) increase in provisions |
|
|
(140 |
) |
|
|
83 |
|
|
|
(65 |
) |
|
|
|
|
Proceeds from sales of trading securities |
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
|
|
Other items |
|
|
32 |
|
|
|
13 |
|
|
|
37 |
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,147 |
|
|
|
330 |
|
|
|
1,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(74 |
) |
|
|
(101 |
) |
|
|
(118 |
) |
|
|
|
|
Capital expenditures on property, plant and equipment |
|
|
(637 |
) |
|
|
(694 |
) |
|
|
(661 |
) |
|
|
|
|
Proceeds from disposals of property, plant and equipment |
|
|
212 |
|
|
|
107 |
|
|
|
81 |
|
|
29 |
|
|
Cash from (to) derivatives |
|
|
(46 |
) |
|
|
62 |
|
|
|
385 |
|
|
|
|
|
Purchase of other non-current financial assets |
|
|
(18 |
) |
|
|
(31 |
) |
|
|
(17 |
) |
|
30 |
|
|
Proceeds from other non-current financial assets |
|
|
630 |
|
|
|
4 |
|
|
|
4,105 |
|
|
|
|
|
Purchase of businesses, net of cash acquired |
|
|
(1,089 |
) |
|
|
(2,467 |
) |
|
|
(1,485 |
) |
|
|
|
|
Proceeds from sale of interests in businesses |
|
|
2,716 |
|
|
|
318 |
|
|
|
1,640 |
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
1,694 |
|
|
|
(2,802 |
) |
|
|
3,930 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in short-term debt |
|
|
(36 |
) |
|
|
97 |
|
|
|
(158 |
) |
|
|
|
|
Principal payments on long-term debt |
|
|
(362 |
) |
|
|
(543 |
) |
|
|
(152 |
) |
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
74 |
|
|
|
9 |
|
|
|
29 |
|
|
|
|
|
Treasury stock transactions |
|
|
(1,761 |
) |
|
|
(2,755 |
) |
|
|
(1,448 |
) |
|
|
|
|
Dividends paid |
|
|
(504 |
) |
|
|
(523 |
) |
|
|
(639 |
) |
|
|
|
|
Net cash used for financing activities |
|
|
(2,589 |
) |
|
|
(3,715 |
) |
|
|
(2,368 |
) |
|
|
|
|
|
Net cash provided by (used for) continuing operations |
|
|
252 |
|
|
|
(6,187 |
) |
|
|
3,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
|
942 |
|
|
|
524 |
|
|
|
(153 |
) |
|
|
|
|
Net cash (used for) provided by investing activities |
|
|
(409 |
) |
|
|
6,590 |
|
|
|
38 |
|
|
|
|
|
Net cash provided by (used for) financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) discontinued operations |
|
|
533 |
|
|
|
7,114 |
|
|
|
(115 |
) |
|
|
|
|
|
Net cash provided by continuing and discontinued operations |
|
|
785 |
|
|
|
927 |
|
|
|
2,966 |
|
|
|
|
|
|
Effect of changes in exchange rates on cash positions |
|
|
159 |
|
|
|
(197 |
) |
|
|
(112 |
) |
|
|
|
|
Cash and cash equivalents at the beginning of the year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
|
5,293 |
|
|
|
6,023 |
|
|
|
8,877 |
|
|
|
|
|
Less cash and cash equivalents at the end of the year discontinued operations |
|
|
150 |
|
|
|
137 |
|
|
|
108 |
|
|
|
|
|
Cash and cash equivalents at the end of the year continuing operations |
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
134 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP
information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Supplemental disclosures to the consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
|
Net cash paid during the year for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
178 |
|
|
|
211 |
|
|
|
49 |
|
|
|
|
|
Income taxes |
|
|
302 |
|
|
|
632 |
|
|
|
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from the sale of assets |
|
|
3,558 |
|
|
|
429 |
|
|
|
5,826 |
|
|
|
|
|
Book value of these assets |
|
|
(1,390 |
) |
|
|
(193 |
) |
|
|
(2,765 |
) |
|
|
|
|
Deferred results on sale-and-leaseback transactions |
|
|
21 |
|
|
|
27 |
|
|
|
11 |
|
|
|
|
|
Non-cash gains (losses) |
|
|
(85 |
) |
|
|
26 |
|
|
|
87 |
|
|
|
|
|
|
|
|
2,104 |
|
|
|
289 |
|
|
|
3,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing information |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 |
|
|
Assets received in lieu of cash from the sale of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Shares/share options/convertible bonds |
|
|
308 |
|
|
|
188 |
|
|
|
|
|
|
|
|
|
- Receivables/loans |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of convertible personnel debentures |
|
|
|
|
|
|
26 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquired |
|
|
(1,836 |
) |
|
|
(2,899 |
) |
|
|
(1,609 |
) |
|
|
|
|
Exercise of stock options |
|
|
75 |
|
|
|
145 |
|
|
|
161 |
|
The years 2005 and 2006 are restated to present the MedQuist business as discontinued
operation.
The accompanying notes are an integral part of these consolidated financial statements.
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 2007 135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
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) |
|
|
|
|
|
|
|
|
|
change in |
|
|
|
|
|
|
|
|
|
|
|
|
standing |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
on |
|
additional |
|
|
|
|
|
fair value |
|
|
|
|
|
|
|
|
|
total |
|
|
number of |
|
|
|
|
|
capital in |
|
|
|
|
|
currency |
|
available- |
|
minimum |
|
pensions |
|
of cash |
|
|
|
|
|
treasury |
|
stock- |
|
|
shares in |
|
common |
|
excess of |
|
retained |
|
translation |
|
for-sale |
|
pension |
|
(SFAS |
|
flow |
|
|
|
|
|
shares at |
|
holders |
|
|
thousands |
|
stock |
|
par value |
|
earnings |
|
differences |
|
securities |
|
liability |
|
No. 158) |
|
hedges |
|
total |
|
cost |
|
equity |
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 |
|
Total comprehensive income
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,383 |
|
|
|
12 |
|
|
|
4,291 |
|
|
|
214 |
|
|
|
|
|
37 |
|
|
|
4,554 |
|
|
|
|
|
|
|
9,937 |
|
Adoption of SFAS No. 158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331 |
|
|
|
(808 |
) |
|
|
|
|
|
|
(477 |
) |
|
|
|
|
|
|
(477 |
) |
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,168 |
|
Net current period change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(830 |
) |
|
|
(618 |
) |
|
|
|
|
|
|
223 |
|
|
|
19 |
|
|
|
(1,206 |
) |
|
|
|
|
|
|
(1,206 |
) |
Income tax on net current
period change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
(56 |
) |
|
|
(3 |
) |
|
|
(69 |
) |
|
|
|
|
|
|
(69 |
) |
Reclassifications into income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
341 |
|
|
|
(2,615 |
) |
|
|
|
|
|
|
51 |
|
|
|
4 |
|
|
|
(2,219 |
) |
|
|
|
|
|
|
(2,219 |
) |
Total comprehensive income
net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,168 |
|
|
|
(499 |
) |
|
|
(3,233 |
) |
|
|
|
|
|
|
218 |
|
|
|
20 |
|
|
|
(3,494 |
) |
|
|
|
|
|
|
674 |
|
Dividend paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(659 |
) |
Purchase of treasury stock
|
|
|
(53,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,633 |
) |
|
|
(1,633 |
) |
Re-issuance of treasury stock
|
|
|
11,141 |
|
|
|
|
|
|
|
(106 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
340 |
|
|
|
199 |
|
Share-based compensation plans
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
Income tax share-based
compensation plans
|
|
|
|
|
|
|
|
|
|
|
2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2 |
|
Balance as of Dec. 31, 2007
|
|
|
1,064,893 |
|
|
|
228 |
|
|
|
|
|
25,559 |
|
|
|
(2,373 |
) |
|
|
1,048 |
|
|
|
|
|
(590 |
) |
|
|
28 |
|
|
|
(1,887 |
) |
|
|
(2,216 |
) |
|
|
21,684 |
|
The accompanying notes are an integral
part of these consolidated financial
statements.
136 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
results relating |
|
|
|
|
|
|
|
|
research and |
|
|
|
|
|
income from |
|
to equity- |
|
cash flow |
|
|
|
|
|
|
development |
|
income from |
|
operations as a |
|
accounted |
|
before financing |
|
|
sales |
|
expenses |
|
operations |
|
% of sales |
|
investees |
|
activities |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
6,470 |
|
|
|
(584 |
) |
|
|
743 |
|
|
|
11.5 |
|
|
|
7 |
|
|
|
420 |
|
DAP
|
|
|
2,968 |
|
|
|
(171 |
) |
|
|
510 |
|
|
|
17.2 |
|
|
|
|
|
|
|
415 |
|
Consumer Electronics
|
|
|
10,362 |
|
|
|
(321 |
) |
|
|
322 |
|
|
|
3.1 |
|
|
|
2 |
|
|
|
357 |
|
Lighting
|
|
|
6,093 |
|
|
|
(276 |
) |
|
|
675 |
|
|
|
11.1 |
|
|
|
|
|
|
|
(648 |
) |
Innovation & Emerging Businesses
|
|
|
703 |
|
|
|
(598 |
) |
|
|
(101 |
) |
|
|
(14.4 |
) |
|
|
(9 |
) |
|
|
(348 |
) |
Group Management & Services
|
|
|
197 |
|
|
|
|
|
|
|
(297 |
) |
|
|
|
|
|
|
763 |
|
|
|
5,253 |
|
Inter-sector eliminations
|
|
|
|
|
|
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,793 |
|
|
|
(1,629 |
) |
|
|
1,852 |
|
|
|
6.9 |
|
|
|
763 |
|
|
|
5,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
6,448 |
|
|
|
(566 |
) |
|
|
734 |
|
|
|
11.4 |
|
|
|
9 |
|
|
|
(427 |
) |
DAP
|
|
|
2,532 |
|
|
|
(168 |
) |
|
|
370 |
|
|
|
14.6 |
|
|
|
|
|
|
|
(287 |
) |
Consumer Electronics
|
|
|
10,576 |
|
|
|
(385 |
) |
|
|
313 |
|
|
|
3.0 |
|
|
|
3 |
|
|
|
248 |
|
Lighting
|
|
|
5,466 |
|
|
|
(269 |
) |
|
|
577 |
|
|
|
10.6 |
|
|
|
(4 |
) |
|
|
451 |
|
Innovation & Emerging Businesses
|
|
|
1,493 |
|
|
|
(577 |
) |
|
|
(94 |
) |
|
|
(6.3 |
) |
|
|
(12 |
) |
|
|
(625 |
) |
Group Management & Services
|
|
|
167 |
|
|
|
|
|
|
|
(699 |
) |
|
|
|
|
|
|
(153 |
) |
|
|
(1,832 |
) |
Inter-sector eliminations
|
|
|
|
|
|
|
306 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,682 |
|
|
|
(1,659 |
) |
|
|
1,201 |
|
|
|
4.5 |
|
|
|
(157 |
) |
|
|
(2,472 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
6,013 |
|
|
|
(517 |
) |
|
|
688 |
|
|
|
11.4 |
|
|
|
10 |
|
|
|
505 |
|
DAP
|
|
|
2,194 |
|
|
|
(139 |
) |
|
|
324 |
|
|
|
14.8 |
|
|
|
|
|
|
|
384 |
|
Consumer Electronics
|
|
|
10,422 |
|
|
|
(419 |
) |
|
|
404 |
|
|
|
3.9 |
|
|
|
2 |
|
|
|
548 |
|
Lighting
|
|
|
4,775 |
|
|
|
(212 |
) |
|
|
499 |
|
|
|
10.5 |
|
|
|
18 |
|
|
|
(236 |
) |
Innovation & Emerging Businesses
|
|
|
1,905 |
|
|
|
(587 |
) |
|
|
(165 |
) |
|
|
(8.7 |
) |
|
|
(8 |
) |
|
|
(96 |
) |
Group Management & Services
|
|
|
136 |
|
|
|
|
|
|
|
(192 |
) |
|
|
|
|
|
|
1,732 |
|
|
|
1,736 |
|
Inter-sector eliminations
|
|
|
|
|
|
|
281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,445 |
|
|
|
(1,593 |
) |
|
|
1,558 |
|
|
|
6.1 |
|
|
|
1,754 |
|
|
|
2,841 |
|
The years 2005 and 2006 have been restated to present the MedQuist business as a
discontinued operation. As of January 2007, the following key portfolio changes
have been applied to the Philips Group structure: Other Activities was renamed
Innovation & Emerging Businesses; Unallocated was renamed Group Management &
Services; GSU activities and Miscellaneous were transferred from Innovation &
Emerging Businesses to Group Management & Services; Consumer Healthcare Solutions
was moved from DAP to Innovation & Emerging Businesses. Also, of January 2007,
certain Corporate/Regional/Country overhead and Corporate Intellectual Property
costs were allocated
to the operating divisions to further improve transparency of the total cost structure. As
a consequence of the aforementioned, prior-year financials have been restated.
The following sectors are distinguished as reportable segments: Medical
Systems, Domestic Appliances and Personal Care (DAP), Consumer Electronics
(CE), Lighting, Innovative & Emerging Businesses (I&EB) and Group Management
& Services (GMS). 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 and Optical Licenses.
Lighting: Consists of the following lines of business Lamps, Luminaires, Lighting
Electronics, Automotive, Special Lighting & UHP and Lumileds.
I&EB: 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.
GMS: 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 postretiremen! benefit costs not directly allocated
to the other sectors.
Philips Annual Report 2007 137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
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 |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
6,033 |
|
|
|
4,104 |
|
|
|
1,877 |
|
|
|
3,264 |
|
|
|
150 |
|
|
|
81 |
|
DAP
|
|
|
1,779 |
|
|
|
1,136 |
|
|
|
643 |
|
|
|
1,109 |
|
|
|
86 |
|
|
|
77 |
|
Consumer Electronics
|
|
|
2,534 |
|
|
|
(246 |
) |
|
|
2,780 |
|
|
|
183 |
|
|
|
78 |
|
|
|
79 |
|
Lighting
|
|
|
5,133 |
|
|
|
3,886 |
|
|
|
1,238 |
|
|
|
3,307 |
|
|
|
249 |
|
|
|
217 |
|
Innovation & Emerging Businesses
|
|
|
1,409 |
|
|
|
1,001 |
|
|
|
297 |
|
|
|
1,001 |
|
|
|
68 |
|
|
|
49 |
|
Group Management & Services
|
|
|
19,122 |
|
|
|
705 |
|
|
|
4,068 |
|
|
|
605 |
|
|
|
30 |
|
|
|
59 |
|
|
|
|
36,010 |
|
|
|
10,586 |
|
|
|
10,903 |
|
|
|
9,469 |
|
|
|
661 |
|
|
|
562 |
|
Discontinued operations
|
|
|
333 |
|
|
|
|
|
|
|
157 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,343 |
|
|
|
|
|
|
|
11,060 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
6,096 |
|
|
|
4,125 |
|
|
|
1,922 |
|
|
|
3,503 |
|
|
|
76 |
|
|
|
72 |
|
DAP
|
|
|
1,768 |
|
|
|
1,138 |
|
|
|
630 |
|
|
|
1,204 |
|
|
|
84 |
|
|
|
69 |
|
Consumer Electronics
|
|
|
2,516 |
|
|
|
(228 |
) |
|
|
2,735 |
|
|
|
149 |
|
|
|
72 |
|
|
|
71 |
|
Lighting
|
|
|
3,719 |
|
|
|
2,527 |
|
|
|
1,185 |
|
|
|
2,244 |
|
|
|
343 |
|
|
|
205 |
|
Innovation & Emerging Businesses
|
|
|
1,431 |
|
|
|
748 |
|
|
|
512 |
|
|
|
874 |
|
|
|
14 |
|
|
|
71 |
|
Group Management & Services
|
|
|
22,536 |
|
|
|
208 |
|
|
|
4,438 |
|
|
|
646 |
|
|
|
105 |
|
|
|
66 |
|
|
|
|
38,066 |
|
|
|
8,518 |
|
|
|
11,422 |
|
|
|
8,620 |
|
|
|
694 |
|
|
|
554 |
|
Discontinued operations
|
|
|
431 |
|
|
|
|
|
|
|
169 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,497 |
|
|
|
|
|
|
|
11,591 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
5,160 |
|
|
|
3,179 |
|
|
|
1,942 |
|
|
|
2,673 |
|
|
|
65 |
|
|
|
64 |
|
DAP
|
|
|
896 |
|
|
|
370 |
|
|
|
526 |
|
|
|
449 |
|
|
|
73 |
|
|
|
85 |
|
Consumer Electronics
|
|
|
2,657 |
|
|
|
(296 |
) |
|
|
2,939 |
|
|
|
154 |
|
|
|
68 |
|
|
|
70 |
|
Lighting
|
|
|
3,642 |
|
|
|
2,491 |
|
|
|
1,132 |
|
|
|
2,196 |
|
|
|
206 |
|
|
|
164 |
|
Innovation & Emerging Businesses
|
|
|
1,072 |
|
|
|
226 |
|
|
|
2,406 |
|
|
|
324 |
|
|
|
80 |
|
|
|
102 |
|
Group Management & Services
|
|
|
15,994 |
|
|
|
(531 |
) |
|
|
2,122 |
|
|
|
744 |
|
|
|
145 |
|
|
|
57 |
|
|
|
|
29,421 |
|
|
|
5,439 |
|
|
|
11,067 |
|
|
|
6,540 |
|
|
|
637 |
|
|
|
542 |
|
Discontinued operations
|
|
|
4,484 |
|
|
|
|
|
|
|
1,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
12,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The years 2005 and 2006 have been restated to present the MedQuist business as a discontinued operation.
Also, the years 2005 and 2006 have been restated to reflect certain reclassifications between the sectors related to: key
portfolio changes, and the allocation of certain
central cost to the operating divisions.
Goodwill assigned to sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
|
|
|
carrying value at |
|
|
|
|
|
|
|
differences and |
|
carrying value at |
|
|
January 1 |
|
acquisitions |
|
divestments |
|
impairment |
|
other changes |
|
December 31 |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems
|
|
|
2,290 |
|
|
1
|
|
|
|
|
|
|
(233 |
) |
|
|
2,058 |
|
DAP
|
|
|
463 |
|
|
(4)
|
|
|
|
|
|
|
(42 |
) |
|
|
417 |
|
Consumer Electronics
|
|
|
18 |
|
|
11
|
|
|
|
|
|
|
(2 |
) |
|
|
27 |
|
Lighting
|
|
|
636 |
|
|
695
|
|
|
|
|
|
|
(87 |
) |
|
|
1,244 |
|
Innovation & Emerging Businesses
|
|
|
316 |
|
|
107
|
|
|
|
|
|
|
(34 |
) |
|
|
389 |
|
Group Management & Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,723 |
|
|
810
|
|
|
|
|
|
|
(398 |
) |
|
|
4,135 |
|
138 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
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 |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands
|
|
|
1,159 |
|
|
|
14,008 |
|
|
|
1,969 |
|
|
|
1,200 |
|
|
|
163 |
|
|
|
151 |
|
United States
|
|
|
6,725 |
|
|
|
8,125 |
|
|
|
6,766 |
|
|
|
5,172 |
|
|
|
118 |
|
|
|
103 |
|
Germany
|
|
|
2,014 |
|
|
|
1,364 |
|
|
|
(219 |
) |
|
|
305 |
|
|
|
50 |
|
|
|
46 |
|
France
|
|
|
1,784 |
|
|
|
694 |
|
|
|
(131 |
) |
|
|
103 |
|
|
|
23 |
|
|
|
26 |
|
United Kingdom
|
|
|
1,250 |
|
|
|
1,037 |
|
|
|
692 |
|
|
|
720 |
|
|
|
13 |
|
|
|
8 |
|
China
|
|
|
1,707 |
|
|
|
1,231 |
|
|
|
(516 |
) |
|
|
168 |
|
|
|
36 |
|
|
|
42 |
|
Other countries
|
|
|
12,154 |
|
|
|
9,551 |
|
|
|
2,025 |
|
|
|
1,801 |
|
|
|
258 |
|
|
|
186 |
|
|
|
|
26,793 |
|
|
|
36,010 |
|
|
|
10,586 |
|
|
|
9,469 |
|
|
|
661 |
|
|
|
562 |
|
Discontinued operations
|
|
|
|
|
|
|
333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands
|
|
|
1,088 |
|
|
|
10,646 |
|
|
|
3,479 |
|
|
|
1,132 |
|
|
|
242 |
|
|
|
162 |
|
United States
|
|
|
7,153 |
|
|
|
7,866 |
|
|
|
4,439 |
|
|
|
5,162 |
|
|
|
211 |
|
|
|
98 |
|
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 |
|
|
|
131 |
|
|
|
163 |
|
|
|
|
26,682 |
|
|
|
38,066 |
|
|
|
8,518 |
|
|
|
8,620 |
|
|
|
694 |
|
|
|
554 |
|
Discontinued operations
|
|
|
|
|
|
|
431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands
|
|
|
1,036 |
|
|
|
5,562 |
|
|
|
2,534 |
|
|
|
1,110 |
|
|
|
240 |
|
|
|
138 |
|
United States
|
|
|
6,803 |
|
|
|
7,087 |
|
|
|
3,273 |
|
|
|
3,743 |
|
|
|
56 |
|
|
|
74 |
|
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 |
|
|
|
|
25,445 |
|
|
|
29,421 |
|
|
|
5,439 |
|
|
|
6,540 |
|
|
|
637 |
|
|
|
542 |
|
Discontinued operations
|
|
|
|
|
|
|
4,484 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,905 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued
operation.
Philips Annual Report 2007 139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
Company financial statements |
Significant accounting policies
Significant 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.
Unrealized losses are also eliminated but considered an impairment indicator of the assets
transferred.
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. Items in the income statement and cash flow statement are
translated into euros using the average rates of exchange for the periods involved. 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 functional 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 judgments 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 judgments 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 materially from the estimate. Assumptions used are further explained in
the related notes.
Estimates significantly impact goodwill and intangibles acquired, tax on activities disposed,
impairments, financial instruments, liabilities from employee benefit plans, various provisions
including tax and other contingencies such as asbestos product liability. 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.
The fair value of financial instruments that are not traded in an active market is determined by
using valuation techniques. The Company uses its judgment to select a variety of methods including
the discounted cash
flow method and option valuation models and make assumptions that are mainly based on market
conditions existing at each balance sheet date.
Actuarial assumptions are established to anticipate future events and are used in calculating
pension and other postretirement benefit expense and liability. These factors include assumptions
with respect to interest rates, expected investment returns on plan assets, rates of increase in
health care costs, rates of future compensation increases, turnover rates, and life expectancy.
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 2007 presentation.
Discontinued operations and non-current assets held for sale.
The Company has determined that the
level of a reporting unit is the component 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.
Cash flow statements
Cash flow statements have been prepared using the indirect method. Cash flows in foreign currencies
have been translated into euros using the 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.
Segments
Operating segments are components of the Companys business activities about which separate
financial information is available that is evaluated regularly by the chief operating
decision-maker or the Board of Management of the Company. The Board of Management decides how to
allocate resources and assesses performance. The Company has determined that reportable segments
are the same as the operating segments. Reportable segments comprise the Companys business
sectors: Medical Systems, Domestic Appliances and Personal Care, Consumer Electronics, Lighting and
Innovation & Emerging Businesses, and Group Management & Services. The sectors are organized based
on the type of products produced and the nature of the markets served. Segment accounting policies
are the same as the accounting policies as described in this note.
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
140 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Lighting, DAP and CE 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 other than obligations under warranty. 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 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 postretiremen! 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
pension 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.
Upon adoption of SFAS No. 158, the Company presented the effect of adopting SFAS No. 158 as a
component of total comprehensive income. This net effect of EUR 477 million should not have been
included in total comprehensive income but only as an adjustment to total accumulated other
comprehensive income. The 2006 total comprehesive income has been adjusted to reflect the
application of SFAS No. 158 appropriately.
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 payments
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 2005.
There was no impact in 2006 and 2007.
Philips Annual Report 2007 141
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
Significant accounting policies |
|
|
|
|
|
|
|
|
|
|
|
2005 |
Net income |
|
|
|
|
|
|
|
|
|
As reported |
|
|
2,868 |
|
|
|
|
|
|
Add: Stock-based compensation expenses included in
reported net income, net of related taxes |
|
|
65 |
|
|
|
|
|
|
Deduct: stock-based compensation expenses
determined using the fair-value method,
net of related taxes |
|
|
(77 |
) |
|
|
|
|
|
Pro forma |
|
|
2,856 |
|
|
|
|
|
|
Basic earnings per share (in euros): |
|
|
|
|
|
|
|
|
|
As reported |
|
|
2.29 |
|
|
|
|
|
|
Pro forma |
|
|
2.28 |
|
|
|
|
|
|
Diluted earnings per share (in euros): |
|
|
|
|
|
|
|
|
|
As reported |
|
|
2.29 |
|
|
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Pro forma |
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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.
Advertising
Advertising costs are expensed as incurred.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases are recognized
in the income statement on a straight-line basis over the term of the lease.
Leases in which the Company has substantially all the risk and rewards of ownership are
classified as finance leases. Finance leases are capitalized at the leases commencement at the
lower of the fair value of leased property and the present value of the minimum lease payments.
Each lease payment is allocated between the liability and finance charges so as to achieve a
constant rate of interest on the finance balance liabilities. The property, plant and equipment
acquired under finance leases is depreciated over the shorter of the useful life of the assets
and the lease term.
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 carryforwards, are recognized,
net of a valuation allowance, if it is more likely than not that the asset or a portion thereof
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.
Uncertain tax position
Income tax benefit from an uncertain tax position is recognized only if it is more likely than not
that the tax position will be sustained upon examination by the relevant taxing authorities, based
on the technical merits of the position. The income tax benefit recognized in the financial
statements from such position is measured based on the largest benefit that is more than 50% likely
to be realized upon settlement with a taxing authority that has full knowledge of all relevant
information. The liability for unrecognized tax benefits, including related interest and penalties,
is recorded as other non-current liabilities. Interest is presented as part of financial expenses
while penalty is classified as part of current tax expense in the income statement.
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 assets or liabilities and are accounted for at
trade date. 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. 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. Gains or losses arising from changes in fair value of derivatives are recognized in the
income statement, except for derivatives that are highly effective and qualify for cash flow or net
investment hedge accounting.
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 a 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 designated as a fair value hedge of an interest-bearing asset or liability
that are unwound, the amount of the fair value adjustment to the asset or liability for the risk
being hedged is released to the income statement over the remaining life of the asset or liability
based on the recalculated effective yield.
Non-derivative financial instruments
Non-derivative financial instruments are recognized initially at cost or fair value. Financial
assets transferred to another party are derecognized to the extent that the Company surrenders
control over those assets in exchange for a consideration other than beneficial exchange for
interest in the transferred assets. Financial liabilities are
142 Philips Annual Report 2007
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246
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Reconciliation of
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250 |
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Corporate governance
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258 |
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The Philips Group
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260 |
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Investor information |
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non-US GAAP information
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in the last ten years |
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derecognized if and only if they are extinguished. Non-derivative financial instruments are
accounted for as a sale to the extent that a consideration other than beneficial interests in the
transferred assets is received in exchange. The Company has surrendered control over transferred
assets if and only if: (i) the transferred assets have been isolated from the Company beyond its
reach and its creditor even in bankruptcy or other receivership, (ii) the transferree has the right
to pledge or exchange the assets it received, and no condition both constrains the transferee from
taking advantage of its right to pledge or exchange and provides more than a trivial benefit to the
Company, and (iii) the Company does not maintain effective control over the transferred assets.
Regular way 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 receivable 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 the receivables
and accounts for them as a sale only to the extent that the Company has surrended control over the receivables in exchange for a
consideration other than beneficial interest in the transferred receivables.
Long-term receivables are initially recognized at their net present value using an appropriate
interest rate. Any discount is amortized to income over the life of the receivable using the
effective yield.
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.
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 equity 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 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 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 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 of discounts or accretion of premiums 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. The Company
assesses its long-term investments accounted for as available-for-sale on a quarterly basis to
determine whether declines in market value below cost are other-than-temporary, the cost basis for
the individual security is reduced and a loss is realized in the period in which it occurs. When
the decline is determined to be temporary, the unrealized losses are included in other
comprehensive income.
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 their fair value.
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.
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 during the construction period. Government grants are
Philips Annual Report 2007 143
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
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Significant
accounting policies |
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|
deducted
from the cost of the related asset. Depreciation is calculated using the
straight-line method over the useful 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 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 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 useful lives.
Remaining useful lives are evaluated every year to determine whether events and circumstances
warrant a revision to the remaining period of amortization. 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.
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.
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 and indefinite lived tangibles in accordance with the provisions
of SFAS No. 141 Business Combinations and SFAS
No. 142Goodwill and Other Intangible Assets.
Accordingly, goodwill and indefinite lived intangibles are not amortized but tested for impairment
annually 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
goodwill impairment test of 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
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 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 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,Accounting for Costs Associated with Exit or Disposal Activities 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.
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 and the amounts can be reasonably estimated.
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 2007
Several accounting pronouncements relevant to the Company
were adopted in 2007:
SFAS No. 156 Accounting for Servicing of Financial Assets
The Company adopted SFAS No. 156 Accounting for Servicing of Financial Assets, an amendment to 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 contact. The effects of adopting this
standard were not material.
144 Philips Annual Report 2007
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246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
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258 The Philips Group
in the last ten years
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|
260 Investor information |
FIN 46 (R) 6 Determining the Variability to be Considered in Applying
FASB Interpretation No. 46(R)
This FASB interpretation was issued
on April 13, 2006 and addresses how a company
should determine the variability to be considered for variable interest entities.
Adoption of this FSP did not change the conclusions of assessments of variable
interest entities in previous periods.
FIN 48 Accounting for Uncertainty in Income Taxes
The Company adopted FASB
Interpretation No. 48,Accounting for Uncertainty in Income Taxes an
interpretation of FASB Statement No. 109, which clarifies the accounting for
uncertainty in income taxes recognized in the financial statements in accordance
with SFAS No. 109,Accounting for Income Taxes. This interpretation provides 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. Under FIN 48, the Company may recognize the tax benefit from an
uncertain tax position only if it is more likely than not that the tax position
will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements
from such position should be measured based on the largest benefit that is more
than 50% likely to be realized upon settlement with a taxing authority. FIN 48
also provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The Company adopted the
provisions of FIN 48 as of January 1, 2007 and this did not result in an adjustment
to existing liabilities nor the opening balance of retained earnings.
Accounting standards effective as from 2008
FASB
issued several pronouncements with an effective date on or after January 1, 2008, of which the following are applicable to the Company:
SFAS
No. 157Fair Value Measurements
In September 2006, the FASB issued SFAS No.
157 Fair Value Measurements. This standard establishes a single definition of
fair value and a framework for measuring fair value, sets out a fair value
hierarchy to be used to classify the source of information used in fair value
measurements, and requires new disclosures of assets and liabilities measured at
fair value based on their level in the hierarchy. SFAS No. 157 is effective for
all fiscal years beginning after November 15, 2007
(January 1, 2008 for Philips) and
is to be applied prospectively. The Company is currently evaluating the impacts
and disclosures of this standard.
SFAS No. 159 The Fair Value Option for Financial Assets and
Financial Liabilities
In February 2007, the FASB issued
SFAS No. 159,The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 permits an entity to
choose, at specified election dates, to measure eligible financial instruments and
certain other items at fair value that are not currently required to be measured
at fair value. An entity shall report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each subsequent
reporting date. Upfront costs and fees related to items for which the fair value
is elected shall be recognized in the income statements as incurred and not
deferred. SFAS No. 159 also established presentation and disclosure requirements
designed to facilitate comparisons between entities that choose different
measurement attributes for similar types of assets and liabilities. SFAS No. 159
is effective for fiscal years beginning after November 15, 2007
(January 1, 2008 for
Philips). The Company has evaluated this Standard and at present does not plan to
avail itself of this option.
Philips Annual Report 2007 145
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
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Notes
to the group financial statements |
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Notes to the Group financial statements
All
amounts in millions of euros unless otherwise stated. The years 2005 and
2006 have been restated to present the MedQuist business as a discontinued
operation. Also, the years 2005 and 2006 have been restated to reflect
certain reclassifications between the sectors related to: key portfolio
changes, and the allocation of certain central costs to the operating
divisions.
1
Discontinued operations
MedQuist
On
November 2, 2007, the Company announced the decision to proceed with the sale of its
approximately 70% ownership interest in MedQuist. The financial results attributable to the
Companys interest in MedQuist have been presented as discontinued operations. Prior-year
consolidated financial statements have been restated to conform to this presentation. The decision
has resulted in an impairment charge of EUR 325 million in 2007, presented under discontinued
operations. This non-cash charge does not affect equity as it relates to the cumulative
translation differences of the USD-denominated investment in MedQuist, which have accumulated
within equity since the date of acquisition.
The following table summarizes the results of the MedQuist business included in the consolidated
statements of income as discontinued operations for 2005, 2006 and 2007:
|
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2005 |
|
2006 |
|
2007 |
Sales |
|
|
330 |
|
|
|
293 |
|
|
|
244 |
|
|
|
|
|
|
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|
|
|
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|
Costs and expenses |
|
|
(412 |
) |
|
|
(304 |
) |
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|
(271 |
) |
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|
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|
Impairment charge |
|
|
|
|
|
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(360)1 |
) |
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|
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|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
(82 |
) |
|
|
(11 |
) |
|
|
(387 |
) |
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|
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Income tax |
|
|
20 |
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|
|
29 |
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|
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(8 |
) |
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|
Result of equity- accounted investees |
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|
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|
1 |
|
|
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|
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|
Minority interests |
|
|
14 |
|
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|
4 |
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Results from discontinued operations |
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|
(48 |
) |
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|
18 |
|
|
|
(390 |
) |
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|
|
1) |
|
Including EUR 35 million following the annual impairment
test. |
The following table presents the assets and liabilities of the MedQuist
business, classified as discontinued operations, in the consolidated balance sheets as at
December 31, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
Cash and cash equivalents |
|
|
137 |
|
|
|
108 |
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
41 |
|
|
|
41 |
|
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|
|
|
|
|
|
Equity-accounted investees |
|
|
4 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
15 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
Intangible assets including goodwill |
|
|
199 |
|
|
|
141 |
|
|
|
|
|
|
|
|
|
|
Other assets |
|
|
35 |
|
|
|
23 |
|
|
|
|
|
|
|
|
|
|
Assets of discontinued operations |
|
|
431 |
|
|
|
333 |
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
6 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
Provisions |
|
|
32 |
|
|
|
32 |
|
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
40 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
Minority interest |
|
|
91 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
Liabilities of discontinued operations |
|
|
169 |
|
|
|
157 |
|
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 NXP
Semiconductors at a cost of EUR 854 million. A gain of EUR 4,283 million was recorded on
the sale, net of taxes, and net of costs directly associated with this transaction of
approximately EUR 367 million.
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 NXP Semiconductors consists of 19.9% of the preferred
shares and 17.5% of the common shares. The Company cannot exert significant influence over
the operating or financial policies of NXP and the investment is accounted for as a
cost-method investment under other non-current financial assets.
Philips and NXP have continuing relationships through shared research and development
activities and through license agreements. Additionally, through the purchase of component
products, namely semiconductor products for the consumer electronic sector, Philips and
NXP have a continuing relationship for the foreseeable future. The Company 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 statements of income as discontinued operations for 2005 and the period
through its divestment on September 29, 2006. The 2007 results mainly relate to the
settlement of pensions and income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
|
2007 |
Sales |
|
|
4,620 |
|
|
|
3,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
(4,313 |
) |
|
|
(3,319 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Result on sale of discontinued
operations |
|
|
|
|
|
|
4,953 |
|
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
307 |
|
|
|
5,315 |
|
|
|
(69 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(80 |
) |
|
|
(768 |
) |
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Result of equity- accounted investees |
|
|
(73 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
(34 |
) |
|
|
(49 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results from discontinued operations |
|
|
120 |
|
|
|
4,435 |
|
|
|
(43 |
) |
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 |
|
146 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information |
|
|
|
in the last ten years |
|
|
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 with Toppoly. The company was named TPO, and the
transaction was completed in the first half of 2006.
Philips separately reported the results of the MDS business as a discontinued operation, and
previous years were restated.
The following table summarizes the results of the MDS business included in the consolidated
statements of income as discontinued operations for 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
2006 |
Sales |
|
|
653 |
|
|
|
194 |
|
Costs and expenses |
|
|
(736 |
) |
|
|
(165 |
) |
Income (loss) before taxes |
|
|
(83 |
) |
|
|
29 |
|
Income taxes |
|
|
|
|
|
|
|
|
Results from discontinued operations |
|
|
(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.
2
Acquisitions and divestments
2007
During 2007, Philips 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 2007 relate to the acquisitions of Partners in Lighting and Color
Kinetics, currently Philips Solid-State Lighting Solutions. 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 2007, included in the
Companys consolidated statement of income for 2007, amounted to EUR 262 million and a loss of
EUR 39 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 |
|
Partners in Lighting |
|
|
561 |
|
|
|
47 |
|
|
|
217 |
|
|
|
297 |
|
Color Kinetics |
|
|
515 |
|
|
|
(29 |
) |
|
|
187 |
|
|
|
357 |
|
|
|
|
1) |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow |
1) |
|
divested |
2) |
|
gain (loss) |
|
LG.Philips LCD |
|
|
1,548 |
|
|
|
1,040 |
|
|
|
508 |
|
|
|
|
1) |
|
Net of cash divested |
|
2) |
|
Includes the release of cumulative translation differences |
Partners
in Lighting (PLI)
On February 5, 2007, Philips acquired 100% of the shares of PLI,
a leading European manufacturer of home luminaires. Philips acquired
PLI from CVC Capital Partners, a private equity investment company,
at a net cash consideration of EUR 561 million paid upon completion
of the transaction. As of the date of acquisition, PLI has been consolidated within the Lighting division.
The following table summarizes the fair value of PLIs assets and liabilities acquired on
February 5, 2007:
|
|
|
|
|
|
|
February 5, 2007 |
|
Total purchase price (net of cash) |
|
|
561 |
|
|
|
|
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
97 |
|
Other non-current financial assets |
|
|
1 |
|
Working capital |
|
|
114 |
|
Deferred tax liabilities |
|
|
(67 |
) |
Long-term debt |
|
|
(50 |
) |
Short-term debt |
|
|
(34 |
) |
Provisions |
|
|
(14 |
) |
Intangible assets |
|
|
217 |
|
Goodwill |
|
|
297 |
|
|
|
|
561 |
|
The goodwill recognized is related to the complementary technical skills and talent of PLIs
workforce and the synergies expected to be achieved from integrating PLI into the Lighting
division.
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Customer relationships |
|
|
156 |
|
|
|
20 |
|
Trademarks and trade names |
|
|
61 |
|
|
|
20 |
|
|
|
|
217 |
|
|
|
|
|
PLI contributed a positive income from operations of EUR 24 million to the Group for the period
from February 5 to December 31, 2007.
Color
Kinetics
On August 24, 2007, Philips completed the acquisition of 100% of the shares Color Kinetics, a
leader in designing and marketing innovative lighting systems based on Light Emitting Diode
(LED) technology at a net cash consideration of EUR 515 million. As of the date of acquisition
Color Kinetics has been consolidated within the Lighting division.
The following table summarizes the initial fair value of Color Kinetics
assets and liabilities acquired on August 24, 2007:
|
|
|
|
|
|
|
August 24, 2007 |
|
Total purchase price (net of cash) |
|
|
515 |
|
|
|
|
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
7 |
|
Working capital |
|
|
16 |
|
Deferred tax |
|
|
(52 |
) |
Intangible assets |
|
|
186 |
|
In process R&D |
|
|
1 |
|
Goodwill |
|
|
357 |
|
|
|
|
515 |
|
The allocation of the purchase price to the net assets acquired had not yet been finalized as of
December 31, 2007, as further information related to intangible asset valuations and certain other
matters remained outstanding. The goodwill recognized is related mainly to the complementary
technological expertise of Color Kinetics workforce and the synergies expected to be achieved from
integrating Color Kinetics into the Lighting division.
Philips Annual Report 2007 147
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
The amount of purchased in-process research and development acquired and written off in 2007
was EUR 1 million. This amount is included in the consolidated statement of income under
Research and development expenses.
Other intangible assets, excluding in-process research and development, are comprised of
the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period in |
|
|
|
amount |
|
|
years |
|
Trademarks and trade names |
|
|
1 |
|
|
|
1 |
|
Developed and core technology |
|
|
113 |
|
|
|
10-20 |
|
Customer relationships |
|
|
68 |
|
|
|
7-18 |
|
Other |
|
|
4 |
|
|
|
2-10 |
|
|
|
|
186 |
|
|
|
|
|
Color Kinetics contributed a loss from operations of EUR 8 million to the Group for the
period from August 24 to December 31, 2007.
Pro forma
disclosures on acquisitions
The following table presents the year-to-date unaudited pro-forma
results of Philips, assuming PLI and Color Kinetics had been
consolidated as of January 1, 2007:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2007 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
Philips Group |
|
Sales |
|
|
26,793 |
|
|
|
75 |
|
|
|
26,868 |
|
Income from operations |
|
|
1,852 |
|
|
|
|
|
|
|
1,852 |
|
Net income |
|
|
4,168 |
|
|
|
(2 |
) |
|
|
4,166 |
|
Basic
earnings per share in euros |
|
|
3.84 |
|
|
|
|
|
|
|
3.84 |
|
|
|
|
1) |
|
Pro forma adjustments include sales, income from operations and net income from continuing
operations of the acquired companies from January 1, 2007 to the date of acquisition. 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, 2007 to the date of acquisition and elimination
of non-recurring integration costs. Purchase-price accounting effects primarily relate to the
amortization of intangible assets (EUR 10 million, excluding the write-off of research and
development assets). |
The following table presents the year-to-date unaudited pro-forma results of Philips, assuming
PLI and Color Kinetics had been
consolidated as of January 1, 2006:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2007 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
Philips Group |
|
Sales |
|
|
26,682 |
|
|
|
454 |
|
|
|
27,136 |
|
Income from operations |
|
|
1,201 |
|
|
|
14 |
|
|
|
1,215 |
|
Net income |
|
|
5,383 |
|
|
|
26 |
|
|
|
5,409 |
|
Basic earnings per
share in euros |
|
|
4.58 |
|
|
|
|
|
|
|
4.60 |
|
|
|
|
1) |
|
Pro forma adjustments
include sales, income from operations
and net income from continuing
operations of the acquired companies
for 2006. As Philips
finances its acquisitions with own funds,
the pro forma adjustments exclude the cost
of external funding incurred in 2006. The
pro forma adjustments also reflect the
impact of the purchase-price accounting
effects of 2006. These effects primarily
relate to the amortization of intangible
assets (EUR 26 million, excluding the
write-off of research and development
assets) and inventory step-ups (EUR 26
million).
|
LG.Philips
LCD
On October 10, 2007, Philips sold 46,400,000 shares of common stock in LG.Philips LCD (LPL)
to financial institutions in a capital markets transaction. This transaction represented 13%
of LPLs issued share capital and reduced Philips holding to 19.9%. The transaction
resulted in a gain of EUR 508 million, reported under Results relating to equity-accounted
investees.
Philips is represented on the board of directors and continued to exercise influence by
participating in the policy-making processes of LPL. Accordingly,
Philips continued to apply equity accounting for LPL in 2007.
2006
During 2006, Philips entered into a number of acquisitions and completed several
divestments. All acquisitions have been accounted for using the purchase method of
accounting.
Major acquisitions in 2006 relate to the acquisitions of Lifeline Systems (Lifeline), Witt
Biomedical, Avent and Intermagnetics. The remaining acquisitions, 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 |
|
|
acquired |
1) |
|
assets |
|
|
goodwill |
|
Lifeline |
|
|
583 |
|
|
|
(77 |
) |
|
|
319 |
|
|
|
341 |
|
Witt Biomedical |
|
|
110 |
|
|
|
(9 |
) |
|
|
29 |
|
|
|
90 |
|
Avent |
|
|
689 |
|
|
|
(47 |
) |
|
|
392 |
|
|
|
344 |
|
Intermagnetics |
|
|
993 |
|
|
|
(53 |
) |
|
|
313 |
|
|
|
733 |
|
|
|
|
1 |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow1) |
|
|
divested2) |
|
|
gain |
|
CryptoTec |
|
|
30 |
|
|
|
(1 |
) |
|
|
31 |
|
Philips
Enabling Technologies (ETG) |
|
|
45 |
|
|
|
42 |
|
|
|
3 |
|
Philips Sound Solutions (PSS) |
|
|
53 |
|
|
|
10 |
|
|
|
43 |
|
FEI Company |
|
|
154 |
|
|
|
78 |
|
|
|
76 |
|
|
|
|
1) |
|
Net of cash divested |
|
2) |
|
Includes the release of cumulative translation differences |
148 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Lifeline
On March 22, 2006, Philips completed its acquisition of Lifeline, a provider of personal emergency
response services. Philips acquired a 100% interest in Lifeline by paying USD 47.75 per share in
cash. As of the date of acquisition, Lifeline has been consolidated, as part of Consumer Healthcare
Solutions, within the Innovation & Emerging Businesses sector.
The following table summarizes the fair value of Lifelines assets and liabilities acquired 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 in |
|
|
|
amount |
|
|
years |
|
Trademarks 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. As of the date of aquisition, 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 Witt Biomedicals assets and liabilities acquired
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 |
|
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period in |
|
|
|
amount |
|
|
years |
|
Backlog |
|
|
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 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 fair value of Avents assets and liabilities acquired 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 |
|
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period |
|
|
|
amount |
|
|
in years |
|
Trademarks and trade names |
|
|
242 |
|
|
indefinite |
Customer relationships and patents |
|
|
150 |
|
|
|
5-18 |
|
|
|
|
392 |
|
|
|
|
|
Intermagnetics
On November 9, 2006, Philips acquired 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.
Philips Annual Report 2007 149
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
Notes to the group financial statements |
|
|
The following table summarizes the fair value of Intermagnetics assets and liabilities
acquired on November 9, 2006:
|
|
|
|
|
|
|
November 9, 2006 |
|
Total purchase price (net of cash) |
|
|
993 |
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
45 |
|
Working capital |
|
|
66 |
|
Deferred tax liabilities |
|
|
(96 |
) |
Provisions |
|
|
(9 |
) |
Long-term debt |
|
|
(1 |
) |
Short-term debt |
|
|
(58 |
) |
In-process R&D |
|
|
39 |
|
Other intangible assets |
|
|
274 |
|
Goodwill |
|
|
733 |
|
|
|
|
993 |
|
Adjusted for the effects of the final purchase price allocation completed in 2007.
The amount of purchased in-process research and development acquired and written off was EUR 39
million. This amount is included in the consolidated statement of income under Research and
development expenses.
Other intangible assets, excluding in-process research and development, is comprised of the
following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period |
|
|
|
amount |
|
|
in years |
|
Core and existing technology |
|
|
181 |
|
|
|
6 |
|
Trademarks and trade names |
|
|
8 |
|
|
|
10 |
|
Customer relationships |
|
|
81 |
|
|
|
9 |
|
Miscellaneous |
|
|
4 |
|
|
|
2 |
|
|
|
|
274 |
|
|
|
|
|
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.
Pro forma disclosures on acquisitions
The following table presents 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 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
Philips Group |
|
Sales |
|
|
26,682 |
|
|
|
236 |
|
|
|
26,918 |
|
Income from operations |
|
|
1,201 |
|
|
|
(7 |
) |
|
|
1,194 |
|
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 table presents 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 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
Philips Group |
|
Sales |
|
|
25,445 |
|
|
|
415 |
|
|
|
25,860 |
|
Income from operations |
|
|
1,558 |
|
|
|
(22 |
) |
|
|
1,536 |
|
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 ncurred 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). |
Crypto Tec
On March 31, 2006, Philips transferred its Crypto Tec activities to Irdeto, a provider of 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, Philips 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.
150 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
FEI Company
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 76 million. The gain is included in Results relating to equity-accounted investees.
2005
During 2005, Philips completed several divestments, acquisitions and ventures. All business
combinations have been accounted for using the purchase method of accounting. Major business
combinations in 2005 relate to the acquisitions of Stentor and Lumileds.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 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 |
|
|
divested |
1) |
|
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, Philips 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. Since the date of aquisition, Stentor has been
consolidated within the Medical Systems sector.
Lumileds
In November 2005, Philips acquired an incremental 47.25% of Lumileds shares from Agilent, at a cost
of EUR 788 million, which brought the Philips participating share to a level of 96.5%. The full
business was included in the Lighting sector. In 2006, Philips acquired the remaining 3.5% of the
shares.
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 |
|
Intangible assets |
|
|
262 |
|
In-process R&D |
|
|
6 |
|
Long-term debt |
|
|
(35 |
) |
|
|
|
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.
Intangible assets, excluding in-process research and development, is comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period |
|
|
|
amount |
|
|
in years |
|
Core technology |
|
|
55 |
|
|
|
8 |
|
Existing technology |
|
|
91 |
|
|
|
7 |
|
Customer relationships |
|
|
101 |
|
|
|
11 |
|
Luxeon trade name |
|
|
14 |
|
|
|
16 |
|
Backlog |
|
|
1 |
|
|
|
1 |
|
|
|
|
262 |
|
|
|
|
|
The following table presents the year-to-date unaudited pro-forma results of Philips, assuming
Lumileds had been consolidated as of January 1, 2005:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2005 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma Philips |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
Group |
|
Sales |
|
|
25,445 |
|
|
|
235 |
|
|
|
25,680 |
|
Income from
operations |
|
|
1,558 |
|
|
|
(20 |
) |
|
|
1,538 |
|
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. |
Philips Annual Report 2007 151
|
|
|
|
|
128
Group financial statements
Notes to the group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
The following table presents the year-to-date unaudited pro-forma results of Philips,
assuming Lumileds had been consolidated as of January 1, 2004:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2004 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma Philips |
|
|
|
Philips Group |
|
|
adjustments |
1) |
|
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 (TPV), 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. Philips accounts for the investment in TPV using the equity method since the Company can
exercise significant influence.
Philips Pension Competence Center
In September 2005, Philips 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 Philips of EUR 189 million. Contemporaneously,
Philips sold 9,375,000 common shares. In December 2005, Philips sold 18 million common shares. As a
result of these two transactions, Philips had a cash inflow of EUR 938 million and 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, Philipss 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 accounted
for this investment using the equity method of accounting.
Great Nordic
In September 2005, Philips 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, Philips 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.
3
Income from operations
For information related to sales and income from operations on a geographical and segmental basis,
see Information by sectors and main countries that begins on page 137
of this Annual Report.
Sales composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Goods |
|
|
22,912 |
|
|
|
24,107 |
|
|
|
24,270 |
|
Services |
|
|
2,027 |
|
|
|
2,073 |
|
|
|
1,973 |
|
Licenses |
|
|
506 |
|
|
|
502 |
|
|
|
550 |
|
|
|
|
25,445 |
|
|
|
26,682 |
|
|
|
26,793 |
|
Salaries and wages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Salaries and wages |
|
|
4,403 |
|
|
|
4,613 |
|
|
|
4,607 |
|
Pension costs |
|
|
216 |
|
|
|
155 |
|
|
|
111 |
|
Other social security and similar charges: |
|
|
|
|
|
|
|
|
|
|
|
|
Required by law |
|
|
593 |
|
|
|
635 |
|
|
|
634 |
|
Voluntary |
|
|
(24 |
) |
|
|
104 |
|
|
|
101 |
|
|
|
|
5,188 |
|
|
|
5,507 |
|
|
|
5,453 |
|
Salaries and wages include an amount of EUR 35 million (2006: EUR 78 million, 2005: EUR 106
million) relating to restructuring charges.
See note 20 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):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Production |
|
|
58,466 |
|
|
|
59,955 |
|
|
|
61,447 |
|
Research & development |
|
|
13,659 |
|
|
|
13,227 |
|
|
|
12,804 |
|
Other |
|
|
28,338 |
|
|
|
27,694 |
|
|
|
28,469 |
|
Permanent employees |
|
|
100,463 |
|
|
|
100,876 |
|
|
|
102,720 |
|
Temporary employees |
|
|
15,609 |
|
|
|
16,225 |
|
|
|
16,660 |
|
Continuing operations |
|
|
116,072 |
|
|
|
117,101 |
|
|
|
119,380 |
|
Discontinued operations1) |
|
|
44,815 |
|
|
|
44,040 |
|
|
|
6,276 |
|
|
|
|
1) |
|
Average number of discontinued operations relates to MDS, Semiconductors and
MedQuist MDS was reported until June 2006 and Semiconductors until September 2006. |
In many countries, employees render services under collective labor
agreements, of which a significant portion expires within a year.
152 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Depreciation and amortization
Depreciation of property, plant and equipment and amortization
of intangibles are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Depreciation of property, plant and equipment |
|
|
542 |
|
|
|
554 |
|
|
|
562 |
|
Amortization of internal-use software |
|
|
78 |
|
|
|
71 |
|
|
|
76 |
|
Amortization of other intangible assets |
|
|
87 |
|
|
|
152 |
|
|
|
200 |
|
Write-off of in-process R&D |
|
|
6 |
|
|
|
33 |
|
|
|
13 |
|
|
|
|
713 |
|
|
|
810 |
|
|
|
851 |
|
Depreciation of property, plant and equipment includes an additional write-off in connection
with the retirement of property, plant and equipment amounting to EUR 28 million (2006: EUR 20
million, 2005: EUR 13 million).
Included in depreciation of property, plant and equipment is an amount
of EUR 22 million (2006: EUR 17 million, 2005: EUR 42 million) relating to impairment charges.
Depreciation of property, plant and equipment and amortization of software are primarily
included in cost of sales.
In 2007, no goodwill impairments were recorded (2006: nil, 2005: nil).
Rent
Rent expenses amounted to EUR 334 million (2006: EUR 392 million, 2005: EUR 378 million).
Selling expenses
Advertising and sales promotion costs incurred totaled EUR 994 million
(2006: EUR 865 million, 2005: EUR 829 million) and are included in selling expenses. Shipping and
handling costs of EUR 496 million are also included (2006: EUR 558 million, 2005: EUR 497 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 820 million
(2006: EUR 882 million, 2005: EUR 758 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 34 million (2006: EUR 87 million, 2005: EUR 16 million).
Research and development expenses
Expenditures for research and development activities amounted to EUR 1,629 million, representing
6.1% of Group sales (2006: EUR 1,659 million, 6.2% of Group sales; 2005: EUR 1,593 million, 6.3% of
Group sales).
For information related to research and development expenses on a segmental basis, see the
section Information by sectors and main countries that begins on page
137 of this Annual Report.
Other business income
Other business income consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Results on disposal of businesses |
|
|
175 |
|
|
|
103 |
|
|
|
1 |
|
Results on disposal of fixed assets |
|
|
152 |
|
|
|
107 |
|
|
|
92 |
|
Remaining business income (expense) |
|
|
90 |
|
|
|
24 |
|
|
|
53 |
|
|
|
|
417 |
|
|
|
234 |
|
|
|
146 |
|
Results on the disposal of businesses consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Philips Sound Solutions |
|
|
|
|
|
|
43 |
|
|
|
|
|
CryptoTec |
|
|
|
|
|
|
31 |
|
|
|
|
|
Connected Displays (Monitors) |
|
|
136 |
|
|
|
23 |
|
|
|
|
|
Philips Pension Competence Center |
|
|
42 |
|
|
|
|
|
|
|
|
|
Other |
|
|
(3 |
) |
|
|
6 |
|
|
|
1 |
|
|
|
|
175 |
|
|
|
103 |
|
|
|
1 |
|
In 2007, the results on the sale of fixed assets mainly related to the sale of certain buldings in
Austria and the Netherlands as well as land in the US. Remaining business income is mainly
attributable to certain
settlements and the finalization of several divestitures.
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.
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.
4
Restructuring charges
In 2007, a charge of EUR 37 million was recorded for restructuring. There were no goodwill
impairment charges in 2007, 2006 and 2005. The components of restructuring charges recorded in 2005,
2006 and 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Personnel lay-off costs |
|
|
106 |
|
|
|
78 |
|
|
|
35 |
|
Write-down of assets |
|
|
10 |
|
|
|
5 |
|
|
|
4 |
|
Other restructuring costs |
|
|
18 |
|
|
|
4 |
|
|
|
3 |
|
Release of excess provisions |
|
|
(8 |
) |
|
|
(5 |
) |
|
|
(5 |
) |
|
|
|
126 |
|
|
|
82 |
|
|
|
37 |
|
The restructuring charges are included in the following line items
in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Cost of sales |
|
|
74 |
|
|
|
63 |
|
|
|
24 |
|
Selling expenses |
|
|
32 |
|
|
|
8 |
|
|
|
4 |
|
G&A expenses |
|
|
4 |
|
|
|
6 |
|
|
|
4 |
|
R&D expenses |
|
|
16 |
|
|
|
5 |
|
|
|
5 |
|
|
|
|
126 |
|
|
|
82 |
|
|
|
37 |
|
Philips Annual Report 2007 153
|
|
|
|
|
128
Group financial statements
Notes to the group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
The most significant new projects in 2007
|
|
Within Lighting: Restructuring of the Oss plant in the Netherlands,
from mass manufacturing to a competence center, and the closure
of fluorescent lamp-based LCD backlighting activities. |
|
|
|
Within Group Management & Services: Philips Electronics
North America moving from New York to Andover. |
The movements in the provisions and liabilities for restructuring costs in 2007 are presented by
sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
Dec. 31, |
|
|
|
2006 |
|
|
additions |
|
|
utilized |
|
|
released |
|
|
changes1) |
|
|
2007 |
|
Medical Systems |
|
|
13 |
|
|
|
1 |
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
DAP |
|
|
6 |
|
|
|
1 |
|
|
|
(4 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
2 |
|
CE |
|
|
12 |
|
|
|
7 |
|
|
|
(11 |
) |
|
|
|
|
|
|
|
|
|
|
8 |
|
Lighting |
|
|
45 |
|
|
|
24 |
|
|
|
(51 |
) |
|
|
(4 |
) |
|
|
|
|
|
|
14 |
|
I&EB |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
GMS |
|
|
16 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
19 |
|
|
|
|
92 |
|
|
|
38 |
|
|
|
(80 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
|
|
44 |
|
|
|
|
1) |
|
Other changes primarily relate to translation differences |
Additions to the provisions and liabilities, and the write-down of assets in 2007 of EUR 42 million
are presented by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
personnel |
|
|
other |
|
|
down of |
|
|
|
|
|
|
costs |
|
|
costs |
|
|
assets |
|
|
total |
|
Medical Systems |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
DAP |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
CE |
|
|
6 |
|
|
|
1 |
|
|
|
|
|
|
|
7 |
|
Lighting |
|
|
22 |
|
|
|
2 |
|
|
|
4 |
|
|
|
28 |
|
I&EB |
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
GMS |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
4 |
|
|
|
|
35 |
|
|
|
3 |
|
|
|
4 |
|
|
|
42 |
|
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 |
|
|
changes |
1) |
|
2006 |
|
Medical Systems |
|
|
|
|
|
|
14 |
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
13 |
|
DAP |
|
|
3 |
|
|
|
13 |
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
6 |
|
CE |
|
|
23 |
|
|
|
12 |
|
|
|
(19 |
) |
|
|
(3 |
) |
|
|
(1 |
) |
|
|
12 |
|
Lighting |
|
|
6 |
|
|
|
43 |
|
|
|
(2 |
) |
|
|
(2 |
) |
|
|
|
|
|
|
45 |
|
I&EB / GMS |
|
|
30 |
|
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
16 |
|
|
|
|
62 |
|
|
|
82 |
|
|
|
(43 |
) |
|
|
(5 |
) |
|
|
(4 |
) |
|
|
92 |
|
|
|
|
1) |
|
Other changes primarily relate to translation differences |
Additions to the provision and liabilities, and the write-down of assets in 2006 of EUR 87 million
are presented by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
personnel |
|
|
other |
|
|
down of |
|
|
|
|
|
|
costs |
|
|
costs |
|
|
assets |
|
|
total |
|
Medical Systems |
|
|
13 |
|
|
|
1 |
|
|
|
|
|
|
|
14 |
|
DAP |
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
13 |
|
CE |
|
|
11 |
|
|
|
1 |
|
|
|
|
|
|
|
12 |
|
Lighting |
|
|
41 |
|
|
|
2 |
|
|
|
5 |
|
|
|
48 |
|
I&EB / GMS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
78 |
|
|
|
4 |
|
|
|
5 |
|
|
|
87 |
|
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 Innovation & Emerging
businesses, 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 |
|
|
|
35 |
|
|
|
(38 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
6 |
|
I&EB / GMS |
|
|
59 |
|
|
|
16 |
|
|
|
(14 |
) |
|
|
(3 |
) |
|
|
(28 |
) |
|
|
30 |
|
|
|
|
107 |
|
|
|
124 |
|
|
|
(133 |
) |
|
|
(8 |
) |
|
|
(28 |
) |
|
|
62 |
|
|
|
|
1) |
|
Other changes primarily related to translation differences |
Additions to the provision and liabilities, and the write-down of assets
in 2005 of EUR 134 million are presented by sector as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
write- |
|
|
|
|
|
|
personnel |
|
|
|
|
|
|
down of |
|
|
|
|
|
|
costs |
|
|
other costs |
|
|
assets |
|
|
total |
|
Medical Systems |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
2 |
|
DAP |
|
|
3 |
|
|
|
1 |
|
|
|
|
|
|
|
4 |
|
CE |
|
|
54 |
|
|
|
13 |
|
|
|
|
|
|
|
67 |
|
Lighting |
|
|
32 |
|
|
|
3 |
|
|
|
|
|
|
|
35 |
|
I&EB / GMS |
|
|
16 |
|
|
|
|
|
|
|
10 |
|
|
|
26 |
|
|
|
|
106 |
|
|
|
18 |
|
|
|
10 |
|
|
|
134 |
|
154 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
5
Financial income and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Interest income |
|
|
87 |
|
|
|
150 |
|
|
|
236 |
|
Interest expense |
|
|
(289 |
) |
|
|
(339 |
) |
|
|
(279 |
) |
Net interest expense |
|
|
(202 |
) |
|
|
(189 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from non-current financial
assets |
|
|
240 |
|
|
|
334 |
|
|
|
2,697 |
|
Foreign exchange results |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
Other financing income (expense) |
|
|
65 |
|
|
|
(119 |
) |
|
|
(40 |
) |
|
|
|
306 |
|
|
|
217 |
|
|
|
2,656 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
28 |
|
|
|
2,613 |
|
Interest income increased by EUR 86 million
during 2007, mainly as a result of higher
average cash balances and higher average
interest rates realized during 2007, compared
to 2006.
Interest expense decreased by EUR 60 million during
2007, mainly as a result of lower average debt
positions and lower interest costs on derivatives
related to hedging of Philips foreign currency
denominated cash balances and intercompany funding
positions.
In 2007, income from non-current financial
assets totaled EUR 2,697 million, and included
EUR 2,528 million from the sale of shares in
TSMC, EUR 31 million gain on sale of shares in
Nuance Communications, EUR 10 million loss on
sale of shares in JDS Uniphase and a cash
dividend of EUR 128 million from TSMC. 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 a 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 2007, other financial charges included an
impairment charge of EUR 36 million in relation to the
investment in JDS Uniphase, and a EUR 12 million gain
as a result of the fair value change in the conversion
option embedded in the convertible bond received from
TPV Technology. In 2006, other financial charges
include an impairment charge of EUR 77 million in
relation to the investment in TPO Display, a EUR 61
million loss as a result of the fair value change in
the conversion option embedded in the convertible bond
received from TPV Technology and a EUR 29 million gain
as a result of increases in the fair value of the
trading securities held in TSMC. In 2005, other
financial charges included a EUR 53 million fair value
gain on the conversion option embedded in the TPV
Technology convertible bond.
6
Income taxes
The tax expense on income before tax amounted to EUR 622 million
(2006: EUR 167 million, 2005: EUR 526 million).
The components of income before taxes and income tax expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Netherlands |
|
|
616 |
|
|
|
444 |
|
|
|
2,770 |
|
Foreign |
|
|
1,046 |
|
|
|
785 |
|
|
|
1,695 |
|
Income before taxes |
|
|
1,662 |
|
|
|
1,229 |
|
|
|
4,465 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
3 |
|
|
|
81 |
|
|
|
(41 |
) |
Deferred taxes |
|
|
(92 |
) |
|
|
(58 |
) |
|
|
(144 |
) |
|
|
|
(89 |
) |
|
|
23 |
|
|
|
(185 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(454 |
) |
|
|
(273 |
) |
|
|
(360 |
) |
Deferred taxes |
|
|
17 |
|
|
|
83 |
|
|
|
(77 |
) |
|
|
|
(437 |
) |
|
|
(190 |
) |
|
|
(437 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(526 |
) |
|
|
(167 |
) |
|
|
(622 |
) |
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 25.5% (2006: 29.6%; 2005: 31.5%).
A reconciliation of the weighted average statutory
income tax rate to the effective income tax rate is as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Weighted average statutory
income tax rate |
|
|
32.5 |
|
|
|
30.1 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Changes in the valuation allowance: |
|
|
|
|
|
|
|
|
|
|
|
|
- utilization of previously reserved
loss carryforwards |
|
|
(3.2 |
) |
|
|
(1.6 |
) |
|
|
(0.2 |
) |
- new loss carryforwards not
expected to be realized |
|
|
3.1 |
|
|
|
2.2 |
|
|
|
0.9 |
|
- additions (releases) |
|
|
(9.3 |
) |
|
|
3.4 |
|
|
|
(3.5 |
) |
Non-tax-deductible impairment charges |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
Non-taxable income |
|
|
(10.0 |
) |
|
|
(16.0 |
) |
|
|
(17.3 |
) |
Non-tax-deductible expenses |
|
|
4.2 |
|
|
|
8.9 |
|
|
|
1.2 |
|
Withholding and other taxes |
|
|
16.3 |
|
|
|
1.3 |
|
|
|
(0.2 |
) |
Tax rate changes |
|
|
0.7 |
|
|
|
(6.5 |
) |
|
|
2.6 |
|
Tax incentives and other |
|
|
(2.7 |
) |
|
|
(8.2 |
) |
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
31.6 |
|
|
|
13.6 |
|
|
|
13.9 |
|
The weighted average statutory tax rate declined in 2007
compared to 2006 due to change of the tax rates in
certain countries, primarily due to a reduction in the
Netherlands.
Philips Annual Report 2007 155
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
240 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
The effective tax rate is lower than the weighted
average statutory income tax rate in 2007, mainly
due to non-taxable income related
to dividend and the sale of shares of TSMC, and releases in the valuation allowance due to
re-assessment by management, which is partly offset
by reductions of deferred tax assets due to tax rate changes, and by
other including reassessment of uncertain tax
positions and of prior-year tax returns.
Deferred tax assets and liabilities
Deferred tax assets and liabilities relate to the following balance sheet captions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
assets |
|
|
liabilities |
|
|
assets |
|
|
liabilities |
|
Intangible assets |
|
|
97 |
|
|
|
(330 |
) |
|
|
110 |
|
|
|
(298 |
) |
Property, plant and equipment |
|
|
90 |
|
|
|
(60 |
) |
|
|
126 |
|
|
|
(55 |
) |
Inventories |
|
|
158 |
|
|
|
(20 |
) |
|
|
164 |
|
|
|
(47 |
) |
Prepaid pension costs |
|
|
10 |
|
|
|
(590 |
) |
|
|
18 |
|
|
|
(784 |
) |
Other receivables |
|
|
70 |
|
|
|
(20 |
) |
|
|
52 |
|
|
|
(9 |
) |
Other assets |
|
|
420 |
|
|
|
(20 |
) |
|
|
58 |
|
|
|
(34 |
) |
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
383 |
|
|
|
(63 |
) |
|
|
444 |
|
|
|
(9 |
) |
- Restructuring |
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
- Guarantees |
|
|
10 |
|
|
|
|
|
|
|
13 |
|
|
|
|
|
-Termination benefits |
|
|
20 |
|
|
|
|
|
|
|
19 |
|
|
|
|
|
-Other postretirement benefits |
|
|
100 |
|
|
|
|
|
|
|
147 |
|
|
|
|
|
- Other provisions |
|
|
460 |
|
|
|
(140 |
) |
|
|
368 |
|
|
|
(277 |
) |
Other |
|
|
169 |
|
|
|
(25 |
) |
|
|
192 |
|
|
|
(35 |
) |
Total deferred tax assets/liabilities |
|
|
2,007 |
|
|
|
(1,268 |
) |
|
|
1,711 |
|
|
|
(1,548 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax loss carryforwards (including
tax credit carryforwards) |
|
|
1,000 |
|
|
|
|
|
|
|
1,014 |
|
|
|
|
|
Net deferred tax position |
|
|
1,739 |
|
|
|
|
|
|
|
1,177 |
|
|
|
|
|
Valuation allowances |
|
|
(721 |
) |
|
|
|
|
|
|
(494 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax assets |
|
|
1,018 |
|
|
|
|
|
|
|
683 |
|
|
|
|
|
In assessing the realizability of deferred tax assets,
managements 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, 2007,
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 was EUR 494 million and EUR 721
million as of December 31, 2007 and 2006,
respectively. The net changes in the total
valuation allowance, due to re-assessement by
management, were a decrease of EUR 227 million, a
decrease of
EUR 214 million and an increase of EUR 40 million
for the years ended December 31, 2007, 2006 and
2005, respectively.
At December 31, 2007, operataing loss carryforwards expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
|
un- |
|
Total |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2017 |
|
|
later |
|
|
limited |
|
4,496 |
|
|
8 |
|
|
|
11 |
|
|
|
5 |
|
|
|
14 |
|
|
|
10 |
|
|
|
6 |
|
|
|
884 |
|
|
|
3,558 |
|
The Company also has tax credit carryforwards
of EUR 77 million, which are available to
offset future tax, if any, and which expire as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
|
un- |
|
Total |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2017 |
|
|
later |
|
|
limited |
|
77 |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
2 |
|
|
|
4 |
|
|
|
5 |
|
|
|
25 |
|
|
|
39 |
|
Classification of the deferred tax assets and liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Deferred tax
assets under other current assets |
|
|
489 |
|
|
|
399 |
|
Deferred tax
assets under other non-current assets |
|
|
1,138 |
|
|
|
971 |
|
Deferred tax
liabilities under provisions |
|
|
(609 |
) |
|
|
(687 |
) |
|
|
|
1,018 |
|
|
|
683 |
|
Classification of the income tax payable and receivable is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Income tax
receivable under current receivables |
|
|
105 |
|
|
|
52 |
|
Income tax
receivable under noncurrent receivables |
|
|
25 |
|
|
|
14 |
|
Income tax
payable under accrued liabilities |
|
|
(519 |
) |
|
|
(154 |
) |
Income tax
payable under non-current liabilities |
|
|
(36 |
) |
|
|
(1 |
) |
Uncertain tax positions
The Company adopted the provisions of FASB Interpretation No. 48,
Accounting for Uncertainity in Income Taxes, on January 1, 2007.
As a result o the implementation of FIN 48, the Company reassessed
its tax positions and concluded that no cumulative effect adjustment
relating to adopting FIN 48 is required on January 1, 2007.
A reconciliation of the beginning and ending amount of unrecognised
tax benefits is as follows:
|
|
|
|
|
Balance January 1, 2007 |
|
|
719 |
|
Additions based on tax positions related to the current year |
|
|
116 |
|
Additions for tax positions of prior years |
|
|
23 |
|
Reductions for tax positions of prior years for: |
|
|
|
|
Charge in judgement |
|
|
(28 |
) |
Settlement during the period |
|
|
(159 |
) |
Lapses of applicable statute of limitation |
|
|
(1 |
) |
Currency differences |
|
|
(43 |
) |
Balance at December 31, 2007 |
|
|
627 |
|
The estimated timing of cash payments associated with unrecognised
tax positions amounting to EUR 627 million is not reliably estimable.
The total amount of unrecognized tax benefits that, if recognised, would affect
the effective tax rate is EUR 577 million.
Unrecognised tax benefits including interest and penalties are accounted
for as follows:
|
|
|
|
|
Netted against deferred tax assets |
|
|
143 |
|
Netted against income tax receivable |
|
|
100 |
|
Noncurrent portion of other liabilities |
|
|
429 |
|
156 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Estimated interest and penalties relating to
unrecognized tax benefits are classified as a
component of finance charges and income tax expense, respectively. During the years ended
December 31, 2007, 2006, and 2005, the Company
recognized EUR 14 million, EUR 6 million, and EUR 5
million respectively in interest and penalties. In
addition, the Company accrued EUR 45 million and EUR
37 million in interest and penalties at December 31,
2007 and 2006, respectively.
In many cases, unrecognized tax benefits are
related to tax years that remain subject to
examination by the relevant tax authorities.
The following table summarizes these open years
by major jurisdictions:
Major jurisdiction
|
|
|
|
|
|
|
Open tax years |
|
United States |
|
|
2003 2007 |
|
United Kingdom |
|
|
2001 2007 |
|
Germany |
|
|
1997 2007 |
|
France |
|
|
2004 2007 |
|
Netherlands |
|
|
2006 2007 |
|
HongKong |
|
|
2005 2007 |
|
There are no positions for which it is
reasonably possible that the total amounts of
unrecognized tax benefits will significantly
increase or decrease within 12 months of the
reporting date.
7
Investments in equity-accounted investees
Results relating to equity-accounted investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Companys participation in income and loss |
|
|
513 |
|
|
|
(180 |
) |
|
|
271 |
|
Gains on sales of shares |
|
|
1,545 |
|
|
|
79 |
|
|
|
514 |
|
Gains arising from dilution effects |
|
|
165 |
|
|
|
14 |
|
|
|
|
|
Investment impairment/other charges |
|
|
(469 |
) |
|
|
(70 |
) |
|
|
(22 |
) |
|
|
|
1,754 |
|
|
|
(157 |
) |
|
|
763 |
|
Detailed information on the aforementioned
individual line items is set out below.
Companys participation in income and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
LG.Philips LCD |
|
|
146 |
|
|
|
(196 |
) |
|
|
260 |
|
LG.Philips Displays |
|
|
(39 |
) |
|
|
|
|
|
|
|
|
Others |
|
|
406 |
|
|
|
16 |
|
|
|
11 |
|
|
|
|
513 |
|
|
|
(180 |
) |
|
|
271 |
|
2007
The Company had a share in income, mainly
related to LG.Philips LCD.
Philips is represented on the board of
directors and continued to exercise influence
by participating in the policy-making processes
of LPL. Accordingly, Philips continued to apply
equity accounting for LPL in 2007.
2006
The Company had a share in losses, 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.
Results on sales of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
FEI Company |
|
|
|
|
|
|
76 |
|
|
|
|
|
NAVTEQ |
|
|
753 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
460 |
|
|
|
|
|
|
|
|
|
LG.Philips LCD |
|
|
332 |
|
|
|
|
|
|
|
508 |
|
Others |
|
|
|
|
|
|
3 |
|
|
|
6 |
|
|
|
|
1,545 |
|
|
|
79 |
|
|
|
514 |
|
2007
In 2007, Philips sold 46,400,000 shares of
LG.Philips LCD common stock, resulting in a gain
of EUR 508 million. As a result of the sale,
Philips shareholding in LG.Philips LCD was
reduced from 32.9% to 19.9%.
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%.
Gains and losses arising from dilution effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
TPV |
|
|
|
|
|
|
14 |
|
|
|
|
|
LG.Philips LCD |
|
|
189 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
|
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.
Investment impairment/other charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
LG.Philips Displays |
|
|
(458 |
) |
|
|
(61 |
) |
|
|
(22 |
) |
Others |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
(469 |
) |
|
|
(70 |
) |
|
|
(22 |
) |
Philips
Annual Report 2007 157
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Notes to the group financial statements
2007
The voluntary support of social plans for
employees impacted by the bankruptcy of
certain LG.Philips Displays activities
amounted to EUR 22 million.
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 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 LG.Philips Displays banks.
Investments in, and loans to, equity-accounted investees
The changes during 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loans |
|
|
investments |
|
|
total |
|
Investment in equity-accounted
investees as
of January 1, 2007 |
|
|
5 |
|
|
|
2,969 |
|
|
|
2,974 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
|
|
|
|
10 |
|
|
|
10 |
|
Sales/repayments |
|
|
(4 |
) |
|
|
(1,040 |
) |
|
|
(1,044 |
) |
Share in income/value adjustments |
|
|
|
|
|
|
271 |
|
|
|
271 |
|
Dividends received |
|
|
|
|
|
|
(48 |
) |
|
|
(48 |
) |
Translation and exchange rate
differences |
|
|
(1 |
) |
|
|
(276 |
) |
|
|
(277 |
) |
Investments in equity-accounted
investees as of December 31, 2007 |
|
|
|
|
|
|
1,886 |
|
|
|
1,886 |
|
Included in investments is EUR 404 million (2006:
EUR 741 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 393 million
(2006: EUR 731 million) for LG.Philips LCD.
The total carrying value of investments
in, and loans to, equity-accounted
investees is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
share- |
|
|
|
|
|
|
share- |
|
|
|
|
|
|
holding % |
|
|
amount |
|
|
holding % |
|
|
amount |
|
LG.Philips LCD |
|
|
32.9 |
|
|
|
2,625 |
|
|
|
19.9 |
|
|
|
1,607 |
|
Other
equity-accounted investees |
|
|
|
|
|
|
349 |
|
|
|
|
|
|
|
279 |
|
|
|
|
|
|
|
|
2,974 |
|
|
|
|
|
|
|
1,886 |
|
The fair value of Philips shareholdings in
the publicly listed company LG.Philips LCD,
based on quoted market prices at December 31,
2007 was EUR 2,556 million.
The investments in equity-accounted
investees are mainly included in the sector
Group Management & Services.
Summarized information of equity-accounted investees
Summarized financial information for the Companys investments in equity-accounted
investees, on a combined basis, is presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Net sales |
|
|
20,083 |
|
|
|
13,599 |
|
|
|
15,799 |
|
Income (loss) before taxes |
|
|
2,269 |
|
|
|
(626 |
) |
|
|
1,304 |
|
Income taxes |
|
|
117 |
|
|
|
187 |
|
|
|
(169 |
) |
Other income (loss) |
|
|
(94 |
) |
|
|
(36 |
) |
|
|
(1 |
) |
Net income (loss) |
|
|
2,292 |
|
|
|
(475 |
) |
|
|
1,134 |
|
|
Total share in net income (loss) of
equity-accounted investees recognized
in the consolidated statements of
income |
|
|
513 |
|
|
|
(180 |
) |
|
|
271 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2007 |
|
Current assets |
|
|
4,758 |
|
|
|
6,380 |
|
Non-current assets |
|
|
9,788 |
|
|
|
6,406 |
|
|
|
|
14,546 |
|
|
|
12,786 |
|
Current liabilities |
|
|
(4,188 |
) |
|
|
(3,340 |
) |
Non-current liabilities |
|
|
(3,453 |
) |
|
|
(2,429 |
) |
Net asset value |
|
|
6,905 |
|
|
|
7,017 |
|
|
Investments in and loans to equity-accounted
investees included in the consolidated balance
sheet |
|
|
2,974 |
|
|
|
1,886 |
|
158 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation
of
non-US GAAP information
|
|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
in the last ten years
|
|
260 Investor information |
|
|
|
|
|
|
|
|
|
|
|
|
|
8
Earnings per share
The earnings per share (EPS) data have been calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
2006 |
|
|
|
|
|
2007 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
2,879 |
|
|
|
|
|
|
|
901 |
|
|
|
|
|
|
|
4,601 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(11 |
) |
|
|
|
|
|
|
4,482 |
|
|
|
|
|
|
|
(433 |
) |
Net income available to holders of common shares |
|
|
|
|
|
|
2,868 |
|
|
|
|
|
|
|
5,383 |
|
|
|
|
|
|
|
4,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares |
|
|
|
|
|
|
1,249,955,546 |
|
|
|
|
|
|
|
1,174,924,579 |
|
|
|
|
|
|
|
1,086,128,418 |
|
Plus incremental share from assumed conversions of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and restricted share rights |
|
|
2,771,955 |
|
|
|
|
|
|
|
6,817,690 |
|
|
|
|
|
|
|
10,203,409 |
|
|
|
|
|
Convertible debentures |
|
|
602,863 |
|
|
|
|
|
|
|
1,042,061 |
|
|
|
|
|
|
|
1,103,117 |
|
|
|
|
|
Dilutive potential common shares1) |
|
|
|
|
|
|
3,374,818 |
|
|
|
|
|
|
|
7,859,751 |
|
|
|
|
|
|
|
11,306,526 |
|
Adjusted weighted average number of shares |
|
|
|
|
|
|
1,253,330,364 |
|
|
|
|
|
|
|
1,182,784,330 |
|
|
|
|
|
|
|
1,097,434,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
2.30 |
|
|
|
|
|
|
|
0.77 |
|
|
|
|
|
|
|
4.24 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
3.81 |
|
|
|
|
|
|
|
(0.40 |
) |
Net income |
|
|
|
|
|
|
2.29 |
|
|
|
|
|
|
|
4.58 |
|
|
|
|
|
|
|
3.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
2.30 |
|
|
|
|
|
|
|
0.76 |
|
|
|
|
|
|
|
4.19 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(0.01 |
) |
|
|
|
|
|
|
3.79 |
|
|
|
|
|
|
|
(0.39 |
) |
Net income |
|
|
|
|
|
|
2.29 |
|
|
|
|
|
|
|
4.55 |
|
|
|
|
|
|
|
3.80 |
|
|
|
|
1) |
|
In 2007, 27 million securities (2006: 19 million, 2005: 34 million) that could
potentially dilute basic EPS were not included in the computation of dilutive EPS because
the effect would have been antidilutive for the periods presented. |
9
Receivables
Accounts
receivable, net, include installment accounts receivable of EUR 3
million (2006: EUR 8 million).
Income taxes receivable (current portion) totaling EUR 52 millon (2006: EUR 105 million) are included under receivables.
The change in the allowance for doubtful accounts receivable are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
404 |
|
|
|
369 |
|
|
|
336 |
|
Additions charged to income |
|
|
30 |
|
|
|
52 |
|
|
|
62 |
|
Deductions from allowance1) |
|
|
(62 |
) |
|
|
(72 |
) |
|
|
(85 |
) |
Other movements2) |
|
|
(3 |
) |
|
|
(13 |
) |
|
|
(13 |
) |
Balance as of December 31 |
|
|
369 |
|
|
|
336 |
|
|
|
300 |
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Raw materials and supplies |
|
|
849 |
|
|
|
918 |
|
Work in process |
|
|
380 |
|
|
|
391 |
|
Finished goods |
|
|
1,859 |
|
|
|
2,015 |
|
Advance payments on work in process |
|
|
(208 |
) |
|
|
(121 |
) |
|
|
|
2,880 |
|
|
|
3,203 |
|
The amounts recorded above are net of allowances for obsolescence.
As of December 31, 2007, the carrying amount of inventories carried
at fair value less cost-to-sell is EUR 190 million (2006: EUR 116 million).
11
Other current assets
Other current assets consist of a current deferred tax of EUR 399 million (2006: EUR 489 million),
derivative instruments assets of EUR 275 million(2006: EUR 298 million), prepaid expenses of EUR 346 million
(2006: EUR 279 million) and held-for-trading securities of EUR nil (2006: EUR 192 million).
Philips Annual Report 2007 159
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
Notes to the group financial statements |
|
|
|
|
12
Other non-current financial assets
The changes during 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cost- |
|
|
|
|
|
|
|
|
|
available- |
|
|
restricted |
|
|
method |
|
|
|
|
|
|
|
|
|
for-sale |
|
|
liquid |
|
|
invest- |
|
|
|
|
|
|
|
|
|
securities |
|
|
assets |
|
|
ments |
|
|
other |
|
|
total |
|
Balance as of
January 1, 2007 |
|
|
6,529 |
|
|
|
200 |
|
|
|
1,043 |
|
|
|
283 |
|
|
|
8,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications |
|
|
(19 |
) |
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
15 |
|
|
|
11 |
|
|
|
5 |
|
|
|
34 |
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales/redemptions/reductions |
|
|
(4,180 |
) |
|
|
(109 |
) |
|
|
|
|
|
|
(25 |
) |
|
|
(4,314 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value
adjustments |
|
|
(607 |
) |
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
(599 |
) |
Translation and
exchange
differences |
|
|
|
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(21 |
) |
|
|
(24 |
) |
Balance as of
December 31,
2007 |
|
|
1,776 |
|
|
|
101 |
|
|
|
1,027 |
|
|
|
279 |
|
|
|
3,183 |
|
Investments in available-for-sale securities
The Companys investments in
available-for-sale securities consist of
investments in shares of companies in
various industries.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
number of |
|
|
|
|
|
|
number of |
|
|
|
|
|
|
shares |
|
|
fair value |
|
|
shares |
|
|
fair value |
|
D&M Holdings |
|
|
11,126,640 |
|
|
|
32 |
|
|
|
11,126,640 |
|
|
|
32 |
|
TSMC |
|
|
4,066,046,793 |
|
|
|
6,395 |
|
|
|
1,311,490,224 |
|
|
|
1,699 |
|
|
|
|
|
|
|
|
6,427 |
|
|
|
|
|
|
|
1,731 |
|
During 2007, the Company further reduced its
shareholding portfolio of available-for-sale
securities.
On March 12, 2007, Philips and TSMC jointly announced that the companies agreed to a multi-phased plan to facilitate
an orderly exit by Philips from its shareholding in
TSMC. The plan comprised a private
sale transaction to long-term financial investors in Taiwan, the offering
of shares through a public offering in the
United States (in the form of American Depositary Shares)
and the participation in stock repurchase programs
initiated by TSMC. As a consequence Philips disposed of
EUR 2,755 million TSMC shares and realized an aggregate
gain of EUR 2,528 million, which was presented under
Financial income and expense. As
of December 31, 2007, Phillips owns 4.96% of TSMCs
share capital with a current
market value of EUR 1,699 million.
On
May 17, 2007, Philips sold its remaining stake of approximately 2.5% (4,914,875 common shares) of the
issued share capital in US-based JDS
Uniphase. On September 14, 2007, Philips
sold its stake of approximately 2.5% (4,587,333 common shares) in US-based
Nuance Communications. The results on these transactions were
recognized under Financial income and expenses.
Included in other non-current financial assets is a convertible bond issued to the Company by TPV
with a total fair value of EUR 190 million as at
December 31, 2007. 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.
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 interest in
NXP resulted from the sale of a majority stake
in the Semiconductors division in September
2006. The Company performed an impairment
review on the cost of the investment in NXP and
concluded that no impairment needs to be
recognized at December 31, 2007.
In June 2006, the merger of MDS with Toppoly
was completed. As a consequence of the
transaction, Philips holds a 17.4% 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 14 million (2006: EUR 25 million).
14
Other
non-current assets
Other non-current assets in 2007 are comprised of prepaid pension
costs of EUR 2,703 million (2006: EUR 2,262 million), deferred tax
assets of EUR 971 million (2006: EUR 1,138 million) and prepaid
expenses of EUR 52 million (2006: EUR 47 million).
160 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
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, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,182 |
|
|
|
3,303 |
|
|
|
74 |
|
|
|
1,552 |
|
|
|
393 |
|
|
|
20 |
|
|
|
7,524 |
|
Accumulated depreciation |
|
|
(911 |
) |
|
|
(2,224 |
) |
|
|
(50 |
) |
|
|
(1,242 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
(4,440 |
) |
Book value |
|
|
1,271 |
|
|
|
1,079 |
|
|
|
24 |
|
|
|
310 |
|
|
|
393 |
|
|
|
7 |
|
|
|
3,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
113 |
|
|
|
283 |
|
|
|
30 |
|
|
|
235 |
|
|
|
|
|
|
|
|
|
|
|
661 |
|
Retirements and sales |
|
|
(6 |
) |
|
|
(24 |
) |
|
|
(1 |
) |
|
|
(6 |
) |
|
|
(42 |
) |
|
|
(3 |
) |
|
|
(82 |
) |
Depreciation |
|
|
(76 |
) |
|
|
(235 |
) |
|
|
(12 |
) |
|
|
(189 |
) |
|
|
|
|
|
|
|
|
|
|
(512 |
) |
Write-downs and impairments |
|
|
(7 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22 |
) |
Translation differences |
|
|
(15 |
) |
|
|
(8 |
) |
|
|
(3 |
) |
|
|
(14 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(45 |
) |
Changes in consolidation |
|
|
88 |
|
|
|
(6 |
) |
|
|
2 |
|
|
|
15 |
|
|
|
(3 |
) |
|
|
|
|
|
|
96 |
|
Total changes |
|
|
97 |
|
|
|
(5 |
) |
|
|
16 |
|
|
|
41 |
|
|
|
(50 |
) |
|
|
(3 |
) |
|
|
96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31,
2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,303 |
|
|
|
3,395 |
|
|
|
88 |
|
|
|
1,732 |
|
|
|
343 |
|
|
|
13 |
|
|
|
7,874 |
|
Accumulated depreciation |
|
|
(935 |
) |
|
|
(2,321 |
) |
|
|
(48 |
) |
|
|
(1,381 |
) |
|
|
|
|
|
|
(9 |
) |
|
|
(4,694 |
) |
Book value |
|
|
1,368 |
|
|
|
1,074 |
|
|
|
40 |
|
|
|
351 |
|
|
|
343 |
|
|
|
4 |
|
|
|
3,180 |
|
Land with a book value of EUR 148 million, as at December 31, 2007 (2006: EUR 141 million) is not depreciated.
The expected useful lives as of December 31, 2007, 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 5 million in 2007 (2006: EUR 9 million).
Philips Annual Report 2007 161
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
Company financial statements |
|
|
|
Notes to the group financial statements |
|
|
|
|
|
|
|
|
|
|
16
Intangible assets excluding goodwill
The changes during 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
intangible |
|
|
|
|
|
|
software |
|
|
assets |
|
|
total |
|
Balance as of January
1, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
552 |
|
|
|
2,199 |
|
|
|
2,751 |
|
Accumulated
amortization |
|
|
(386 |
) |
|
|
(552 |
) |
|
|
(938 |
) |
Book value |
|
|
166 |
|
|
|
1,647 |
|
|
|
1,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
125 |
|
|
|
704 |
|
|
|
829 |
|
Amortization/deductions |
|
|
(76 |
) |
|
|
(200 |
) |
|
|
(276 |
) |
Translation differences |
|
|
(11 |
) |
|
|
(200 |
) |
|
|
(211 |
) |
Other |
|
|
7 |
|
|
|
(8 |
) |
|
|
(1 |
) |
Total changes |
|
|
45 |
|
|
|
296 |
|
|
|
341 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December
31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
615 |
|
|
|
2,629 |
|
|
|
3,244 |
|
Accumulated
amortization |
|
|
(404 |
) |
|
|
(686 |
) |
|
|
(1,090 |
) |
Book value |
|
|
211 |
|
|
|
1,943 |
|
|
|
2,154 |
|
Other intangible assets in 2007 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
gross |
|
|
amortization |
|
|
gross |
|
|
amortization |
|
Marketing-1)
related |
|
|
301 |
|
|
|
(47 |
) |
|
|
168 |
|
|
|
(30 |
) |
Customer-
related |
|
|
874 |
|
|
|
(180 |
) |
|
|
1,042 |
|
|
|
(182 |
) |
Contract-
based |
|
|
54 |
|
|
|
(9 |
) |
|
|
33 |
|
|
|
(10 |
) |
Technology-based |
|
|
584 |
|
|
|
(239 |
) |
|
|
735 |
|
|
|
(374 |
) |
Patents and
trademarks1) |
|
|
386 |
|
|
|
(77 |
) |
|
|
651 |
|
|
|
(90 |
) |
|
|
|
2,199 |
|
|
|
(552 |
) |
|
|
2,629 |
|
|
|
(686 |
) |
|
|
|
1) |
|
In 2007, a reclassification was made of EUR 100 million following finalization of
the purchase price accounts of Lifeline. |
The estimated amortization expense for these other intangible assets for each of the five
succeeding years is:
|
|
|
|
|
2008 |
|
|
181 |
|
2009 |
|
|
180 |
|
2010 |
|
|
176 |
|
2011 |
|
|
149 |
|
2012 |
|
|
127 |
|
The expected weighted average remaining life of other intangibles is 6.4 years as of
December 31, 2007.
The additions acquired through business combinations in 2007 consist of the acquired intangible
assets of Partners in Lighting of EUR 217 million and Color Kinetics of EUR 187 million.
Other intangible assets include EUR 356 million representing the trademarks and trade names
Lifeline and Avent, which were acquired in 2006 and have indefinite useful lives. These brands are
used together with the Philips brand in a dual branding strategy. Therefore 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
63 million (2006: EUR 57 million). The amounts charged to the income statement for amortization or
impairment of these capitalized computer software costs amounted to EUR 20 million (2006: EUR 18
million).
17
Goodwill
The changes in 2006 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Balance as of January 1: |
|
|
|
|
|
|
|
|
Cost |
|
|
2,570 |
|
|
|
3,853 |
|
Accumulated amortization/impairments |
|
|
(142 |
) |
|
|
(130 |
) |
Book value |
|
|
2,428 |
|
|
|
3,723 |
|
|
Acquisitions |
|
|
1,590 |
|
|
|
810 |
|
Translation differences |
|
|
(295 |
) |
|
|
(398 |
) |
|
Balance as of December 31: |
|
|
|
|
|
|
|
|
Cost |
|
|
3,853 |
|
|
|
4,249 |
|
Accumulated amortization/impairments |
|
|
(130 |
) |
|
|
(114 |
) |
Book value |
|
|
3,723 |
|
|
|
4,135 |
|
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 8.0% to 11.3%,
with an average of 9.7% for the 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
0% to 3.5%.
Acquisitions in 2007 include the goodwill paid on the acquisition of Partners in Lighting for EUR
297 million, Color Kinetics for EUR 357 million and several smaller acquisitions. In addition
goodwill changed due to the finalization of purchase price accounting related to acquisitions in
prior years.
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 733
million (adjusted for the effects of the final purchase price allocation completed in 2007), and
several smaller acquisitions.
Please refer to Information by sectors and main countries that begins on page 138 of this Annual
Report for a specification of goodwill by sector.
162 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group in the last ten years
|
|
260 Investor information |
18
Accrued liabilities
Accrued liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Personnel-related costs: |
|
|
|
|
|
|
|
|
- Salaries and wages |
|
|
492 |
|
|
|
433 |
|
- Accrued holiday entitlements |
|
|
185 |
|
|
|
178 |
|
- Other personnel-related costs |
|
|
120 |
|
|
|
169 |
|
Fixed-assets-related costs: |
|
|
|
|
|
|
|
|
- Gas, water, electricity, rent and other |
|
|
71 |
|
|
|
62 |
|
Taxes: |
|
|
|
|
|
|
|
|
- Income tax payable |
|
|
519 |
|
|
|
154 |
|
- Other taxes payable |
|
|
2 |
|
|
|
12 |
|
Communication & IT costs |
|
|
47 |
|
|
|
31 |
|
Distribution costs |
|
|
64 |
|
|
|
109 |
|
Sales-related costs: |
|
|
|
|
|
|
|
|
- Commissions payable |
|
|
65 |
|
|
|
43 |
|
- Advertising and marketing-related costs |
|
|
119 |
|
|
|
66 |
|
- Other sales-related costs |
|
|
180 |
|
|
|
206 |
|
Material-related accruals |
|
|
167 |
|
|
|
134 |
|
Interest-related accruals |
|
|
118 |
|
|
|
110 |
|
Deferred income |
|
|
478 |
|
|
|
564 |
|
Derivative instruments liabilities note 35 |
|
|
101 |
|
|
|
144 |
|
Other accrued liabilities |
|
|
569 |
|
|
|
569 |
|
|
|
|
3,297 |
|
|
|
2,984 |
|
Please refer to note 6 for a specification of income tax payable.
19
Provisions
Provisions are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
long- |
|
|
short- |
|
|
long- |
|
|
short- |
|
|
|
term |
|
|
term |
|
|
term |
|
|
term |
|
Provision for defined-benefit
plans (see note 20) |
|
|
787 |
|
|
|
91 |
|
|
|
745 |
|
|
|
68 |
|
Other postretirement benefits
(see note 21) |
|
|
337 |
|
|
|
36 |
|
|
|
390 |
|
|
|
23 |
|
Postemployment benefits and
obligatory severance payments |
|
|
92 |
|
|
|
50 |
|
|
|
113 |
|
|
|
13 |
|
Deferred tax liabilities
(see note 6) |
|
|
488 |
|
|
|
121 |
|
|
|
686 |
|
|
|
1 |
|
Product warranty |
|
|
17 |
|
|
|
348 |
|
|
|
133 |
|
|
|
190 |
|
Loss contingencies (environmental
remediation and product
liability) |
|
|
483 |
|
|
|
93 |
|
|
|
432 |
|
|
|
49 |
|
Other provisions |
|
|
213 |
|
|
|
137 |
|
|
|
228 |
|
|
|
33 |
|
|
|
|
2,417 |
|
|
|
876 |
|
|
|
2,727 |
|
|
|
377 |
|
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 Group with respect to products sold. The changes
in the provision for product warranty are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
353 |
|
|
|
378 |
|
|
|
365 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
491 |
|
|
|
438 |
|
|
|
360 |
|
Utilizations |
|
|
(472 |
) |
|
|
(443 |
) |
|
|
(369 |
) |
Releases |
|
|
(7 |
) |
|
|
|
|
|
|
(6 |
) |
Translation differences |
|
|
20 |
|
|
|
(13 |
) |
|
|
(16 |
) |
Changes in consolidation |
|
|
(7 |
) |
|
|
5 |
|
|
|
(11 |
) |
Balance as of December 31 |
|
|
378 |
|
|
|
365 |
|
|
|
323 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
275 |
|
|
|
287 |
|
|
|
576 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
27 |
|
|
|
370 |
|
|
|
16 |
|
Utilizations |
|
|
(43 |
) |
|
|
(39 |
) |
|
|
(66 |
) |
Releases |
|
|
(3 |
) |
|
|
(5 |
) |
|
|
(1 |
) |
Translation differences |
|
|
31 |
|
|
|
(37 |
) |
|
|
(44 |
) |
Balance as of December 31 |
|
|
287 |
|
|
|
576 |
|
|
|
481 |
|
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 79 million (2006: EUR
88 million) and expected losses on existing projects/orders totaling EUR 14 million (2006: EUR 14
million).
Philips Annual Report 2007 163
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 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.
For funded plans the Company makes contributions, 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Summary of pre-tax costs for pension plans and
retiree healthcare plans |
|
|
|
|
|
|
|
|
|
|
|
|
Defined benefit plans |
|
|
157 |
|
|
|
75 |
|
|
|
27 |
|
Defined contribution plans incl.
multi-employer plans |
|
|
56 |
|
|
|
80 |
|
|
|
84 |
|
Medical retiree cost (see note 21) |
|
|
(101 |
) |
|
|
39 |
|
|
|
36 |
|
|
|
|
112 |
|
|
|
194 |
|
|
|
147 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Projected benefit obligation |
|
|
3,791 |
|
|
|
4,476 |
|
Accumulated benefit obligation |
|
|
3,600 |
|
|
|
4,356 |
|
Fair value of plan assets |
|
|
2,543 |
|
|
|
3,445 |
|
The table below provides a summary of the changes in the pension
benefit obligations and defined pension plan assets for 2007 and 2006 and a reconciliation of the
funded status of these plans to the amounts recognized in the consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
|
Netherlands |
|
|
other |
|
|
total |
|
Projected benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
|
12,936 |
|
|
|
8,198 |
|
|
|
21,134 |
|
|
|
12,396 |
|
|
|
8,014 |
|
|
|
20,410 |
|
Service cost |
|
|
198 |
|
|
|
129 |
|
|
|
327 |
|
|
|
147 |
|
|
|
118 |
|
|
|
265 |
|
Interest cost |
|
|
531 |
|
|
|
411 |
|
|
|
942 |
|
|
|
521 |
|
|
|
399 |
|
|
|
920 |
|
Employee contributions |
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Actuarial (gains) losses |
|
|
(325 |
) |
|
|
299 |
|
|
|
(26 |
) |
|
|
(670 |
) |
|
|
(86 |
) |
|
|
(756 |
) |
Plan amendments |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Curtailments |
|
|
(185 |
) |
|
|
(76 |
) |
|
|
(261 |
)1) |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Settlements |
|
|
(76 |
) |
|
|
(103 |
) |
|
|
(179 |
)1) |
|
|
(435 |
) |
|
|
(67 |
) |
|
|
(502 |
)3) |
Changes in consolidation |
|
|
|
|
|
|
(173 |
) |
|
|
(173 |
)1) |
|
|
|
|
|
|
49 |
|
|
|
49 |
|
Benefits paid |
|
|
(684 |
) |
|
|
(463 |
) |
|
|
(1,147 |
) |
|
|
(700 |
) |
|
|
(452 |
) |
|
|
(1,152 |
) |
Exchange rate differences |
|
|
|
|
|
|
(223 |
) |
|
|
(223 |
) |
|
|
|
|
|
|
(564 |
) |
|
|
(564 |
) |
Miscellaneous |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
|
|
1 |
|
|
|
(2 |
) |
|
|
(1 |
) |
Projected benefit obligation at end of year |
|
|
12,396 |
|
|
|
8,014 |
|
|
|
20,410 |
|
|
|
11,260 |
|
|
|
7,419 |
|
|
|
18,679 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
12,378 |
|
|
|
7,154 |
|
|
|
19,532 |
|
|
|
11,245 |
|
|
|
6,621 |
|
|
|
17,866 |
|
Present value of unfunded obligations at end of year |
|
|
18 |
|
|
|
860 |
|
|
|
878 |
|
|
|
15 |
|
|
|
798 |
|
|
|
813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
14,491 |
|
|
|
6,339 |
|
|
|
20,830 |
|
|
|
14,521 |
|
|
|
6,831 |
|
|
|
21,352 |
|
Actual return on plan assets |
|
|
559 |
|
|
|
491 |
|
|
|
1,050 |
|
|
|
320 |
|
|
|
325 |
|
|
|
645 |
|
Employee contributions |
|
|
1 |
|
|
|
9 |
|
|
|
10 |
|
|
|
|
|
|
|
4 |
|
|
|
4 |
|
Employer contributions |
|
|
232 |
|
|
|
696 |
|
|
|
928 |
|
|
|
145 |
|
|
|
187 |
|
|
|
332 |
|
Settlements |
|
|
(79 |
) |
|
|
(103 |
) |
|
|
(182 |
)2) |
|
|
(516 |
) |
|
|
(61 |
) |
|
|
(577 |
)3) |
Changes in consolidations |
|
|
|
|
|
|
(23 |
) |
|
|
(23 |
)2) |
|
|
|
|
|
|
53 |
|
|
|
53 |
|
Benefits paid |
|
|
(683 |
) |
|
|
(393 |
) |
|
|
(1,076 |
) |
|
|
(700 |
) |
|
|
(383 |
) |
|
|
(1,083 |
) |
Exchange rate differences |
|
|
|
|
|
|
(185 |
) |
|
|
(185 |
) |
|
|
|
|
|
|
(525 |
) |
|
|
(525 |
) |
Miscellaneous |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
(2 |
) |
|
|
(1 |
) |
Fair value of plan assets at end of year |
|
|
14,521 |
|
|
|
6,831 |
|
|
|
21,352 |
|
|
|
13,771 |
|
|
|
6,429 |
|
|
|
20,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
2,125 |
|
|
|
(1,183 |
) |
|
|
942 |
|
|
|
2,511 |
|
|
|
(990 |
) |
|
|
1,521 |
|
|
|
|
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 |
|
3) |
|
Of which EUR (473) million (PBO) and EUR (560) million (Assets)
is discontinued operations |
164 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
|
Netherlands |
|
|
other |
|
|
total |
|
Amounts recognized in the consolidated balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid pension costs under other non-current assets |
|
|
2,143 |
|
|
|
119 |
|
|
|
2,262 |
|
|
|
2,526 |
|
|
|
177 |
|
|
|
2,703 |
|
Accrued pension costs under other non-current liabilities |
|
|
|
|
|
|
(442 |
) |
|
|
(442 |
) |
|
|
|
|
|
|
(369 |
) |
|
|
(369 |
) |
Provisions for pensions under provisions including
discontinued operations |
|
|
(18 |
) |
|
|
(860 |
) |
|
|
(878 |
) |
|
|
(15 |
) |
|
|
(798 |
) |
|
|
(813 |
) |
Net pension
asset/(liability) at year end |
|
|
2,125 |
|
|
|
(1,183 |
) |
|
|
942 |
|
|
|
2,511 |
|
|
|
(990 |
) |
|
|
1,521 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive
income (before tax) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
273 |
|
|
|
1,301 |
|
|
|
1,574 |
|
|
|
105 |
|
|
|
1,083 |
|
|
|
1,188 |
|
Prior-service cost (credit) |
|
|
(464 |
) |
|
|
52 |
|
|
|
(412 |
) |
|
|
(421 |
) |
|
|
36 |
|
|
|
(385 |
) |
Accumulated other comprehensive income |
|
|
(191 |
) |
|
|
1,353 |
|
|
|
1,162 |
|
|
|
(316 |
) |
|
|
1,119 |
|
|
|
803 |
|
The weighted average assumptions used to calculate the
projected benefit obligations as of December 31 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.3 |
% |
|
|
5.2 |
% |
|
|
4.8 |
% |
|
|
5.6 |
% |
Rate of compensation increase |
|
|
|
* |
|
|
3.5 |
% |
|
|
|
* |
|
|
3.9 |
% |
The weighted-average assumptions used to calculate the net
periodic pension cost for the years ended December 31 were
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.2 |
% |
|
|
5.1 |
% |
|
|
4.3 |
% |
|
|
5.2 |
% |
Expected returns on plans assets |
|
|
5.7 |
% |
|
|
6.1 |
% |
|
|
5.7 |
% |
|
|
6.1 |
% |
Rate of compensation increase |
|
|
|
* |
|
|
3.4 |
% |
|
|
|
* |
|
|
3.5 |
% |
|
|
|
* |
|
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 2.3% (2006: 2.0%). The
indexation assumption used to calculate the projected benefit
obligations for the Netherlands is 2.3% (2006: 2.0%) until 2008
and 1.15% (2006: 1.0%) from 2008 onwards. The difference reflects a
change in indexation policy. |
Philips Annual Report 2007 165
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Notes to the group financial statements
The components of net periodic pension costs and other amounts recognized in Other
comprehensive income
were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
|
147 |
|
|
|
118 |
|
|
|
265 |
|
Interest cost on the projected benefit obligation |
|
|
521 |
|
|
|
399 |
|
|
|
920 |
|
Expected return on plan assets |
|
|
(813 |
) |
|
|
(384 |
) |
|
|
(1,197 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Net acturial (gain) loss recognized |
|
|
(6 |
) |
|
|
79 |
|
|
|
73 |
|
Amortization of prior-service cost |
|
|
(43 |
) |
|
|
14 |
|
|
|
(29 |
) |
Settlement loss |
|
|
|
|
|
|
(7 |
) |
|
|
(7 |
) |
Curtailment gain |
|
|
|
|
|
|
2 |
|
|
|
2 |
|
Net periodic cost (income) |
|
|
(194 |
) |
|
|
221 |
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Items recognized in other comprehensive income (not applicable for 2006 and 2005) |
|
|
|
|
|
|
|
|
|
|
|
|
Current year |
|
|
|
|
|
|
|
|
|
|
|
|
- Net actuarial loss (gain) |
|
|
(174 |
) |
|
|
(139 |
) |
|
|
(313 |
) |
- Prior service cost (credit) |
|
|
|
|
|
|
(2 |
) |
|
|
(2 |
) |
Reclassified/included in pension costs |
|
|
|
|
|
|
|
|
|
|
|
|
- Amortization of net actuarial gains and losses |
|
|
6 |
|
|
|
(79 |
) |
|
|
(73 |
) |
- Amortization prior service costs (credits) |
|
|
43 |
|
|
|
(14 |
) |
|
|
29 |
|
|
|
|
(125 |
) |
|
|
(234 |
) |
|
|
(359 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Recognized in net periodic benefit cost and other comprehensive income |
|
|
(319 |
) |
|
|
(13 |
) |
|
|
(332 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
|
198 |
|
|
|
129 |
|
|
|
327 |
|
Interest cost on the projected benefit obligation |
|
|
531 |
|
|
|
411 |
|
|
|
942 |
|
Expected return on plan assets |
|
|
(808 |
) |
|
|
(390 |
) |
|
|
(1,198 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Net actuarial (gain) loss recognized |
|
|
(49 |
) |
|
|
84 |
|
|
|
35 |
|
Amortization of prior-service cost |
|
|
(56 |
) |
|
|
25 |
|
|
|
(31 |
) |
Settlement loss |
|
|
8 |
|
|
|
2 |
|
|
|
10 |
|
Curtailment gain |
|
|
(21 |
) |
|
|
(1 |
) |
|
|
(22 |
) |
Other |
|
|
5 |
|
|
|
23 |
|
|
|
28 |
|
Net periodic cost (income)1) |
|
|
(192 |
) |
|
|
284 |
|
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service cost |
|
|
211 |
|
|
|
132 |
|
|
|
343 |
|
Interest cost on the projected benefit obligation |
|
|
557 |
|
|
|
392 |
|
|
|
949 |
|
Expected return on plan assets |
|
|
(739 |
) |
|
|
(360 |
) |
|
|
(1,099 |
) |
Net amortization of unrecognized net transition assets/liabilities |
|
|
|
|
|
|
1 |
|
|
|
1 |
|
Net actuarial (gain) loss recognized |
|
|
(28 |
) |
|
|
44 |
|
|
|
16 |
|
Amortization of prior-service cost |
|
|
(57 |
) |
|
|
27 |
|
|
|
(30 |
) |
Settlement loss |
|
|
|
|
|
|
12 |
|
|
|
12 |
|
Curtailment loss |
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(5 |
) |
Net periodic cost (income)2) |
|
|
(60 |
) |
|
|
247 |
|
|
|
187 |
|
|
|
|
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 |
The
estimated net actuarial loss and prior-service cost (credit) for
the defined-benefit
pension plans that will
be amortized from accumulated other comprehensive income into net periodic benefit cost
over next year (2008)
are EUR 46 million and EUR (33) 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 84 million (2006: EUR 80 million, 2005: EUR
56 million). In 2007, the defined-contribution
cost includes contributions to multi-employer plans of EUR 4 million (2006: EUR 4 million,
2005: EUR 3 million).
166 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Cash flows
The Company expects considerable cash outflows in relation to employee benefits which are estimated
to amount to EUR 314 million in 2008 (2007: EUR 433 million), consisting of EUR 160 million
employer contributions to defined-benefit pension plans, EUR 89 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 129 million for the Netherlands and EUR 31 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:
|
|
|
|
|
2008 |
|
|
1,158 |
|
2009 |
|
|
1,141 |
|
2010 |
|
|
1,150 |
|
2011 |
|
|
1,158 |
|
2012 |
|
|
1,172 |
|
Years 2013-2017 |
|
|
6,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
The accumulated benefit
obligation for all defined-benefit
pension plans was |
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
10,944 |
|
|
|
7,123 |
|
|
|
18,067 |
|
2006 |
|
|
12,047 |
|
|
|
7,707 |
|
|
|
19,754 |
|
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 and the constraints on amongst others geographical allocations and credit risk, 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, 2006 and 2007 and target allocation 2008 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
target allocation |
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
Matching portfolio |
|
|
57 |
|
|
|
59 |
|
|
|
62 |
|
- Debt securities |
|
|
57 |
|
|
|
59 |
|
|
|
62 |
|
Return portfolio |
|
|
43 |
|
|
|
41 |
|
|
|
38 |
|
- Equity securities |
|
|
29 |
|
|
|
28 |
|
|
|
25 |
|
- Real Estate |
|
|
9 |
|
|
|
8 |
|
|
|
5 |
|
- Other |
|
|
5 |
|
|
|
5 |
|
|
|
8 |
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
The objective of the Matching portfolio is to match the interest rate sensitivity of the plans
real 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 70% of the fair value of
the plans real 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 8.7%, 4.1 %, 6.6% and 3.0%, respectively.
Philips Pension Fund in the Netherlands
On November 13, 2007, various officials, on behalf of the Public Prosecutors office in The
Netherlands, visited a number of offices of the Philips Pension Fund and the company in relation to
a widespread investigation into potential fraud in the real estate sector. The company was notified
that one former employee and one current employee of an affiliate of the company were detained.
This affiliate, Philips Real Estate Investment Management BV, has managed the real estate portfolio
of the Philips Pension Fund since 2002. The investigation by the public prosecutor is aimed at the
potential involvement of (former) employees of a number of Dutch companies with respect to fraud in
the context of certain real estate transactions. Neither Philips Pension Fund nor any Philips
entity is a suspect in this investigation. The Philips Pension Fund and Philips are cooperating
with the authorities and have also started their own investigation. Formal notifications of
suspected fraud have been filed with the public prosecutor against the (former) employees concerned
and with our insurers. At this time it is not possible to assess the outcome of this matter nor the
potential consequences. At present it is managements assessment that this matter will not cause a
decline in plan assets or an increase in pension costs in any
material respect.
Plan
assets in other countries
The Companys pension plan asset allocation in other countries at
December 31, 2006 and 2007 and target allocation 2008 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
target |
|
|
|
|
|
|
|
|
|
|
|
allocation |
|
Asset category |
|
2006 |
|
|
2007 |
|
|
2008 |
|
Equity securities |
|
|
26 |
|
|
|
24 |
|
|
|
19 |
|
Debt securities |
|
|
68 |
|
|
|
73 |
|
|
|
78 |
|
Real estate |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
Other |
|
|
4 |
|
|
|
1 |
|
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Philips Annual Report 2007 167
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Notes to the group financial statements
SFAS
No. 158
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, efffective 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 |
|
|
|
applica- |
|
|
minimum |
|
|
|
|
|
|
applica- |
|
|
|
tion of |
|
|
pension |
|
|
|
|
|
|
tion of |
|
|
|
SFAS 158 |
|
|
liability |
|
|
SFAS 158 |
|
|
SFAS 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 provision |
|
|
(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 |
) |
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 2006 and 2007 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.
168 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
other |
|
|
total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated postretirement benefit obligation |
|
|
|
|
|
|
|
|
|
|
|
|
Projected benefit obligation at beginning of year |
|
|
10 |
|
|
|
363 |
|
|
|
373 |
|
Service cost |
|
|
|
|
|
|
3 |
|
|
|
3 |
|
Interest cost |
|
|
|
|
|
|
26 |
|
|
|
26 |
|
Actuarial gains |
|
|
|
|
|
|
47 |
|
|
|
47 |
|
Settlements |
|
|
|
|
|
|
(6 |
) |
|
|
(6 |
) |
Benefits paid |
|
|
(3 |
) |
|
|
(29 |
) |
|
|
(32 |
) |
Translation differences |
|
|
|
|
|
|
(19 |
) |
|
|
(19 |
) |
Miscellaneous |
|
|
|
|
|
|
21 |
|
|
|
21 |
|
Projected benefit obligation at end of year |
|
|
7 |
|
|
|
406 |
|
|
|
413 |
|
Funded status |
|
|
(7 |
) |
|
|
(406 |
) |
|
|
(413 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in the consolidated balance sheet |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current provisions |
|
|
(3 |
) |
|
|
(20 |
) |
|
|
(23 |
) |
Non-current provisions |
|
|
(4 |
) |
|
|
(386 |
) |
|
|
(390 |
) |
Net pension liability at year-end |
|
|
(7 |
) |
|
|
(406 |
) |
|
|
(413 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts recognized in accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial loss |
|
|
|
|
|
|
96 |
|
|
|
96 |
|
Prior-service cost |
|
|
|
|
|
|
(4 |
) |
|
|
(4 |
) |
Transition obligation |
|
|
|
|
|
|
25 |
|
|
|
25 |
|
Accumulated other comprehensive income |
|
|
|
|
|
|
117 |
|
|
|
117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Philips Annual Report 2007 169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
IFRS information |
|
|
240 |
|
Company financial statements |
Notes to the group financial statements
The components of the net periodic cost of postretirement benefits other than pensions are:
|
|
|
|
|
|
|
total |
|
2007 |
|
|
|
|
Service cost |
|
|
3 |
|
Interest cost on accumulated postretirement benefit obligation |
|
|
26 |
|
Amortization of unrecognized transition obligation |
|
|
5 |
|
Net actuarial loss recognized |
|
|
2 |
|
Curtailments |
|
|
|
|
Net periodic cost |
|
|
36 |
|
|
|
|
|
|
Items recognized in other comprehensive income (not applicable for 2006 and 2005) |
|
|
|
|
Current year |
|
|
|
|
Net actuarial loss (gain) |
|
|
58 |
|
Prior-service cost (credit) |
|
|
(6 |
) |
Transition obligation |
|
|
(2 |
) |
Reclassified/included in pension costs |
|
|
|
|
Amortization of net actuarial gains and losses |
|
|
(2 |
) |
Amortization of prior service costs/credits |
|
|
|
|
Amortization of transition amounts |
|
|
(5 |
) |
|
|
|
43 |
|
|
|
|
|
|
Recognized in net periodic benefit cost and other comprehensive income |
|
|
79 |
|
|
|
|
|
|
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 |
|
|
19 |
|
Interest cost on accumulated postretirement benefit obligation |
|
|
40 |
|
Amortization of unrecognized transition obligation |
|
|
9 |
|
Net actuarial loss recognized |
|
|
7 |
|
Curtailments |
|
|
(187 |
) |
Net periodic cost1) |
|
|
(112 |
) |
|
|
|
1) |
|
Of which EUR (11) 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 (2008) is EUR 8 million and EUR 5 million, respectively.
The weighted average assumptions used to calculate the postretirement
benefit obligations as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Discount rate |
|
|
7.2 |
% |
|
|
8.5 |
% |
Compensation increase (where applicable) |
|
|
5.6 |
% |
|
|
|
|
The weighted average assumptions used to calculate the net cost
for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Discount rate |
|
|
6.9 |
% |
|
|
7.2 |
% |
Compensation increase (where applicable) |
|
|
5.6 |
% |
|
|
|
|
Assumed healthcare cost trend rates at December 31:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Healthcare cost trend rate assumed for next year |
|
|
8.0 |
% |
|
|
9.0 |
% |
Rate that the cost trend rate will gradually reach |
|
|
5.0 |
% |
|
|
7.0 |
% |
Year of reaching the rate at which it is assumed to
remain |
|
|
2014 |
|
|
|
2015 |
|
170 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconcilation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
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:
|
|
|
|
|
|
|
|
|
|
|
one- |
|
|
one- |
|
|
|
percentage- |
|
|
percentage- |
|
|
|
point |
|
|
point |
|
|
|
increase |
|
|
decrease |
|
Effect on total of service and interest cost |
|
|
5 |
|
|
|
(3 |
) |
Effect on postretirement benefit obligation |
|
|
47 |
|
|
|
(40 |
) |
Estimated future postretirement benefit payments
The following benefit payments, which reflect expected future service,
as appropriate, are expected to be paid:
|
|
|
|
|
2008 |
|
|
25 |
|
2009 |
|
|
25 |
|
2010 |
|
|
26 |
|
2011 |
|
|
27 |
|
2012 |
|
|
28 |
|
Years 2013 2017 |
|
|
140 |
|
22
Other current liabilities
Other current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Advances received from customers on orders not covered by
work in process |
|
|
133 |
|
|
|
133 |
|
Other taxes including social security premiums |
|
|
339 |
|
|
|
253 |
|
Other short-term liabilities |
|
|
133 |
|
|
|
123 |
|
|
|
|
605 |
|
|
|
509 |
|
23
Short-term debt
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Short-term bank borrowings |
|
|
622 |
|
|
|
464 |
|
Other short-term loans |
|
|
34 |
|
|
|
32 |
|
Current portion of long-term debt |
|
|
207 |
|
|
|
1,849 |
|
|
|
|
863 |
|
|
|
2,345 |
|
During
2007 the weighted average interest rate on the bank borrowings was
7.9% (2006: 6.3%).
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, 2007, an amount of EUR
103 million (2006: EUR 136 million) of convertible personnel debentures was outstanding, with an
average conversion price of EUR 24.26. The conversion price varies between EUR 16.81 and EUR 31.59
with various conversion periods ending between January 1, 2008
and December 31, 2012.
Included within the current portion of long-term debt is EUR 1,692 million of bonds, with EUR 130
million due to mature in February 2008 and EUR 1,562 million due to mature in May 2008.
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. The Company did not use the commercial
paper program or the revolving credit facility during 2007.
Philips Annual Report 2007 171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
Company financial statements |
Notes to the group financial statements
24
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
amount |
|
|
|
range of |
|
|
average rate |
|
|
outstanding |
|
|
|
|
|
|
due after 1 |
|
|
due after 5 |
|
|
term (in |
|
|
outstanding |
|
|
|
interest rates |
|
|
of interest |
|
|
2007 |
|
|
due in 1 year |
|
|
Year |
|
|
Years |
|
|
years) |
|
|
2006 |
|
Eurobonds |
|
|
5.8 - 7.1 |
% |
|
|
6.0 |
% |
|
|
2,442 |
|
|
|
1,692 |
|
|
|
750 |
|
|
|
|
|
|
|
3.4 |
|
|
|
2,445 |
|
USD bonds |
|
|
7.1 - 7.8 |
% |
|
|
7.3 |
% |
|
|
357 |
|
|
|
|
|
|
|
357 |
|
|
|
357 |
|
|
|
14.4 |
|
|
|
307 |
|
USD putable bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
Convertible debentures |
|
|
0.8 - 0.8 |
% |
|
|
0.8 |
% |
|
|
103 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136 |
|
Private financing |
|
|
1.0 - 6.0 |
% |
|
|
4.3 |
% |
|
|
9 |
|
|
|
|
|
|
|
9 |
|
|
|
1 |
|
|
|
2.3 |
|
|
|
8 |
|
Bank borrowings |
|
|
1.7 - 6.4 |
% |
|
|
3.4 |
% |
|
|
4 |
|
|
|
1 |
|
|
|
3 |
|
|
|
|
|
|
|
1.1 |
|
|
|
119 |
|
Liabilities arising from capital lease transactions |
|
|
1.4 - 16.3 |
% |
|
|
3.7 |
% |
|
|
88 |
|
|
|
8 |
|
|
|
80 |
|
|
|
57 |
|
|
|
6.7 |
|
|
|
59 |
|
Other long-term debt |
|
|
2.0 - 12.3 |
% |
|
|
6.5 |
% |
|
|
58 |
|
|
|
45 |
|
|
|
13 |
|
|
|
1 |
|
|
|
3.0 |
|
|
|
62 |
|
|
|
|
|
|
|
|
5.9 |
% |
|
|
3,061 |
|
|
|
1,849 |
|
|
|
1,212 |
|
|
|
416 |
|
|
|
|
|
|
|
3,213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding data of previous year |
|
|
|
|
|
|
6.1 |
% |
|
|
3,213 |
|
|
|
207 |
|
|
|
3,006 |
|
|
|
405 |
|
|
|
|
|
|
|
3,898 |
|
The
following amounts of long-term debt, as at December 31, 2007,
are due in the next five years:
|
|
|
|
|
2008 |
|
|
1,849 |
|
2009 |
|
|
21 |
|
2010 |
|
|
13 |
|
2011 |
|
|
758 |
|
2012 |
|
|
4 |
|
|
|
|
2,645 |
|
|
|
|
|
|
Corresponding amount previous year |
|
|
2,808 |
|
As of
December 31, 2007, Philips had outstanding public bonds of EUR 2,799 million previously
issued mostly in USD or EUR.
The following table provides additional details regarding the outstanding bonds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
effective rate |
|
|
2006 |
|
|
2007 |
|
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) |
|
|
|
|
|
|
4 |
|
|
|
1 |
|
|
|
|
|
|
|
|
2,445 |
|
|
|
2,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25; 7 3/4% |
|
|
8.010 |
% |
|
|
75 |
|
|
|
67 |
|
Due 6/01/26; 7 1/5% |
|
|
7.426 |
% |
|
|
126 |
|
|
|
113 |
|
Due 8/15/13; 7 1/4% |
|
|
7.554 |
% |
|
|
109 |
|
|
|
97 |
|
Due 5/15/25; 7 1/8% |
|
|
7.361 |
% |
|
|
|
|
|
|
70 |
|
Adjustments1) |
|
|
|
|
|
|
(3 |
) |
|
|
10 |
|
|
|
|
|
|
|
|
307 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds
subject to put |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25,
put date 5/15/07; 7 1/8% |
|
|
7.361 |
% |
|
|
78 |
|
|
|
|
|
Adjustments1) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
1) |
|
Adjustments relate to issued bond discounts, transaction costs and fair value
adjustments for interest rate derivatives. |
Secured liabilities
In 2007, no portions of long-term and short-term debt have been
secured by collateral (2006: EUR 21 million).
172 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
25
Other non-current liabilities
Other non-current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Accrued pension costs |
|
|
442 |
|
|
|
369 |
|
Sale-and-leaseback deferred income |
|
|
43 |
|
|
|
31 |
|
Income tax payable |
|
|
36 |
|
|
|
1 |
|
Asset retirement obligations |
|
|
7 |
|
|
|
21 |
|
Liabilities for employee stock options of subsidiaries |
|
|
99 |
|
|
|
49 |
|
Uncertain tax positions |
|
|
|
|
|
|
429 |
|
Other liabilities |
|
|
157 |
|
|
|
34 |
|
|
|
|
784 |
|
|
|
934 |
|
Please refer to note 6 for a specification of the income tax payable and the uncertain tax
positions.
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 |
|
|
1,841 |
|
|
|
19 |
|
|
|
754 |
|
|
|
359 |
|
|
|
2,973 |
|
Capital leases |
|
|
8 |
|
|
|
15 |
|
|
|
8 |
|
|
|
57 |
|
|
|
88 |
|
Operating leases |
|
|
147 |
|
|
|
232 |
|
|
|
134 |
|
|
|
217 |
|
|
|
730 |
|
For further details about uncertain tax positions amounting to EUR 627 million,
see note 6 of the notes to the Group financial statements.
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 88 million (2006: EUR 59
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 730 million
at December 31, 2007 (2006: EUR 796 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 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 2007 totaled EUR 14 million (2006: EUR 20 million,
2005: EUR 23 million).
The remaining minimum payments are as follows:
|
|
|
|
|
2008 |
|
|
13 |
|
2009 |
|
|
13 |
|
2010 |
|
|
9 |
|
2011 |
|
|
6 |
|
2012 |
|
|
5 |
|
Thereafter |
|
|
25 |
|
27
Contingent liabilities
Guarantees
Philips policy is to provide only guarantees and other letters of support, in writing. Philips
does not stand by other forms of support. At the end of 2007, the total fair value of guarantees was
EUR 3 million (2006: 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, 2007.
Expiration per period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
business- |
|
|
|
|
|
|
|
|
|
related |
|
|
credit-related |
|
|
|
|
|
|
guarantees |
|
|
guarantees |
|
|
total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
432 |
|
|
|
45 |
|
|
|
477 |
|
Less than 1 year |
|
|
142 |
|
|
|
5 |
|
|
|
147 |
|
2-5 years |
|
|
95 |
|
|
|
16 |
|
|
|
111 |
|
After 5 years |
|
|
195 |
|
|
|
24 |
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
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, 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.
Legal proceedings
The Company and certain of its (former) group companies are involved as a party in legal
proceedings, including regulatory and other governmental proceedings, relating to such matters as
competition issues, commercial transactions, product liability, participations and environmental
pollution. In respect of antitrust laws, the Company and certain of its (former) group companies
are involved in investigations by competition law authorities in several jurisdictions and are
engaged in litigation in this respect. Since the ultimate disposition of asserted claims and
proceedings and investigations cannot be predicted with certainty, an adverse outcome could have a
material adverse effect on the Companys consolidated financial position and consolidated results
of operations 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. The subsidiarys businesses which allegedly gave rise to these alleged
liabilities were completely sold in 1984 and the subsidiarys ongoing operations are not material
to its parent or the Company.
Philips Annual Report 2007 173
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
At December 31, 2007, there were 5,084 cases pending, representing 9,906 claimants (compared
to 4,370 cases pending, representing 9,020 claimants, at December 31, 2006 and 3,984 cases pending,
representing 8,082 claimants, at December 31, 2005). Most of the claims are in cases involving a
number of defendants. During 2007, 1,656 cases, representing 2,413 claimants, were served against
the Companys subsidiaries (1,140 cases, representing 2,930 claimants, were served in 2006 and
2,052 cases, representing 3,283 claimants, were served in 2005). 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 with no payment. During 2007, 942 cases, representing 1,527 claimants,
were settled or dismissed (754 cases, representing 1,992 claimants, were settled in 2006 and 977
cases, representing 1,229 claimants, were settled in 2005).
In addition to the pending cases discussed above, a subsidiary of the Company was one of
approximately 160 defendants initially named in a case fled 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. Commencing in the fourth quarter of
2005 and continuing thereafter, plaintiffs counsel in this
matter filed information concerning the
claimants and their alleged diseases with the Court. The claims have now been severed into five
cases: two cases with an aggregate of 282 malignant disease claims; two cases with an aggregate of
223 nonmalignant disease claims with alleged impairment; and one case with 3,177 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 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 diseases in pending
cases. While it is believed that this methodology provides a reasonable basis for estimating the
loss where liability is probable, the resolution of each case is based upon claimant-specifc
information, much of which is not available until shortly before the
scheduled trial date. For filed
claims where the exact type and extent of the alleged illness was not yet 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).
An accrual for loss contingencies with respect to unasserted claims for asbestos product liability
was not established prior to 2006 since the Company, with the assistance of ARPC, a firm with
substantial experience in valuing and forecasting asbestos liabilities, concluded it could not
reasonably estimate this liability in accordance with SFAS No. 5 due to the subsidiarys historical
claims experience coupled with the uncertainties surrounding pending and ongoing asbestos
litigation and legislative reform efforts both at the federal and state levels.
During 2006, ARPC 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 the
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, ARPC 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 Study). As a result of the inherent uncertainties involved in long-term forecasts, the
Company concluded that it did not believe it could reasonably forecast indemnity costs that might
be incurred for claims asserted after 2016.
The methodology used in the Study 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 resolved 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 refect lower
claim valuations due to the aging of the claimant population. |
According to the Study, as of September 25, 2006, the estimated cost of disposing of pending and
estimated future 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
related to pending claims and approximately 81 percent related to future claims. As a result, in
accordance with SFAS No. 5, in 2006 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 was recorded in 2005).
During 2007, the subsidiary reviewed its accrual for loss contingencies for asbestos product
liability and concluded that the accrual continued to represent the subsidiarys liability for
pending and estimated future claims filed through 2016 in accordance with SFAS No. 5. At December
31, 2007, the subsidiarys recorded accruals for loss contingencies for asbestos product liability
amounted to EUR 315.7 million (EUR 378 million at December 31, 2006 and EUR 88 million at December
31, 2005) which is refected in the Companys consolidated balance sheet.
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. The Company intends to
continue to evaluate the subsidiarys asbestos-related loss exposure and the adequacy of its
reserves in order to identify trends that may become evident and to assess their impact on the
range of liability that is probable and reasonably estimable.
The estimate of the subsidiarys liability for pending and unasserted potential claims does not
include future litigation and claim administration costs. During 2007, the subsidiary incurred
asbestos litigation and claim administration costs totaling EUR 15 million (EUR 12 million in 2006
and EUR 12 million in 2005).
The subsidiary does not have any significant assets other than amounts recoverable under insurance
policies that are shared with other Company subsidiaries. It is not expected that amounts
recoverable under such policies will be sufficient to settle the subsidiarys liability for
asbestos- related claims. During 2007, the subsidiary and its parent explored certain steps that
may result in a resolution of pending asbestos claims and claims that may be asserted in the
future, including the possibility of the subsidiary filing for bankruptcy. In this regard, the
subsidiary and its parent have held discussions with several constituencies regarding the terms of
a proposed reorganization that implements a channeling injunction under section 524 (g) of the
United States federal bankruptcy code. Generally, if such a reorganization was successful, a Trust
would be established to resolve asbestos-related injury claims brought against the subsidiary, and
a channeling injunction would require that all such claims be presented to the Trust rather than
asserted in the court system. Channeling injunctions under
174 Philips Annual Report 2007
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|
|
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246
|
|
Reconciliation of
|
|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
260 Investor information |
|
|
non-US GAAP information
|
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|
|
|
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in the last ten years |
|
|
section 524 (g) proceedings also generally provide that claimants may not in the court
system assert asbestos personal injury claims against other parties which have contributed to the
Trust and met other requirements.
As part of exploring a possible reorganization, the subsidiary and its parent engaged an
independent third party to serve as a putative representative of future claimants (the Futures
Representative) and discussed matters with him such as the value of asbestos-related claims
expected to be filed in the future, the funding of the Trust, asbestos claims review process and
distribution procedures. Additionally, similar discussions have been held with counsel representing
a majority of known asbestos claimants. Negotiations have been held with insurance carriers,
pursuant to which the carriers would potentially make contributions to the Trust in order to
benefit from the protection of the channeling injunction.
For the purpose of potential bankruptcy proceedings and the establishment of the section 524 (g)
Trust, outside counsel for the subsidiary engaged Timothy Wyant, Ph.D., an independent third party
expert, to project the value of asbestos-related claims pending as of July 1, 2007 as well as the
value of such claims that may be asserted in the future. Mr. Wyant projected the value of such
pending and estimated future claims through the end of 2050 to range from USD 515.3 million to USD
660.2 million (EUR 350 million to EUR 448 million) on a discounted basis. The current position of
counsel to the Futures Representative and counsel representing a majority of known asbestos
claimants is that the estimated liability for present and future asbestos claims is materially
higher than Mr. Wyants estimate.
In case a bankruptcy implementing a section 524 (g) injunction cannot be negotiated on reasonable
terms, the subsidiary and its parent are exploring other possibilities to resolve asbestos
liabilities, including other filings by the subsidiary under the United States federal bankruptcy
code in which payments have not been negotiated prior to filing. There is no assurance that any form
of bankruptcy petition will be filed by the subsidiary. If a bankruptcy implementing a section 524
(g) trust is filed, the amount of the Trust and the potential contribution to the Trust by the
subsidiarys parent is uncertain and cannot reasonably be estimated at this time, but it may be
different from the amount of the Companys recorded accrual for loss contingencies. A bankruptcy
filing by the subsidiary would not include any other Company entity as a debtor.
The Company believes that it and its subsidiaries have a significant amount of insurance coverage
for asbestos product liability. In prior years, legal proceedings were commenced against certain
third-party insurance carriers which had provided various types of product liability coverage.
During 2007 and the last several years, 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 27 million in 2007 (EUR 34 million
was paid in 2006 and EUR 20 million was paid in 2005) for asbestos-related defense and indemnity
costs. At December 31, 2007, the subsidiarys recorded receivable from insurance carriers, for
which settlement agreements have been reached amounted to EUR 62.7 million (EUR 80 million at
December 31, 2006 and EUR 48 million at December 31, 2005) 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. At December 31, 2007, an additional EUR 10.6 million, for which a receivable has not
been recorded, is payable to the subsidiary on July 5, 2008, provided asbestos legislation in a
certain form is not passed by the US Congress by that date. The subsidiary has not recorded a
receivable from non-settling insurance carriers. The subsidiary continues to pursue its litigation
against non-settling insurance carriers and to hold settlement discussions with various insurance
carriers in 2008.
The subsidiarys recorded accrual for loss contingencies related to asbestos product liability is
based on an estimate of claims through 2016. 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, if insurance coverage is ultimately less than anticipated, or if a section 524 (g)
Trust is established or some other course of action is pursued to resolve asbestos liabilities, the
Companys consolidated financial position and results of operations could be materially affected.
MedQuist
The Company holds approximately 70% of the common stock in MedQuist. During 2007, MedQuist became
current in its financial filings with the U.S. Securities and Exchange Commission (SEC) for the
first time since the filing of its Form 10-Q for the third quarter of 2003.
Two putative class actions are pending against MedQuist arising from allegations of, among other
things, inappropriate billing by MedQuist for its transcription services. One putative class action
has been brought against MedQuist by current and former customers. The other putative class action
was filed on behalf of MedQuists medical transcriptionists.
In 2007, a shareholder putative class action that had been pending against MedQuist was settled,
with MedQuist agreeing to pay USD 7.75 million to settle all claims throughout the class period
against all defendants in the action. Neither MedQuist nor any of the individuals named in the
action admitted to liability or any wrongdoing in connection with the settlement.
The pending litigation matters are in various preliminary stages and are being defended by
MedQuist. On the basis of current knowledge, the Company has concluded that potential future losses
cannot be reliably estimated. MedQuist also is the subject of ongoing investigations by the SEC and
the U.S. Department of Justice (DOJ) relating to its billing practices.
During 2007, 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. This amount was
subsequently adjusted to USD 66.6 million. As of December 31, 2007, MedQuist has entered into
settlement agreements with certain customers to resolve concerns over certain billing related
issues, and paid or credited to their account an aggregate amount of USD 54 million. MedQuist has
made additional offers to certain other customers in the aggregate amount of USD 1.2 million.
MedQuist has also established a program for certain other customers that involves the issuance of
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 9.2 million beyond the original cash payment program of USD 65.4 million.
As of December 31, 2007, MedQuist has entered into agreements with certain customers who have
accepted the settlement credit offers with a total credit value of USD 4.4 million and have
extended additional credit offers with the credit value of USD 0.4 million.
As of December 31, 2007, the Company has a total accrual of EUR 9 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.
On November 2, 2007, the Company announced its intention to sell its approximately 70% interest in
MedQuist. The financial results attributable to the Companys interest in MedQuist have been
presented as discontinued operations. See note 1 for further information on MedQuist.
LG.Philips LCD
On December 11, 2006, LG.Philips LCD, an equity-accounted investee in which the Company holds 19.9%
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. In addition, in February 2007, certain
plaintiffs filed purported class
actions in a United States court against LG.Philips LCD and certain current and former employees
and directors of LG.Philips LCD for damages based on alleged violations of U.S. federal securities
laws. No Philips group company is named as a defendant in these actions.
Philips Annual Report 2007 175
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
These matters remain in their initial stages and, on the basis of current knowledge, the
Company cannot determine whether a loss is probable with respect to these actions.
CRT Investigations
On November 21, 2007, the Company announced that competition law authorities in several
jurisdictions have commenced investigations into possible anticompetitive activities in the
Cathode-Ray Tubes, or CRT industry. As one of the companies that formerly was active in the CRT
business, Philips is subject to a number of these ongoing investigations. The Company intends to
assist the regulatory authorities in these investigations.
Subsequent to the public announcement of these investigations, certain Philips group companies were
named as defendants in several class action antitrust complaints filed in the United States federal
courts. These actions allege anticompetitive conduct by manufacturers of CRTs and seek treble
damages on behalf of direct and indirect purchasers of CRTs and products incorporating CRTs. The
complaints assert claims under federal antitrust law, as well as various state antitrust and unfair
competition laws and may involve joint and several liability among the defendants.
These matters are in their initial stages and due to the considerable uncertainty associated with
these matters, on the basis of current knowledge, the Company has concluded that potential losses
cannot be reliably estimated with respect to these matters. An adverse final resolution of these
investigations and litigation could have a materially adverse effect on the Companys consolidated
financial position and results of operations.
28
Stockholders equity
Common shares
As of December 31, 2007, the issued share capital consists of 1,142,826,763 common shares,
each share having a par value of EUR 0.20, which shares have been paid-in in full.
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 acquire)
preference shares to a third party. As of December 31, 2007, no preference shares have been issued.
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:
|
|
|
|
|
|
|
2006 |
|
2007 |
Shares acquired
|
|
4,385,298
|
|
27,326,969 |
|
|
|
|
|
Average market price
|
|
EUR 27.16
|
|
EUR 29.65 |
Amount paid
|
|
EUR 119 million
|
|
EUR 810 million |
Shares delivered
|
|
11,484,092
|
|
11,140,884 |
|
|
|
|
|
Average market price
|
|
EUR 27.04
|
|
EUR 30.46 |
Amount received
|
|
EUR 171 million
|
|
EUR 199 million |
|
|
|
|
|
Total shares in treasury
|
|
35,933,526
|
|
52,119,611 |
Total cost
|
|
EUR 923 million
|
|
EUR 1,393 million |
In order to reduce capital stock, the following transactions took place in 2007:
|
|
|
Shares acquired
|
|
25,813,898 |
Average market price
|
|
EUR 31.87 |
Amount paid
|
|
EUR 823 million |
Total shares in treasury
|
|
25,813,898 |
Total cost
|
|
EUR 823 million |
Proposed dividend
A dividend of EUR 0.70 per common share will be proposed to the
2008 Annual General Meeting of Shareholders.
Limitations in the distribution of stockholders equity
Pursuant to Dutch law certain limitations
exist relating to the distribution of stockholders equity amounting to EUR 2,915 million (2006:
EUR 6,600 million).
29
Cash from derivatives
The Company has no trading derivatives. A total of EUR 385 million cash was received with respect
to foreign exchange derivative contracts related to financing of subsidiaries (in 2006 receipt of
EUR 62 million and in 2005 payment of EUR 46 million). Cash flow from interest-related derivatives
is part of cash flow from operating activities. During 2007 there was a cash outflow in relation to
these derivatives of EUR 2 million (in 2006 EUR 1 million cash outflow).
30
Proceeds from other non-current financial assets
In 2007, the sale of TSMC shares, Nuance Communications shares and JDS Uniphase shares generated
cash at an aggregate of EUR 4,002 million.
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.
31
Assets received in lieu of cash from the sale of businesses
In 2007, the Company only received cash as consideration in connection with the sale of
businesses.
During 2006, several ownership interests were received in connection with certain sale and transfer
transactions.
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.
176 Philips Annual Report 2007
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246
|
|
Reconciliation of
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|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
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|
260 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
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 fat TV
business. During 2006, the ownership interest in TPV has been diluted to 13.55%.
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 on terms comparable to
transactions with third parties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Purchases of goods and services |
|
|
1,803 |
|
|
|
2,041 |
|
|
|
1,837 |
|
Sales of goods and services |
|
|
358 |
|
|
|
152 |
|
|
|
168 |
|
Receivables from related parties |
|
|
53 |
|
|
|
37 |
|
|
|
26 |
|
Payables to related parties |
|
|
298 |
|
|
|
271 |
|
|
|
289 |
|
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 selected employees. The purpose of the
share-based compensation plans is to align the interests of management with those of shareholders
by providing 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%. A total of 707,717 shares were sold in 2007 under the plan at an average price of
EUR 29.99 (2006: 1,016,421 shares at EUR 24.70, 2005: 1,248,113 shares at a price of EUR 21.78).
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 4.01 in 2007 (EUR
6.41 in 2006 and EUR 5.85 in 2005) is recorded as compensation expense over the period of vesting.
In 2007, 2,019,788 shares were issued in conjunction with conversions at an average price of EUR
18.94 (2006: 1,570,785 shares at an average price of EUR 16.94, 2005: 61 shares at an average price
of EUR 32.64).
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 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 111 million (EUR 84 million, net of tax), EUR 107 million
(EUR 78 million, net of tax) and EUR 76 million (EUR 52 million, net of tax) in 2007, 2006, and
2005, 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. 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.
The fair value of the Companys 2007, 2006 and 2005 option grants was estimated using a
Black-Scholes option valuation model and the following weighted average assumptions:
EUR-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Risk-free interest rate |
|
|
2.89% |
|
|
|
3.63% |
|
|
|
4.18% |
|
Expected
dividend yield |
|
|
1.8% |
|
|
|
1.8% |
|
|
|
1.8% |
|
Expected option life |
|
5 yrs |
|
|
6 yrs |
|
|
6 yrs |
|
Expected stock price
volatility |
|
|
44% |
|
|
|
39% |
|
|
|
27% |
|
USD-denominated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Risk-free interest rate |
|
|
3.84% |
|
|
|
4.73% |
|
|
|
3.96% |
|
Expected
dividend yield |
|
|
1.8% |
|
|
|
1.8% |
|
|
|
1.7% |
|
Expected option life |
|
5 yrs |
|
|
6 yrs |
|
|
6 yrs |
|
Expected stock price
volatility |
|
|
43% |
|
|
|
38% |
|
|
|
28% |
|
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.
Philips Annual Report 2007 177
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
The following tables summarize information about Philips stock
options as of December 31, 2007 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, 2007 |
|
|
29,142,238 |
|
|
|
28.68 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
4,153,086 |
|
|
|
30.97 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
1,858,978 |
|
|
|
22.20 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
1,614,336 |
|
|
|
35.05 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
29,822,010 |
|
|
|
29.06 |
|
|
|
5.7 |
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
19,883,382 |
|
|
|
30.44 |
|
|
|
4.4 |
|
|
|
50 |
|
The exercise prices range from EUR 15.29 to 53.75.
The weighted average grant-date fair value of options granted
during 2007, 2006, and 2005 was EUR 8.72, EUR 9.76, and EUR
7.01, respectively. The total intrinsic value of options
exercised during 2007, 2006, and 2005 was EUR 16 million, EUR 8
million, and EUR nil, respectively.
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, 2007 |
|
|
19,222,666 |
|
|
|
28.76 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
3,117,627 |
|
|
|
41.73 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
4,355,558 |
|
|
|
27.12 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
904,277 |
|
|
|
33.11 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
17,080,458 |
|
|
|
31.32 |
|
|
|
6.0 |
|
|
|
196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
10,301,520 |
|
|
|
29.12 |
|
|
|
4.3 |
|
|
|
141 |
|
The exercise prices range from USD 12.94 to 49.71.
The weighted average grant-date fair value of options granted
during 2007, 2006 and 2005 was USD 11.99, USD 12.31, and USD
9.30, respectively. The total intrinsic value of options
exercised during 2007, 2006 and 2005 was USD 60 million, USD 43
million, and USD 5 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, 2007 |
|
|
5,069,615 |
|
|
|
37.78 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
94,842 |
|
|
|
28.97 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
707,243 |
|
|
|
39.44 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
4,267,530 |
|
|
|
37.70 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
4,267,530 |
|
|
|
37.70 |
|
|
|
2.8 |
|
|
|
|
|
The exercise prices range from USD 24.35 to 53.75.
Variable options were not granted during 2007, 2006 and 2005.
The total intrinsic value of options exercised during 2007, 2006, and 2005 was not
significant.
178 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
260 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
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, 2007 |
|
|
2,271,642 |
|
|
|
36.04 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercised |
|
|
432,943 |
|
|
|
31.26 |
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
144,438 |
|
|
|
41.06 |
|
|
|
|
|
|
|
|
|
Expired |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
1,694,261 |
|
|
|
36.83 |
|
|
|
2.6 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007 |
|
|
1,694,261 |
|
|
|
36.83 |
|
|
|
2.6 |
|
|
|
10 |
|
The exercise prices range from USD 22.12 to 49.71.
Variable options were not granted during 2007, 2006 and 2005. The
total intrinsic value of options exercised during 2007, 2006, and
2005 was USD 4 million, USD 3 million, and USD 1 million,
respectively.
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 2007 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, 2007. At December 31, 2007, there was a
total of EUR 68 million of unrecognized compensation cost related to
non-vested stock options. This cost is expected to be recognized
over a weighted-average period of 1.9 years. Cash received from
option exercises under the Companys fixed and variable option plans
amounted to EUR 140 million, EUR 120 million, and EUR 22 million in
2007, 2006, and 2005, respectively. The actual tax deductions
realized as a result of stock option exercises totaled EUR 36
million, EUR 16 million, and EUR 1 million, in 2007, 2006, and 2005,
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 rights, EUR-denominated1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
shares |
|
|
grant-date fair value |
|
Outstanding at January 1, 2007 |
|
|
2,020,930 |
|
|
|
22.84 |
|
Granted |
|
|
1,384,362 |
|
|
|
29.84 |
|
Vested/Issued |
|
|
964,094 |
|
|
|
22.59 |
|
Forfeited |
|
|
83,821 |
|
|
|
25.07 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
2,357,377 |
|
|
|
26.97 |
|
|
|
|
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. |
Philips Annual Report 2007 179
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
Restricted share rights, USD-denominated1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
weighted average |
|
|
|
shares |
|
|
grant-date fair value |
|
Outstanding at January 1, 2007 |
|
|
1,507,881 |
|
|
|
28.43 |
|
Granted |
|
|
1,039,179 |
|
|
|
40.23 |
|
Vested/Issued |
|
|
673,229 |
|
|
|
28.14 |
|
Forfeited |
|
|
156,462 |
|
|
|
30.64 |
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007 |
|
|
1,717,369 |
|
|
|
35.47 |
|
|
|
|
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, 2007, there was a total of EUR 45 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 1.1 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.
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, which is denominated in
US dollars, recorded at December 31, 2006 was EUR 97 million. During
2007, the Company paid EUR 54 million as a part of the settlement of
the liability. Additionally, an expense of EUR 6 million was
recognized to reflect an adjustment to the value of the liability. The
balance at December 31, 2007 amounted to EUR 49 million which will be
paid between 2008 and 2012.
34
Information on remuneration
Remuneration of the Board of Management
Remuneration and pension charges relating to the members of the
Board of Management amounted to EUR 8,732,378 (2006: EUR 9,090,403;
2005: EUR 6,363,218). In 2007, an additional amount of EUR 739,861
(2006: EUR 645,123, 2005: EUR 431,001) 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 2007, no (additional) pension benefits
were granted to former members of the Board of Management.
In 2007, the present members of the Board of Management were granted
318,132 stock options (2006: 198,027 stock options; 2005: 144,018
stock options) and 106,044 restricted share rights (2006: 66,009
restricted share rights; 2005: 48,006 restricted share rights).
At year-end 2007, the members of the Board of Management held
1,771,097 stock options (year-end 2006: 1,355,765; 2005: 923,551) at
a weighted average exercise price of EUR 28.05 (year-end 2006: EUR
27.70; 2005: EUR 28.33).
180 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Remuneration of individual members of the Board of Management
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
salary |
|
|
annual incentive |
1) |
|
special payment |
2) |
|
total cash |
|
|
other compensation |
3) |
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.J. Kleisterlee |
|
|
1,087,500 |
|
|
|
1,186,618 |
|
|
|
|
|
|
|
2,274,118 |
|
|
|
304,047 |
|
P-J. Sivignon |
|
|
637,500 |
|
|
|
508,550 |
|
|
|
|
|
|
|
1,146,050 |
|
|
|
25,218 |
|
G.H.A. Dutiné |
|
|
587,500 |
|
|
|
513,691 |
|
|
|
|
|
|
|
1,101,191 |
|
|
|
140,116 |
|
A. Huijser4) |
|
|
|
|
|
|
140,098 |
|
|
|
|
|
|
|
140,098 |
|
|
|
|
|
T.W.H.P. van Deursen |
|
|
587,500 |
|
|
|
380,190 |
|
|
|
|
|
|
|
967,690 |
|
|
|
73,701 |
|
J.A. Karvinen5) |
|
|
|
|
|
|
382,579 |
|
|
|
|
|
|
|
382,579 |
|
|
|
|
|
R.S. Provoost |
|
|
562,500 |
|
|
|
335,551 |
|
|
|
|
|
|
|
898,051 |
|
|
|
22,007 |
|
A. Ragnetti |
|
|
531,250 |
|
|
|
354,893 |
|
|
|
|
|
|
|
886,143 |
|
|
|
37,031 |
|
S.H. Rusckowski6) |
|
|
431,250 |
|
|
|
|
|
|
|
|
|
|
|
431,250 |
|
|
|
137,741 |
|
|
|
|
4,425,000 |
|
|
|
3,802,170 |
|
|
|
|
|
|
|
8,227,170 |
|
|
|
739,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G.J. Kleisterlee |
|
|
1,042,500 |
|
|
|
1,150,560 |
|
|
|
350,000 |
|
|
|
2,543,060 |
|
|
|
300,064 |
|
J.H.M. Hommen7) |
|
|
|
|
|
|
323,018 |
|
|
|
|
|
|
|
323,018 |
|
|
|
|
|
P-J. Sivignon8) |
|
|
568,750 |
|
|
|
219,191 |
|
|
|
300,000 |
|
|
|
1,087,941 |
|
|
|
60,671 |
|
G.H.A. Dutiné |
|
|
540,750 |
|
|
|
433,998 |
|
|
|
|
|
|
|
974,748 |
|
|
|
99,373 |
|
A. Huijser9) |
|
|
150,000 |
|
|
|
507,600 |
|
|
|
|
|
|
|
657,600 |
|
|
|
6,835 |
|
T.W.H.P. van Deursen10) |
|
|
412,500 |
|
|
|
|
|
|
|
|
|
|
|
412,500 |
|
|
|
28,265 |
|
F.A. van Houten11) |
|
|
262,500 |
|
|
|
|
|
|
|
400,000 |
|
|
|
1,174,375 |
12) |
|
|
21,602 |
|
J.A. Karvinen13) |
|
|
400,000 |
|
|
|
|
|
|
|
|
|
|
|
400,000 |
|
|
|
79,710 |
|
R.S. Provoost14) |
|
|
393,750 |
|
|
|
|
|
|
|
|
|
|
|
393,750 |
|
|
|
34,632 |
|
A. Ragnetti15) |
|
|
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. Hommen16) |
|
|
381,818 |
|
|
|
846,720 |
|
|
|
|
|
|
|
1,228,538 |
|
|
|
47,019 |
|
P-J. Sivignon17) |
|
|
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 |
|
|
|
|
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 figure relates to period January 1 March 31, 2006. |
|
5) |
|
Annual Incentive figure relates to period April 1 November 30, 2006. |
|
6) |
|
The salary amount as well as the amount
under other compensation relates to the period
April 1 December 31, 2007. |
|
|
|
The annual incentive paid out relates to the
period before board membership and is not stated. |
|
7) |
|
Annual incentive amount relates to period January 1 June 15, 2005 |
|
8) |
|
Annual incentive amount relates to period June 15 December 31, 2005 |
|
9) |
|
The salary amount relates to the period January 1 March 31, 2006 |
|
10) |
|
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. |
|
11) |
|
The salary amount as well as the amount under other compensation relates
to the period April 1 September 29, 2006 |
|
12) |
|
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. |
|
13) |
|
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. |
|
14) |
|
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. |
|
15) |
|
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. |
|
16) |
|
Salary figure relates to period January 1
June 15, 2005 |
|
17) |
|
Salary figure relates to period June 15 December 31, 2005 |
Philips Annual Report 2007 181
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the group financial statements |
|
|
|
|
Number of
restricted share
rights
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
awarded during |
|
|
released during |
|
|
as of Dec. 31, |
|
|
potential premium |
|
|
|
as of Jan. 1, 2007 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
shares |
|
G.J. Kleisterlee |
|
|
32,004 |
|
|
|
24,642 |
|
|
|
16,002 |
|
|
|
40,644 |
|
|
|
16,880 |
|
P-J. Sivignon |
|
|
18,113 |
|
|
|
14,301 |
|
|
|
7,223 |
|
|
|
25,191 |
|
|
|
7,200 |
|
G.H.A. Dutiné |
|
|
20,670 |
|
|
|
13,200 |
|
|
|
10,446 |
|
|
|
23,424 |
|
|
|
10,479 |
|
T.W.H.P. van Deursen |
|
|
18,403 |
1) |
|
|
13,200 |
|
|
|
9,068 |
|
|
|
22,535 |
|
|
|
9,259 |
|
R.S. Provoost |
|
|
18,003 |
1) |
|
|
13,200 |
|
|
|
8,668 |
|
|
|
22,535 |
|
|
|
8,987 |
|
A. Ragnetti |
|
|
16,379 |
1) |
|
|
13,200 |
|
|
|
7,712 |
|
|
|
21,867 |
|
|
|
8,053 |
|
S.H. Rusckowski |
|
|
22,600 |
1) |
|
|
14,301 |
|
|
|
10,800 |
|
|
|
26,101 |
|
|
|
10,090 |
|
|
|
|
146,172 |
|
|
|
106,044 |
|
|
|
69,919 |
|
|
|
182,297 |
|
|
|
70,948 |
|
|
|
|
1) |
|
(Partly) 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 rights plans and the stock option plans of the
Company:
amounts in euros (unless stated otherwise)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share (closing) |
|
|
|
|
|
|
|
as of |
|
|
granted |
|
|
exercised |
|
|
as of |
|
|
|
|
|
|
price on |
|
|
|
|
|
|
|
Jan. 1, 2007 |
|
|
during 2007 |
|
|
during 2007 |
|
|
Dec. 31, 2007 |
|
|
exercise price |
|
|
exercise date |
|
|
expiry 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 |
|
|
|
|
|
|
|
|
73,926 |
|
|
|
|
|
|
|
73,926 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
P-J. Sivignon |
|
|
32,004 |
|
|
|
|
|
|
|
|
|
|
|
32,004 |
|
|
|
22.07 |
|
|
|
|
|
|
|
18.07.2015 |
|
|
|
|
33,003 |
|
|
|
|
|
|
|
|
|
|
|
33,003 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
42,903 |
|
|
|
|
|
|
|
42,903 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
39,600 |
|
|
|
|
|
|
|
39,600 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
39,600 |
|
|
|
|
|
|
|
39,600 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
182 Philips Annual Report 2007
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group 260 Investor information |
non-US GAAP information
amounts in euros (unless stated otherwise)
|
|
|
|
in the last ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
number of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
share (closing) |
|
|
|
|
|
|
as of |
|
|
granted |
|
|
exercised |
|
|
as of |
|
|
|
|
|
|
price on |
|
|
|
|
|
|
Jan. 1, 2007 |
|
|
during 2007 |
|
|
during 2007 |
|
|
Dec. 31, 2007 |
|
|
exercise price |
|
|
exercise date |
|
|
expiry date |
|
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 |
|
|
|
|
|
|
|
|
|
|
|
24,003 |
1) |
|
|
19.41 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
30,006 |
|
|
|
|
|
|
|
|
|
|
|
30,006 |
|
|
|
26.28 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
|
|
|
|
39,600 |
|
|
|
|
|
|
|
39,600 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
39,600 |
|
|
|
|
|
|
|
39,600 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S.H. Rusckowski |
|
|
27,000 |
4) |
|
|
|
|
|
|
|
|
|
|
27,000 |
|
|
$ |
28.78 |
|
|
|
|
|
|
|
13.04.2014 |
|
|
|
|
2,700 |
4) |
|
|
|
|
|
|
|
|
|
|
2,700 |
|
|
$ |
25.43 |
|
|
|
|
|
|
|
27.01.2015 |
|
|
|
|
31,500 |
4) |
|
|
|
|
|
|
|
|
|
|
31,500 |
|
|
$ |
25.28 |
|
|
|
|
|
|
|
18.04.2015 |
|
|
|
|
31,500 |
4) |
|
|
|
|
|
|
|
|
|
|
31,500 |
|
|
$ |
32.25 |
|
|
|
|
|
|
|
18.04.2016 |
|
|
|
|
4,500 |
4) |
|
|
|
|
|
|
|
|
|
|
4,500 |
|
|
$ |
34.56 |
|
|
|
|
|
|
|
16.10.2016 |
|
|
|
|
|
|
|
|
42,903 |
|
|
|
|
|
|
|
42,903 |
|
|
|
30.96 |
|
|
|
|
|
|
|
16.04.2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,452,965 |
|
|
|
318,132 |
|
|
|
|
|
|
|
1,771,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
4) |
|
Awarded under US stock option plan |
See note 33 for further information on stock options and restricted share rights.
The total pension charges of the members of the Board of Management in 2007 amount
to EUR 505,208 (pension charge in 2006: EUR 767,161; 2005: EUR 665,489).
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 December 31, |
|
|
pension as of December |
|
|
|
|
|
|
2007 |
|
|
31,
2007 |
1) |
|
pension costs |
2) |
G.J. Kleisterlee3) |
|
|
61 |
|
|
|
665,182 |
|
|
|
(323,687 |
) |
P-J. Sivignon |
|
|
51 |
|
|
|
19,389 |
|
|
|
243,940 |
|
G.H.A. Dutiné |
|
|
55 |
|
|
|
77,598 |
|
|
|
192,549 |
|
T.W.H.P. van
Deursen3) |
|
|
61 |
|
|
|
286,462 |
|
|
|
(147,705 |
) |
R.S. Provoost |
|
|
48 |
|
|
|
56,684 |
|
|
|
176,867 |
|
A. Ragnetti |
|
|
47 |
|
|
|
30,059 |
|
|
|
178,611 |
|
S.H. Rusckowski |
|
|
50 |
|
|
|
5,279 |
|
|
|
184,633 |
|
|
|
|
|
|
|
|
|
|
|
|
505,208 |
|
|
|
|
1) |
|
Under final pay or average pay plan |
|
2) |
|
Including costs related to employer contribution in defined contribution
pension plan |
|
3) |
|
As Mr Kleisterlee and Mr Van Deursen were born before January
1,1950, they continued to be a member of the final pay plan with a
pensionable age of 60. No further accrual takes place. |
Philips Annual Report 2007 183
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
Remuneration of the Supervisory Board
The remuneration of the members of the Supervisory Board amounted to EUR 540,000 (2006: EUR
494,500, 2005: EUR 496,625); 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 2007, 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 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
9,000 |
|
|
|
50,000 |
|
E. Kist |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
N.L. Wong |
|
|
41,000 |
|
|
|
|
|
|
|
41,000 |
|
J.J. Schiro |
|
|
41,000 |
|
|
|
4,500 |
|
|
|
45,500 |
|
H. von Prondzynski (Apr.-Dec.) |
|
|
41,000 |
|
|
|
|
|
|
|
41,000 |
|
|
|
|
485,000 |
|
|
|
55,000 |
|
|
|
540,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
(Jan.-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 (Apr.-Dec.) |
|
|
41,000 |
|
|
|
|
|
|
|
41,000 |
|
J.J. Schiro (Oct.-Dec.) |
|
|
20,500 |
|
|
|
375 |
|
|
|
20,875 |
|
|
|
|
452,500 |
|
|
|
44,125 |
|
|
|
496,625 |
|
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 December |
|
|
as of December |
|
|
|
31, 2006 |
|
|
31, 2007 |
|
W. de Kleuver |
|
|
4,131 |
|
|
|
4,131 |
|
H. von Prondzynski |
|
|
n.a. |
1) |
|
|
430 |
|
L. Schweitzer |
|
|
1,070 |
|
|
|
1,070 |
|
J.M. Thompson |
|
|
1,000 |
|
|
|
1,000 |
|
G.J. Kleisterlee |
|
|
134,740 |
|
|
|
151,916 |
|
P-J. Sivignon |
|
|
3,556 |
|
|
|
10,779 |
|
G.H.A. Dutiné |
|
|
22,404 |
|
|
|
33,633 |
|
T.W.H.P. van Deursen |
|
|
58,888 |
|
|
|
68,543 |
|
R.S. Provoost |
|
|
21,049 |
|
|
|
30,198 |
|
A. Ragnetti |
|
|
12,625 |
|
|
|
20,729 |
|
S.H. Rusckowski |
|
|
n.a. |
1) |
|
|
26,584 |
|
|
|
|
1) |
|
Reference date for board membership is December 31 |
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, 2006 |
|
|
December 31, 2007 |
|
|
|
carrying |
|
|
estimated |
|
|
carrying |
|
|
estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
|
5,886 |
|
|
|
5,886 |
|
|
|
8,769 |
|
|
|
8,769 |
|
Accounts receivable
current |
|
|
4,732 |
|
|
|
4,732 |
|
|
|
4,670 |
|
|
|
4,670 |
|
Other non-current
financial
assets excluding
cost-method investments |
|
|
7,012 |
|
|
|
7,012 |
|
|
|
2,156 |
|
|
|
2,156 |
|
Accounts receivable
non-current |
|
|
214 |
|
|
|
213 |
|
|
|
84 |
|
|
|
84 |
|
Main listed investments
in equity-accounted
investees |
|
|
2,735 |
|
|
|
2,803 |
|
|
|
1,708 |
|
|
|
2,688 |
|
Derivative instruments
assets |
|
|
298 |
|
|
|
298 |
|
|
|
275 |
|
|
|
275 |
|
Trading securities |
|
|
192 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
(3,443 |
) |
|
|
(3,443 |
) |
|
|
(3,372 |
) |
|
|
(3,372 |
) |
Debt |
|
|
(3,869 |
) |
|
|
(4,009 |
) |
|
|
(3,557 |
) |
|
|
(3,640 |
) |
Derivative instruments
liabilities |
|
|
(101 |
) |
|
|
(101 |
) |
|
|
(144 |
) |
|
|
(144 |
) |
184 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The following methods and assumptions were used to estimate the fair value of financial
instruments:
Cash and cash equivalents, accounts receivable current and accounts payable
The carrying amounts approximate fair value because of the short maturity of these instruments.
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, 2007
total accrued interest expense was EUR 110 million. The accrued interest on bonds, which is the
main part of the accrual, was EUR 99 million (2006: EUR 100 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 fluctuations may impact Philips financial results.
The Company is exposed to currency risk in the following areas:
|
|
Transaction exposures, such as forecasted sales and purchases,
and on-balance-sheet receivables or payables resulting from such
transactions; |
|
|
|
Translation exposure of net income in foreign entities; |
|
|
|
Translation exposure of foreign-currency intercompany
and external debt and deposits; |
|
|
|
Translation exposure of equity invested in consolidated foreign
entities; and |
|
|
|
Exposure to equity interests in non-functional-currency equity-accounted-investees and available-for-sale 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 and deposits of the Company is matched with the required
financing of subsidiaries either directly by external foreign currency loans and deposits, or by
using foreign exchange swaps. In certain cases where group companies have foreign currency debt or
liquid assets, these exposures are also hedged through the use of foreign exchange derivatives.
Philips does not currently hedge the foreign exchange exposure arising from equity-accounted
investees and available-for-sale investments.
The Company uses foreign exchange derivatives to manage its currency risk. The US dollar and
pound sterling account for a high percentage of the Companys foreign exchange derivatives.
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 Philips enters into are normally 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 28 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 2008 at
the time when the related hedged transactions affect the income statement During 2007 a gain of EUR
4 million was recorded in the income statement as a result of ineffectiveness of transaction
hedges.
Changes in the fair value of hedges related to external and intercompany debt and deposits are
recognized within financial income and expenses in the income statement. The changes in the fair
value of these hedges related to foreign exchange movements are largely offset in the income
statement by changes in the fair value of the hedged items. The Company recorded a gain of EUR 23
million in other comprehensive income under currency translation differences as a result of net
investment hedges of investments in foreign subsidiaries during 2007.
Philips partially hedges the interest-rate risk inherent in external debt. As of year-end 2007, 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 347 million. Fair value hedge accounting is applied
to these interest rate swaps. There was no material ineffectiveness on these hedges during 2007.
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 143 million and the
value of the option at year-end was EUR 47 million. Changes in the value of the embedded derivative
are reported in financial income and expense and during 2007 a total gain of EUR 12 million was
recorded within the income statement
37
Subsequent events
VISICU
On
December 18, 2007, Philips announced a merger agreement with VISICU through which Philips is
offering to acquire the entire share capital of VISICU for USD 12.00 per share.
Based in Baltimore, USA, VISICU is a leader in clinical IT systems that enable critical care
medical staff to actively monitor patients in hospital intensive care units from remote
locations.
Philips cash offer represents an enterprise value of approximately EUR 200 million (approximately
USD 300 million), when accounting for approximately USD 130 million in cash on VISICUs balance
sheet as of September 30, 2007. Closing of the merger is subject to the terms and conditions of the
merger agreement the approval of VISICUs shareholders, and to customary regulatory clearance. The
transaction is expected to close at February 20, 2008.
Set-Top Boxes and Connectivity Solutions
On
December 19, 2007, Philips announced it has reached an agreement in principle to sell its Set-Top
Boxes (STB) and Connectivity Solutions (CS) activities, currently part of its Home Networks
business unit within the Consumer Electronics division, to Pace Micro Technology (Pace), a UK-based
technology provider.
Philips agreed in principle to divest the STB and CS activities to Pace in exchange for 70 million
Pace shares. The proposed transaction is subject to approvals from Pace shareholders, the relevant
regulatory authorities and Philips workers council. After its successful completion, Philips will
become a shareholder of some 23% of the combined business. The transaction is expected to close at
the end of the first quarter of 2008.
Share repurchase program
On
December 19, 2007, the Company announced that it plans to repurchase EUR 5 billion worth of
common Philips shares within the next two years. Shares repurchased under this new program will be
subsequently cancelled subject to shareholder approval. In January 2008, the Company has
repurchased 22,311,016 common shares for approximately EUR 587 million under this program.
Philips Annual Report 2007 185
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
Notes to the group financial statements |
|
|
|
|
Respironics
On December 21, 2007, Philips and
Respironics announced a definitive merger
agreement pursuant to which Philips would
commence a tender offer to acquire all of
the outstanding shares of Respironics for
USD 66 per share, or a total purchase
price of approximately EUR 3.6 billion
(USD 5.1 billion) to be paid in cash upon
completion.
Respironics, based in Murrysville,
Pennsylvania, USA, is the leading
provider of innovative solutions for the
global sleep therapy and respiratory
markets The transaction is expected to
close at the end of February 2008.
Genlyte
On January 22, 2008, Philips completed the
purchase of all outstanding shares of
Genlyte for a total consideration of EUR
1,888 million (USD 2,747 million). This
amount includes the purchase price of
331,627 shares which were acquired by
Philips from August 13, 2007 to August
23, 2007 (in total USD 23 million) and the
payment with respect to Genlytes option
plan of USD 89 million. Additionally, in
connection with the closing, Philips
provided a loan to Genlyte of
approximately USD 101 million to pay off
debt.
The following table summarizes a
preliminary assessment of the fair value
of the assets acquired and liabilities
assumed with respect to the acquisition
of Genlyte:
|
|
|
|
|
Preliminary, unaudited |
|
January 22, 2008 |
|
Total purchase price |
|
|
1,888 |
|
Less: cash acquired |
|
|
(75 |
) |
Net purchase price |
|
|
1,813 |
|
|
|
|
|
|
Allocated to: |
|
|
|
|
Property, plant and equipment |
|
|
193 |
|
Working capital |
|
|
145 |
|
Current financial assets |
|
|
7 |
|
Deferred tax liabilities |
|
|
(284 |
) |
Other long-term liabilities and assets (net) |
|
|
(16 |
) |
Long-term debt |
|
|
(78 |
) |
Restructuring provision |
|
|
(22 |
) |
In-process R&D |
|
|
14 |
|
Other intangible assets |
|
|
748 |
|
Goodwill |
|
|
1,106 |
|
|
|
|
1,813 |
|
The goodwill recognized is related mainly to the complementary
technological expertise of Genlytes
work force and the synergies expected
to be achieved from integrating
Genlyte into the Lighting division.
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period in |
|
Preliminary, unaudited |
|
amount |
|
|
years |
|
Core technology and developed technology/designs |
|
|
100 |
|
|
|
11 |
|
Group brands |
|
|
212 |
|
|
|
20 |
|
Product brands |
|
|
49 |
|
|
|
10 |
|
Customer relationships |
|
|
381 |
|
|
|
12 |
|
Order backlog |
|
|
6 |
|
|
|
0.5 |
|
|
|
|
748 |
|
|
|
|
|
186 Philips Annual Report 2007
|
|
|
|
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246 Reconciliation of
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250 Corporate governance
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258 The Philips Group
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260 Investor information |
non-US GAAP information |
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in the last ten years |
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Philips Annual Report 2007 187
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128
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Group financial statements
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188 IFRS information
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240 Company financial statements |
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IFRS management commentary |
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IFRS financial statements
Introduction
This chapter of this Annual Report contains the IFRS management commentary and the audited
consolidated financial statements including the notes thereon prepared in accordance with the
International Financial Reporting Standards as adopted by the European Union and with the statutory
provisions of Part 9, Book 2 of the Dutch Civil Code. Together with the chapter Company financial
statements, this chapter contains the statutory financial statements of the Company.
The IFRS management commentary together with the following chapters, sections and pages of this
Annual Report;
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The Philips Group that begins on page 16 of this Annual
Report; including the management
discussion and analysis; |
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The Philips sectors that begins on page 62 of this Annual Report;
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Risk management that begins on page 98 of this Annual Report; |
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Report of the Remuneration Committee that begins on page 118 of this Annual Report; and |
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Corporate governance that begins on page 250 of this Annual Report which are deemed incorporated
and repeated in this chapter by reference, form the management report within the meaning of section
2:391 of the Dutch Civil Code (and related Decrees). |
The chapters The Philips Group and The Philips sectors provide an extensive analysis of the
developments during the financial year 2007 and the results. These chapters also provide
information on the business outlook, investments, financing, personnel and research and development
activities. It should be noted that the figures used in these chapters are based on US GAAP because
Philips primary external and internal reporting is currently
based on US GAAP. However, the
commentary and analysis set out in these chapters is no different under US GAAP or IFRS, except for
the figures that are referred to.
The section IFRS management commentary provides an analysis in summarized form of the developments
during the financial year 2007 and the results based on IFRS on group and sector level. To further
facilitate understanding of the major differences between US GAAP and IFRS that affect
stockholders equity and net income, this section includes a reconciliation from IFRS to US GAAP in
respect of these items.
The income statement included in the chapter Company financial statements has been prepared in
accordance with section 2:402 of the Dutch Civil Code, which allows a simplified income statement
in the Company financial statements in the event that a comprehensive income statement is included
in the consolidated financial statements.
ForAdditional information within the meaning of section 2:392 of the Dutch Civil Code, please
refer to the Auditors report on page 239 of this Annual Report, the Auditors report on page 245
of this Annual Report, the Proposed dividend to shareholders on page 60 of this Annual Report, and
note 70 for subsequent events.
The IFRS management commentary is based on the IFRS consolidated financial statements and should be
read in conjunction with these statements. The term EBIT has the same meaning as Income from
operations (IFO), and is used to evaluate the performance of the business.
Please refer to page 6 of this Annual Report for more information about forward-looking statements,
third-party market share data, fair value information, and reclassifications.
188 Philips Annual Report 2007
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246
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Reconciliation of
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250 |
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Corporate governance
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258 |
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The Philips Group
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260 |
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Investor information |
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non-US GAAP information
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in the last ten years |
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IFRS management commentary
2007 was a successful year for Philips. We realized 5% comparable sales growth and EBITA of
6.3%. Our strong innovation pipeline and balanced portfolio proved their robustness in a weakening
economic environment.
In 2007 we accelerated the transformation of Philips into a market-focused, people-centric company
capable of delivering sustained profits. We invested a total of EUR 1.5 billion in acquiring
high-growth, high-margin businesses to strengthen our leadership position in promising markets and
to gain access to new markets.
At the end of the year, we announced the two largest acquisitions in recent company history,
Genlyte and Respironics. The integration of these highly profitable companies is in line with our
Vision 2010 strategy.
In 2007 we further reduced our shareholdings in LG.Philips LCD and TSMC to 19.9% and 5.0%
respectively, generating cash inflows of EUR 5.4 billion and a gain of over EUR 3.4 billion.
We bought back shares for EUR 1.6 billion and returned EUR 0.6 billion cash to our shareholders
via the annual dividend payment.
At the end of 2007 we announced a further EUR 5 billion share buy-back program, which we intend to
largely complete by the end of 2008. In addition, we are proposing a dividend of EUR 0.70 per share
in 2008, a 17% increase compared to 2007.
Key data
in millions of euros unless otherwise stated
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20051) |
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20061) |
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2007 |
|
Sales |
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25,445 |
|
|
|
26,682 |
|
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|
26,793 |
|
EBITA |
|
|
1,595 |
|
|
|
1,109 |
|
|
|
1,693 |
|
as a % of sales |
|
|
6.3 |
|
|
|
4.2 |
|
|
|
6.3 |
|
EBIT |
|
|
1,506 |
|
|
|
957 |
|
|
|
1,493 |
|
as a % of sales |
|
|
5.9 |
|
|
|
3.6 |
|
|
|
5.6 |
|
Financial income and expenses |
|
|
108 |
|
|
|
29 |
|
|
|
2,849 |
|
Income tax expense |
|
|
(501 |
) |
|
|
(189 |
) |
|
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(491 |
) |
Results of equity-accounted investees |
|
|
2,279 |
|
|
|
(139 |
) |
|
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884 |
|
Minority interests |
|
|
(12 |
) |
|
|
(4 |
) |
|
|
(7 |
) |
Income from continuing operations |
|
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3,380 |
|
|
|
654 |
|
|
|
4,728 |
|
Discontinued operations |
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(6 |
) |
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4,010 |
|
|
|
(73 |
) |
Net income |
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3,374 |
|
|
|
4,664 |
|
|
|
4,655 |
|
Per common share (in euro) basic |
|
|
2.70 |
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|
3.97 |
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|
4.29 |
|
Per common share (in euro) diluted |
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2.70 |
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3.94 |
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4.24 |
|
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Net operating capital (NOC) |
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|
4,227 |
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|
7,385 |
|
|
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8,834 |
|
Cash flows before financing activities |
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2,854 |
|
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|
(2,462 |
) |
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5,452 |
|
Employees (FTEs) |
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159,226 |
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121,732 |
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123,801 |
|
of which discontinued operations |
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44,174 |
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|
6,640 |
|
|
|
5,703 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
Performance of the Group
Sales
Group sales grew by 4.9% on a comparable basis to EUR 26,793 million in 2007. However, because of a
3.3% negative currency effect and a 1.2% negative net impact of acquisitions and divestments,
mainly due to the divestment of Optical Storage and Mobile Phones, nominal sales remained stable
year-over-year. The comparable sales growth was driven by all market clusters and all product
divisions, and was particularly strong at DAP (15.4%) and Lighting (6.0%).
In percentage terms, the composition of sales growth in 2007, compared to 2006, was as follows:
Sales growth composition 2007 versus 2006 1)
in%
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com- |
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consoli- |
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parable |
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currency |
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dation |
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nominal |
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growth |
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effects |
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changes |
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growth |
|
Medical Systems |
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3.6 |
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(5.2 |
) |
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1.9 |
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0.3 |
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DAP |
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15.4 |
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(3.1 |
) |
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4.9 |
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17.2 |
|
Consumer Electronics |
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1.0 |
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(2.2 |
) |
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(0.8 |
) |
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(2.0 |
) |
Lighting |
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6.0 |
|
|
|
(3.1 |
) |
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|
8.6 |
|
|
|
11.5 |
|
I&EB |
|
|
32.2 |
|
|
|
(4.5 |
) |
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|
(80.6 |
) |
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|
(52.9 |
) |
GMS |
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30.8 |
|
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(2.3 |
) |
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|
(10.5 |
) |
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18.0 |
|
Philips Group |
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|
4.9 |
|
|
|
(3.3 |
) |
|
|
(1.2 |
) |
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|
0.4 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
The robust sales increase at DAP was driven by double-digit sales growth in all businesses, most
notably Domestic Appliances, and was visible throughout all market clusters, with especially strong
growth rates in emerging markets. The increase in Lighting sales was mainly attributable to solid
growth in energy-efficient lighting within the Lamps and Luminaires businesses.
Medical Systems comparable growth (3.6%) was led by Ultrasound & Monitoring and Customer Services.
Overall sales growth was tempered by a decline at Imaging Systems, primarily due to a softening of
the market in the US (including the effect of the Deficit Reduction Act) and Japan. At CE, the
sales increase (1.0%) was driven by all businesses, except Connected Displays, which lost market
share in the first half of 2007, and was faced with fierce competition and price pressure in the
Flat TV segment, particularly in the US.
Earnings
In 2007, Philips gross margin of EUR 9,115 million, or 34.0% of sales, represented an improvement
of EUR 881 million compared to 2006 (EUR 8,234 million, or 30.9%). Adjusted for the product
liability charge in 2006 (EUR 182 million), gross margin improved from 31.5% of sales to 34.0%.
This improvement was primarily driven by higher gross margins at Medical Systems and Lighting.
Selling expenses increased from EUR 4,679 million in 2006 to EUR 4,985 million in 2007, largely due
to higher expenditures at Lighting and DAP, both partly related to acquisitions and higher sales.
As a percentage of sales, selling expenses increased from 17.5% in 2006 to 18.6% in 2007, mainly
attributable to Lighting (mostly due to acquisitions) and Medical Systems.
Research and development costs (EUR 1,617 million, or 6.0% of sales) were broadly in line with 2006
(EUR 1,603 million, or 6.0% of sales).
Philips Annual Report 2007 189
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128
|
Group financial statements
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|
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188 IFRS information
|
|
|
|
|
|
240 Company financial statements |
|
|
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|
IFRS management commentary |
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|
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|
General and administrative expenses (EUR 1,124 million) declined compared to 2006 (EUR 1,174
million), largely as a result of lower pension costs and reduced overhead costs in corporate and
regional organizations, following the simplification of the regional management structure. As a
percentage of sales, G&A costs declined from 4.4% in 2006 to 4.2% in 2007.
The following overview shows sales, EBIT and EBITA according to the 2007 sector classification.
Sales, EBIT and EBITA 2007
in millions of euros unless otherwise stated
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sales |
|
|
EBIT |
|
|
% |
|
|
EBITA |
|
|
% |
|
Medical Systems |
|
|
6,470 |
|
|
|
742 |
|
|
|
11.5 |
|
|
|
862 |
|
|
|
13.3 |
|
DAP |
|
|
2,968 |
|
|
|
513 |
|
|
|
17.3 |
|
|
|
525 |
|
|
|
17.7 |
|
Consumer Electronics |
|
|
10,362 |
|
|
|
312 |
|
|
|
3.0 |
|
|
|
315 |
|
|
|
3.0 |
|
Lighting |
|
|
6,093 |
|
|
|
618 |
|
|
|
10.1 |
|
|
|
665 |
|
|
|
10.9 |
|
I&EB |
|
|
703 |
|
|
|
(136 |
) |
|
|
(19.3 |
) |
|
|
(118 |
) |
|
|
(16.8 |
) |
GMS |
|
|
197 |
|
|
|
(556 |
) |
|
|
|
|
|
|
(556 |
) |
|
|
|
|
Philips Group |
|
|
26,793 |
|
|
|
1,493 |
|
|
|
5.6 |
|
|
|
1,693 |
|
|
|
6.3 |
|
Sales, EBIT and EBITA 2006 1)
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
sales |
|
|
EBIT |
|
|
% |
|
|
EBITA |
|
|
% |
|
Medical Systems |
|
|
6,448 |
|
|
|
780 |
|
|
|
12.1 |
|
|
|
874 |
|
|
|
13.6 |
|
DAP |
|
|
2,532 |
|
|
|
370 |
|
|
|
14.6 |
|
|
|
378 |
|
|
|
14.9 |
|
Consumer Electronics |
|
|
10,576 |
|
|
|
299 |
|
|
|
2.8 |
|
|
|
300 |
|
|
|
2.8 |
|
Lighting |
|
|
5,466 |
|
|
|
516 |
|
|
|
9.4 |
|
|
|
547 |
|
|
|
10.0 |
|
I&EB |
|
|
1,493 |
|
|
|
(164 |
) |
|
|
(11.0 |
) |
|
|
(146 |
) |
|
|
(9.8 |
) |
GMS |
|
|
167 |
|
|
|
(844 |
) |
|
|
|
|
|
|
(844 |
) |
|
|
|
|
Philips Group |
|
|
26,682 |
|
|
|
957 |
|
|
|
3.6 |
|
|
|
1,109 |
|
|
|
4.2 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
In 2007, EBIT increased by EUR 536 million compared to 2006, to EUR 1,493 million, or 5.6% of
sales. Excluding the EUR 182 million product liability charge which was recognized in 2006, EBIT
profitability improved by 1.3% in relation to sales, driven by the improved performance of DAP,
Lighting and Group Management & Services.
Total EBITA for the Group increased from EUR 1,109 million, or 4.2% of sales, in 2006 to EUR 1,693
million, or 6.3% of sales, in 2007. The main drivers of the year-on-year EBITA improvement were the
strong, mainly sales-driven performance at DAP (EUR 147 million) and higher earnings at Lighting
(EUR 118 million), as a result of higher sales across almost all businesses and a lower loss in the
fluorescent-based LCD backlighting business. Excluding the EUR 182 million negative impact of
product liability charges in 2006, Group Management & Services result improved by EUR 106 million
due to reduced corporate and regional costs as well as lower pension and brand campaign costs.
Medical Systems EBITA of EUR 862 million, or 13.3% of sales, represents a slight decline compared
to 2006. Higher earnings at Customer Services, Ultrasound & Monitoring and Healthcare Informatics
were offset by lower earnings at Imaging Systems, largely as a consequence of lower sales.
DAPs EBITA increase of EUR 147 million compared to 2006 was primarily driven by strong sales
growth, supported by the full-year contribution of Avent, and by rapid expansion in emerging
markets with stable margins. In addition, effective cost management supported the EBITA
profitability increase of 2.8% of sales compared to 2006. All DAP businesses contributed to the
overall year-on-year improvement, both in nominal terms and as a percentage of sales.
CEs EBITA reached EUR 315 million, or 3.0% of sales, compared to 2.8% in 2006. A sales decline and
high margin pressure at Connected Displays, particularly in North America, were more than offset by
higher EBITA in the other businesses, most notably Peripherals & Accessories and Entertainment
Solutions.
Lightings EBITA improved to EUR 665 million, or 10.9% of sales, mainly due to higher earnings in
Lamps, Lumileds, Luminaires and additional EBITA from the acquisition of Partners in Lighting
International (PLI). The exit from the loss-making fluorescent lamp-based LCD backlighting business
at the beginning of 2007 also added to the EBITA improvement.
The EBITA loss at Innovation & Emerging Businesses amounted to EUR 118 million, compared to a loss
of EUR 146 million in 2006. EBITA in 2006 included an aggregated gain of EUR 35 million on the
divestment of several businesses within Corporate Investments and Corporate Technologies. In 2007,
EBITA improved due to EUR 45 million higher license income.
EBITA at Group Management & Services improved by EUR 288 million compared to 2006, when the EUR 182
million asbestos-related product liability charge was recognized. The improvement in EBITA was also
driven by a reduction in Corporate, Country & Regional overheads and reduced investments in the
brand campaign.
Financial income and expense
Financial income increased from EUR 29 million in 2006 to EUR 2,849 million, primarily due to the
EUR 2,783 million gain on the sale of shares in TSMC. In 2006 there were no sales of securities.
Income taxes
Income taxes amounted to EUR 491 million, compared to EUR 189 million in 2006. The tax burden in
2007 corresponded to an effective tax rate of 11.3% on pre-tax income, compared to 19.2% in 2006.
The effective tax rate in 2007 was affected by a reduction of the average statutory tax rate,
primarily due to a reduction in the Netherlands as well as tax-exempt items, most notably the
non-taxable gain on the sale of shares in TSMC. Non-taxable items in 2006 were the TSMC dividend,
as well as the gains and losses resulting from changes in the fair value of TSMC stock options and
the TPV convertible bond. Income taxes in 2006 were also positively affected by a reduction in the
Dutch corporate tax rate and gains resulting from final agreements on prior-year taxes in various
jurisdictions.
For further information, please refer to note 42.
Results relating to equity-accounted investees
The results relating to equity-accounted investees increased by EUR 1,023 million compared to 2006
and provided income of EUR 884 million in 2007. The Companys participation in the net income of
equity-accounted investees increased from a loss of EUR 188 million in 2006 to a profit of EUR 246
million in 2007, mainly due to higher earnings at LG.Philips LCD. Earnings from the sale of shares
mainly consisted of the EUR 653 million non-taxable gain on the sale of a 13% stake in LG.Philips
LCD, reducing Philips shareholding from 32.9% to 19.9%.
In 2006, a EUR 103 million non-taxable gain was recognized on the sale of the remaining 8.4 million
shares of common stock in FEI, which reduced Philips shareholding from 24.8% to zero.
In 2006, investment impairment and guarantee charges primarily related to a EUR 61 million loss
which was recognized as a result of agreements made with LG.Philips Displays for voluntary payments
(social contributions and environmental clean-up), mainly in France, Germany, the Netherlands and
the UK.
Minority interests
The share of minority interests in the income of Group companies reduced income by EUR 7 million,
compared to EUR 4 million in 2006.
Discontinued operations
In this Annual Report, Philips reports the results of Mobile Display Systems, Semiconductors and
MedQuist separately as discontinued operations. Consequently, the related results, including
transaction gains, are shown separately in the financial statements under discontinued operations.
The loss from discontinued operations of EUR 73 million in 2007 was primarily attributable to
impairment charges for MedQuist.
In 2006, a net gain of EUR 3,683 million was recorded on the sale of Philips majority stake in
the Semiconductors division.
Net income
In 2007, income from continuing operations amounted to EUR 4,728 million, an increase of EUR 4,074
million compared with 2006. The improvement was driven by EUR 536 million higher EBIT and a EUR
2,820 million increase in financial income, primarily due to the sale of shares in TSMC. The EUR
302 million higher income tax charges
190 Philips Annual Report 2007
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246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
were more than offset by a EUR 1,023 million increase in results relating to equity-accounted
investees, which included a EUR 653 million gain on the sale of shares of LG.Philips LCD as well as
a EUR 433 million increase in that companys operational results.
The loss from discontinued operations amounted to EUR 73 million, mainly due to MedQuist-related
impairment charges, whereas 2006 included a total gain of EUR 3,683 million from the sale of a
majority stake in the Semiconductors division.
Net income for the Group showed a profit of EUR 4,655 million, or EUR 4.29 per common share,
compared to EUR 4,664 million, or EUR 3.97 per common share, in 2006.
Cash flows before financing activities
Cash flows before financing activities increased by EUR 7.9 billion, largely due to increased cash
flows from operating activities, higher inflows from the sale of stakes in TSMC and LG.Philips LCD,
and lower cash outflows for acquisitions.
Net cash from operating activities amounted to EUR 1,752 million in 2007, compared to cash flows of
EUR 639 million in 2006. This EUR 1,113 million increase was driven by higher cash generation at
DAP, CE and GMS, due to increased earnings and lower working capital requirements. In addition, the
improvement was related to a EUR 720 million reduction in pension contributions compared to 2006.
The EUR 4,105 million proceeds from the sale of other non-current financial assets were primarily
related to the further reduction of our financial holding in TSMC, which yielded EUR 3,895 million.
Additionally, EUR 1,640 million cash was generated by the sale of interests in businesses,
including the sale of 46.4 million shares in LG.Philips LCD, resulting in a cash inflow of EUR
1,547 million, as well as by the divestment of the remaining parts of Optical Storage and Mobile
Phones. Furthermore, a net amount of EUR 385 million cash was generated by maturing currency
hedges.
During 2007, a total of EUR 1,485 million was utilized for acquisitions, notably PLI (EUR 561
million) and Color Kinetics (EUR 515 million), as well as DLO, Health Watch and Raytel Cardiac
Services.
In 2006, a total of EUR 2,467 million was used for acquisitions, notably Intermagnetics (EUR 993
million), Avent (EUR 689 million), Lifeline (EUR 583 million) and Witt Biomedical (EUR 110
million). The divestment of businesses, primarily within Innovation & Emerging Businesses,
generated EUR 318 million.
Philips sectors
Key data Medical Systems
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20051) |
|
|
20061) |
|
|
2007 |
|
Sales |
|
|
6,013 |
|
|
|
6,448 |
|
|
|
6,470 |
|
% increase, nominal |
|
|
9 |
|
|
|
7 |
|
|
|
0 |
|
% increase, comparable |
|
|
8 |
|
|
|
8 |
|
|
|
4 |
|
EBITA |
|
|
777 |
|
|
|
874 |
|
|
|
862 |
|
as % of sales |
|
|
12.9 |
|
|
|
13.6 |
|
|
|
13.3 |
|
EBIT |
|
|
698 |
|
|
|
780 |
|
|
|
742 |
|
as a % of sales |
|
|
11.6 |
|
|
|
12.1 |
|
|
|
11.5 |
|
Net operating capital (NOC) |
|
|
3,057 |
|
|
|
4,066 |
|
|
|
4,064 |
|
Cash flows before financing activities |
|
|
518 |
|
|
|
(417 |
) |
|
|
409 |
|
Employees (FTEs) |
|
|
24,221 |
|
|
|
26,203 |
|
|
|
27,441 |
|
|
|
|
1) |
|
Restated to present the MedQuist business as a discontinued operation |
Sales in 2007 totaled EUR 6,470 million, a stable performance in nominal terms compared to 2006.
Excluding the 2% positive impact of portfolio changes and the 5% unfavorable currency effect,
comparable sales growth was 4%. Particularly strong growth in Ultrasound & Monitoring and Customer
Services was partly offset by the decline in Imaging Systems which was negatively affected by the
continued softening of the imaging market in the US (including the effect of the Deficit Reduction
Act) and Japan.
From a regional perspective, single-digit comparable sales growth was achieved in the mature
markets, including North America, which generated double-digit growth in all businesses except
Imaging Systems. The key emerging markets experienced 10% comparable growth, with particularly
strong performance in India (17%) and solid growth of 9% each in China and Latin America.
EBITA amounted to EUR 862 million, or 13.3% of sales, in 2007, compared to EUR 874 million, or
13.6% of sales, in 2006. Higher earnings at Ultrasound & Monitoring, Customer Services and
Healthcare Informatics were offset by lower sales-driven earnings at Imaging Systems, partly due to
the impact of the Deficit Reduction Act.
EBIT declined from EUR 780 million in 2006 to EUR 742 million in 2007.
Cash flows before financing activities included net payments totaling EUR 70 million for the
acquisitions of Emergin, VMI and XIMIS in 2007, while 2006 included acquisition-related cash
outflows of EUR 1,103 million, for Intermagnetics and Witt Biomedical. Excluding these
acquisition-related disbursements, cash flows before financing activities were EUR 207 million
below 2006, mainly due to higher working capital requirements and increased capital expenditures.
Key data DAP
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
2,194 |
|
|
|
2,532 |
|
|
|
2,968 |
|
% increase, nominal |
|
|
7 |
|
|
|
15 |
|
|
|
17 |
|
% increase, comparable |
|
|
6 |
|
|
|
11 |
|
|
|
15 |
|
EBITA |
|
|
345 |
|
|
|
378 |
|
|
|
525 |
|
as % of sales |
|
|
15.7 |
|
|
|
14.9 |
|
|
|
17.7 |
|
EBIT |
|
|
340 |
|
|
|
370 |
|
|
|
513 |
|
as a % of sales |
|
|
15.5 |
|
|
|
14.6 |
|
|
|
17.3 |
|
Net operating capital (NOC) |
|
|
474 |
|
|
|
1,260 |
|
|
|
1,270 |
|
Cash flows before financing activities |
|
|
384 |
|
|
|
(287 |
) |
|
|
415 |
|
Employees (FTEs) |
|
|
8,203 |
|
|
|
9,933 |
|
|
|
9,881 |
|
2007 was a very successful year for DAP. Full-year sales increased by EUR 436 million, or 17%, on a
nominal basis. Adjusted for the 5% positive effect from the integration of Avent (acquired in
September 2006) and adverse currency developments (3%), comparable sales grew by 15%, significantly
ahead of the 7% growth target set at the beginning of the year. Double-digit comparable sales
growth was achieved by all businesses and market clusters. From a business perspective, growth was
led by excellent performance at Domestic Appliances, mainly driven by the Kitchen Appliances
business, benefiting from our investments in innovation and the brand. Shaving & Beauty benefited
from the successful introduction of two new shavers (Arcitec and the Moisturizing Shaving System)
and the continued acceptance and further roll-out of Bodygroom products. At Health & Wellness,
sales increased largely as a result of the good market acceptance of Oral Healthcare products,
supported by the launch of the new FlexCare toothbrush and the successful market introduction of
the Wake-up Light.
From a geographical perspective, comparable sales growth was evident in all countries, with
double-digit increases in all market clusters. Emerging markets including China, India, Brazil and
Russia representing about one third of DAPs sales contributed 28% comparable sales growth in
2007.
Compared to 2006, EBITA increased by EUR 147 million to EUR 525 million, corresponding to a
profitability improvement of 2.8% of sales, reaching 17.7% of sales in 2007. The year-on-year
earnings rise was largely driven by higher sales and tight cost management. EBITA improvements were
visible both in absolute amounts and relative to sales in all businesses.
EBIT increased by EUR 143 million to EUR 513 million in 2007, compared to EUR 370 million in 2006.
DAP generated EUR 415 million cash flows before financing activities, broadly in line with 2006,
excluding the EUR 689 million net cash payment for the acquisition of Avent. Higher earnings were
largely offset by increased working capital requirements.
Philips Annual Report 2007 191
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
|
|
|
188 IFRS information
|
|
|
240 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IFRS management commentary |
|
|
|
|
|
|
Key data CE
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
10,422 |
|
|
|
10,576 |
|
|
|
10,362 |
|
% increase (decrease), nominal |
|
|
5 |
|
|
|
1 |
|
|
|
(2 |
) |
% increase, comparable |
|
|
5 |
|
|
|
5 |
|
|
|
1 |
|
EBITA |
|
|
426 |
|
|
|
300 |
|
|
|
315 |
|
as % of sales |
|
|
4.1 |
|
|
|
2.8 |
|
|
|
3.0 |
|
EBIT |
|
|
425 |
|
|
|
299 |
|
|
|
312 |
|
as a % of sales |
|
|
4.1 |
|
|
|
2.8 |
|
|
|
3.0 |
|
Net operating capital (NOC) |
|
|
(200 |
) |
|
|
(134 |
) |
|
|
(157 |
) |
Cash flows before financing activities |
|
|
548 |
|
|
|
248 |
|
|
|
339 |
|
Employees (FTEs) |
|
|
15,537 |
|
|
|
14,486 |
|
|
|
13,516 |
|
Sales totaled EUR 10,362 million in 2007, reflecting a nominal decline of 2% compared to 2006.
Adjusted for 1% portfolio changes (mainly the sale of Mobile Phones in March 2007 and the
acquisition of DLO in May 2007) and 2% negative currency effects, comparable sales increased by 1%. Year-on-year sales growth was delivered by all businesses except Connected Displays, which
suffered from challenging market conditions and a loss of market share in the first half of the
year. The sales decline at Connected Displays was due to the positive effect, in 2006, of soccers
World Cup, as well as increased competition and price pressure in Flat TV, the latter particularly
in the US. However, in the second half of the year Connected Displays showed 10% comparable growth.
From a geographical perspective, sales growth was strong in Europe and the emerging markets in Asia
Pacific, driven by all businesses. Sales declined in North America and Latin America, primarily due
to Connected Displays.
CEs focus on margin management resulted in an EBITA of EUR 315 million, or 3.0% of sales, compared
to 2.8% in 2006, in line with the target set for the division. Significant margin pressure at
Connected Displays, particularly in the US, was more than offset by higher EBITA in the other
businesses.
EBIT reached EUR 312 million (3.0% of sales), compared to EUR 299 million (2.8% of sales) in 2006.
Net operating capital at the end of 2007 amounted to negative EUR 157 million (2006: negative EUR
134 million), reflecting the continued success of the divisions asset-light strategy. Cash flows
before financing activities improved from EUR 248 million in 2006 to EUR 339 million in 2007,
primarily driven by tight working capital management at Connected Displays.
Key data Lighting
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
4,775 |
|
|
|
5,466 |
|
|
|
6,093 |
|
% increase, nominal |
|
|
6 |
|
|
|
14 |
|
|
|
11 |
|
% increase, comparable |
|
|
4 |
|
|
|
8 |
|
|
|
6 |
|
EBITA |
|
|
503 |
|
|
|
547 |
|
|
|
665 |
|
as % of sales |
|
|
10.5 |
|
|
|
10.0 |
|
|
|
10.9 |
|
EBIT |
|
|
500 |
|
|
|
516 |
|
|
|
618 |
|
as a % of sales |
|
|
10.5 |
|
|
|
9.4 |
|
|
|
10.1 |
|
Net operating capital (NOC) |
|
|
2,846 |
|
|
|
2,817 |
|
|
|
4,059 |
|
Cash flows before financing activities |
|
|
(236 |
) |
|
|
451 |
|
|
|
(644 |
) |
Employees (FTEs) |
|
|
45,649 |
|
|
|
47,739 |
|
|
|
54,323 |
|
Lighting sales grew 11% in nominal terms in 2007, supported by the contribution of the
acquired companies PLI and Color Kinetics. Excluding these acquisitions and the negative currency
impact of 3%, comparable growth amounted to 6%, led by robust growth of energy-efficient lighting,
primarily within Lamps and Luminaires. Sales of Solid-State Lighting applications grew 281% year-on-year,
reaching EUR 160 million, helped by the
acquisition of Color Kinetics. Automotive Lighting and Lighting Electronics also achieved
comparable growth. However, the remaining businesses showed comparable declines, mainly due to the
contracting rear-projection TV market (Special Lighting Applications).
Geographically, the division showed strong growth in all market clusters except North America.
Emerging markets delivered particularly strong growth of 17% in currency-comparable terms,
attributable to solid growth across all businesses except for Special Lighting Applications in
Asia, related to the rapid contraction of the rear-projection TV market. Sales growth was notably
strong in China (18%) and India (16%).
EBITA in 2007 amounted to EUR 665 million, growing by EUR 118 million year-on-year to reach 10.9%
of sales, compared to EUR 547 million, or 10.0% of sales, in 2006. This improvement was driven by
solid earnings growth at Lamps and Luminaires, additional EBITA following the successful
integration of PLI, and lower losses related to the fluorescent-based backlighting solutions
business which we exited in Q1 2007.
EBIT improved by EUR 102 million to reach EUR 618 million, or 10.1% of sales.
Cash flows before financing included acquisition-related investments totaling EUR 1,162 million in
2007, most notably net payments of EUR 561 million for Partners in Lighting and of EUR 515 million
for Color Kinetics. Net capital expenditures declined by EUR 87 million compared to 2006, mainly
due to higher investments in Lumileds in 2006.
Key data I&EB
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
1,905 |
|
|
|
1,493 |
|
|
|
703 |
|
% decrease, nominal |
|
|
(18 |
) |
|
|
(22 |
) |
|
|
(53 |
) |
% increase (decrease), comparable |
|
|
(5 |
) |
|
|
(9 |
) |
|
|
32 |
|
EBITA |
|
|
(195 |
) |
|
|
(146 |
) |
|
|
(118 |
) |
as % of sales |
|
|
(10.2 |
) |
|
|
(9.8 |
) |
|
|
(16.8 |
) |
EBIT |
|
|
(195 |
) |
|
|
(164 |
) |
|
|
(136 |
) |
as a % of sales |
|
|
(10.2 |
) |
|
|
(11.0 |
) |
|
|
(19.3 |
) |
Net operating capital (NOC) |
|
|
302 |
|
|
|
791 |
|
|
|
1,021 |
|
Cash flows before financing activities |
|
|
(96 |
) |
|
|
(625 |
) |
|
|
(440 |
) |
Employees (FTEs) |
|
|
15,130 |
|
|
|
9,852 |
|
|
|
7,638 |
|
EBITA at Innovation & Emerging Businesses improved compared to 2006, to a loss of EUR 118 million.
Excluding the aggregated gain of EUR 35 million in 2006 on the divestment of several businesses
within Corporate Investments (most notably PSS, ETG and PBC) and Corporate Technologies
(CryptoTec), EBITA improved by EUR 63 million, mainly due to higher license income.
Key data CMS
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
136 |
|
|
|
167 |
|
|
|
197 |
|
EBITA |
|
|
(262 |
) |
|
|
(844 |
) |
|
|
(556 |
) |
EBIT |
|
|
(262 |
) |
|
|
(844 |
) |
|
|
(556 |
) |
Net operating capital (NOC) |
|
|
(2,252 |
) |
|
|
(1,415 |
) |
|
|
(1,423 |
) |
Cash flows before financing activities |
|
|
1,736 |
|
|
|
(1,832 |
) |
|
|
5,373 |
|
Employees (FTEs) |
|
|
6,312 |
|
|
|
6,879 |
|
|
|
5,299 |
|
EBITA at Group Management & Services improved by EUR 288 million compared to 2006, when the EUR 182
million asbestos-related product liability charge was recognized. The improvement in EBITA was also
driven by a reduction in Corporate, Country & Regional overheads and reduced investments in the
brand campaign.
192 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Net income attributable to stockholders, as
per the consolidated statements of income
on an IFRS basis |
|
|
3,374 |
|
|
|
4,664 |
|
|
|
4,655 |
|
Adjustments to reconcile to US GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
- Reversal of capitalized product
development cost |
|
|
(263 |
) |
|
|
(271 |
) |
|
|
(234 |
) |
- Reversal of amortization of product
development costs |
|
|
197 |
|
|
|
213 |
|
|
|
205 |
|
- Reversal of additional net pensions
and other charges |
|
|
97 |
|
|
|
292 |
|
|
|
311 |
|
- Financial income and expense |
|
|
(5 |
) |
|
|
1 |
|
|
|
(236 |
) |
- Adjustment of results of
equity-accounted investees |
|
|
(521 |
) |
|
|
(18 |
) |
|
|
(121 |
) |
- Provisions |
|
|
|
|
|
|
(65 |
) |
|
|
9 |
|
- Income tax effect on US GAAP
adjustments |
|
|
(24 |
) |
|
|
22 |
|
|
|
(131 |
) |
- Discontinued operations |
|
|
(5 |
) |
|
|
472 |
|
|
|
(360 |
) |
- Other |
|
|
18 |
|
|
|
73 |
|
|
|
70 |
|
Net income as per the consolidated
statements of income on a US GAAP basis |
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
Reconciliation of stockholders equity from IFRS to US GAAP
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
Dec. 31, |
|
|
Dec. 31, |
|
|
|
2006 |
|
|
2007 |
|
Stockholders equity as per the consolidated
balance sheets on an IFRS basis |
|
|
21,910 |
|
|
|
20,287 |
|
Adjustments to reconcile to US GAAP: |
|
|
|
|
|
|
|
|
- Reversal of capitalized product development
cost |
|
|
(535 |
) |
|
|
(518 |
) |
- Reversal of pensions and other postretirement
benefits |
|
|
1,700 |
|
|
|
2,169 |
|
- Goodwill amortization (until January 1, 2004) |
|
|
287 |
|
|
|
260 |
|
- Goodwill capitalization (acquisition-related) |
|
|
30 |
|
|
|
76 |
|
- Acquisition-related intangibles |
|
|
(210 |
) |
|
|
(162 |
) |
- Equity-accounted investees |
|
|
105 |
|
|
|
69 |
|
- Reversal of result on recognition of sale and
leaseback |
|
|
(52 |
) |
|
|
(39 |
) |
- Provisions |
|
|
(58 |
) |
|
|
(18 |
) |
- Deferred tax effect |
|
|
(168 |
) |
|
|
(447 |
) |
- Assets from discontinued operations |
|
|
3 |
|
|
|
14 |
|
- Other |
|
|
(15 |
) |
|
|
(7 |
) |
Stockholders equity as per the consolidated
balance sheets on a US GAAP basis |
|
|
22,997 |
|
|
|
21,684 |
|
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 costs under US GAAP are 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 between IFRS and US GAAP. |
|
|
|
IFRS requires up-front profit recognition of operational
sale-and-leaseback transactions when the sale-and-leaseback 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 in IFRS
1 that allows the inclusion of the existing negative cumulative translation
differences 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. |
|
|
|
In 2006 the result of discontinued operations was particularly affected by
the different treatment of development costs between US GAAP and IFRS. This
resulted in a higher gain upon the sale of the semiconductor division under
US GAAP than IFRS. In 2007, the difference in results from discontinued
operations was particularly impacted by the impairment of MedQuist, which
takes into account a higher cumulative currency translation loss under US
GAAP than IFRS due to the above mentioned IFRS 1 exemption. |
Philips Annual Report 2007 193
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
Group financial statements
|
|
|
|
|
|
188 IFRS information
|
|
|
|
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
Sales |
|
|
25,445 |
|
|
|
26,682 |
|
|
|
26,793 |
|
|
|
|
Cost of sales |
|
|
(17,540 |
) |
|
|
(18,448 |
) |
|
|
(17,678 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross margin |
|
|
7,905 |
|
|
|
8,234 |
|
|
|
9,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling expenses |
|
|
(4,425 |
) |
|
|
(4,679 |
) |
|
|
(4,985 |
) |
|
|
|
General and administrative expenses |
|
|
(856 |
) |
|
|
(1,174 |
) |
|
|
(1,124 |
) |
|
|
|
Research and development expenses |
|
|
(1,536 |
) |
|
|
(1,603 |
) |
|
|
(1,617 |
) |
|
|
|
Other business income |
|
|
580 |
|
|
|
328 |
|
|
|
269 |
|
|
|
|
Other business expense |
|
|
(162 |
) |
|
|
(149 |
) |
|
|
(165 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
|
|
Income from operations |
|
|
1,506 |
|
|
|
957 |
|
|
|
1,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
Financial income |
|
|
397 |
|
|
|
546 |
|
|
|
3,194 |
|
41 |
|
|
Financial expenses |
|
|
(289 |
) |
|
|
(517 |
) |
|
|
(345 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
1,614 |
|
|
|
986 |
|
|
|
4,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
Income tax expense |
|
|
(501 |
) |
|
|
(189 |
) |
|
|
(491 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income after taxes |
|
|
1,113 |
|
|
|
797 |
|
|
|
3,851 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
Results relating to equity-accounted investees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Companys participation in income (loss) |
|
|
514 |
|
|
|
(188 |
) |
|
|
246 |
|
|
|
|
- Other results |
|
|
1,765 |
|
|
|
49 |
|
|
|
638 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before minority interests |
|
|
3,392 |
|
|
|
658 |
|
|
|
4,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
(12 |
) |
|
|
(4 |
) |
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
3,380 |
|
|
|
654 |
|
|
|
4,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
Discontinued operations |
|
|
(6 |
) |
|
|
4,010 |
|
|
|
(73 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44 |
|
|
Net income attributable to stockholders |
|
|
3,374 |
|
|
|
4,664 |
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attribution of net income for the period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
|
3,374 |
|
|
|
4,664 |
|
|
|
4,655 |
|
|
|
|
Net income attributable to minority interests |
|
|
(2 |
) |
|
|
4 |
|
|
|
3 |
|
|
|
|
Net income for the period |
|
|
3,372 |
|
|
|
4,668 |
|
|
|
4,658 |
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
194 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Weighted average number of common shares
outstanding (after deduction of treasury
stock) during the year (in thousands) |
|
|
1,249,956 |
|
|
|
1,174,925 |
|
|
|
1,086,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted average number of
shares (after deduction of treasury
stock) during the year (in thousands) |
|
|
1,253,330 |
|
|
|
1,183,631 |
|
|
|
1,098,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.70 |
|
|
|
0.56 |
|
|
|
4.35 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
3.41 |
|
|
|
(0.06 |
) |
Net income |
|
|
2.70 |
|
|
|
3.97 |
|
|
|
4.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per common share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
2.70 |
|
|
|
0.55 |
|
|
|
4.30 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
3.39 |
|
|
|
(0.06 |
) |
Net income |
|
|
2.70 |
|
|
|
3.94 |
|
|
|
4.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid per common share in euros |
|
|
0.40 |
|
|
|
0.44 |
|
|
|
0.60 |
|
Philips Annual Report 2007 195
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
|
|
|
5,886 |
|
|
|
|
|
|
|
8,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45 67 |
|
|
Receivables: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Accounts receivable net |
|
|
4,257 |
|
|
|
|
|
|
|
4,209 |
|
|
|
|
|
|
|
|
|
- Accounts receivable from related parties |
|
|
37 |
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
- Other receivables |
|
|
438 |
|
|
|
|
|
|
|
435 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,732 |
|
|
|
|
|
|
|
4,670 |
|
|
38 |
|
|
Current assets of discontinued operations |
|
|
|
|
|
|
185 |
|
|
|
|
|
|
|
149 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46 |
|
|
Inventories net |
|
|
|
|
|
|
2,880 |
|
|
|
|
|
|
|
3,203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47 |
|
|
Other current assets |
|
|
|
|
|
|
770 |
|
|
|
|
|
|
|
622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
14,453 |
|
|
|
|
|
|
|
17,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43 |
|
|
Investments in equity-accounted investees |
|
|
|
|
|
|
2,869 |
|
|
|
|
|
|
|
1,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
48 |
|
|
Other
non-current financial assets |
|
|
|
|
|
|
8,055 |
|
|
|
|
|
|
|
3,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49 |
|
|
Non-current receivables |
|
|
|
|
|
|
206 |
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38 |
|
|
Non-current assets of discontinued operations |
|
|
|
|
|
|
242 |
|
|
|
|
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
Other non-current assets |
|
|
|
|
|
|
390 |
|
|
|
|
|
|
|
384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
42 |
|
|
Deferred tax assets |
|
|
|
|
|
|
1,449 |
|
|
|
|
|
|
|
1,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 61 |
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
7,560 |
|
|
|
|
|
|
|
7,897 |
|
|
|
|
|
|
|
|
|
- Less accumulated depreciation |
|
|
(4,458 |
) |
|
|
|
|
|
|
(4,703 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,102 |
|
|
|
|
|
|
|
3,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
Intangible assets excluding goodwill: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- At cost |
|
|
4,082 |
|
|
|
|
|
|
|
4,609 |
|
|
|
|
|
|
|
|
|
- Less accumulated amortization |
|
|
(1,524 |
) |
|
|
|
|
|
|
(1,774 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,558 |
|
|
|
|
|
|
|
2,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
53 |
|
|
Goodwill |
|
|
|
|
|
|
3,406 |
|
|
|
|
|
|
|
3,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current assets |
|
|
|
|
|
|
22,277 |
|
|
|
|
|
|
|
16,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,730 |
|
|
|
|
|
|
|
34,145 |
|
The year 2006 is restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
196 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
260 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67 |
|
|
Accounts and notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Trade creditors |
|
|
3,172 |
|
|
|
|
|
|
|
3,083 |
|
|
|
|
|
|
|
|
|
- Accounts payable to related parties |
|
|
271 |
|
|
|
|
|
|
|
289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,443 |
|
|
|
|
|
|
|
3,372 |
|
|
38 |
|
|
Current liabilities of discontinued operations |
|
|
|
|
|
|
46 |
|
|
|
|
|
|
|
46 |
|
|
54 |
|
|
Accrued liabilities |
|
|
|
|
|
|
3,280 |
|
|
|
|
|
|
|
2,975 |
|
|
55 56 62 |
|
|
Short-term provisions |
|
|
|
|
|
|
755 |
|
|
|
|
|
|
|
382 |
|
|
57 |
|
|
Other current liabilities |
|
|
|
|
|
|
605 |
|
|
|
|
|
|
|
509 |
|
|
58 59 |
|
|
Short-term debt |
|
|
|
|
|
|
871 |
|
|
|
|
|
|
|
2,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
9,000 |
|
|
|
|
|
|
|
9,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59 61 |
|
|
Long-term debt |
|
|
|
|
|
|
3,007 |
|
|
|
|
|
|
|
1,213 |
|
|
55 56 62 |
|
|
Long-term provisions |
|
|
|
|
|
|
1,788 |
|
|
|
|
|
|
|
1,915 |
|
|
42 |
|
|
Deferred tax liabilities |
|
|
|
|
|
|
263 |
|
|
|
|
|
|
|
141 |
|
|
38 |
|
|
Non-current liabilities of discontinued operations |
|
|
|
|
|
|
32 |
|
|
|
|
|
|
|
32 |
|
|
60 |
|
|
Other non-current liabilities |
|
|
|
|
|
|
595 |
|
|
|
|
|
|
|
796 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-current liabilities |
|
|
|
|
|
|
5,685 |
|
|
|
|
|
|
|
4,097 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
61 62 |
|
|
Contractual obligations and contingent liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests1) |
|
|
|
|
|
|
135 |
|
|
|
|
|
|
|
127 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63 |
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares), issued none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued and fully paid: 1,142,826,763 shares (2006: 1,142,826,763 shares) |
|
|
228 |
|
|
|
|
|
|
|
228 |
|
|
|
|
|
|
|
|
|
Capital in excess of par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings |
|
|
17,524 |
|
|
|
|
|
|
|
21,544 |
|
|
|
|
|
|
|
|
|
Revaluation reserve |
|
|
167 |
|
|
|
|
|
|
|
133 |
|
|
|
|
|
|
|
|
|
Other reserves |
|
|
4,914 |
|
|
|
|
|
|
|
598 |
|
|
|
|
|
|
|
|
|
Treasury shares, at cost 77,933,509 shares (2006: 35,933,526 shares) |
|
|
(923 |
) |
|
|
|
|
|
|
(2,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,910 |
|
|
|
|
|
|
|
20,287 |
|
|
|
|
|
Total equity |
|
|
|
|
|
|
22,045 |
|
|
|
|
|
|
|
20,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,730 |
|
|
|
|
|
|
|
34,145 |
|
|
|
|
1) |
|
Of which discontinued operations EUR 91 million at December 31, 2006 and EUR 79
million at December 31, 2007. |
Philips Annual Report 2007 197
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to stockholders |
|
|
3,374 |
|
|
|
4,664 |
|
|
|
4,655 |
|
|
|
|
|
Loss (income) from discontinued operations |
|
|
6 |
|
|
|
(4,010 |
) |
|
|
73 |
|
|
|
|
|
Minority interests |
|
|
12 |
|
|
|
4 |
|
|
|
7 |
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
919 |
|
|
|
990 |
|
|
|
1,083 |
|
|
|
|
|
Impairment of equity-accounted investees and available-for-sales securities |
|
|
137 |
|
|
|
8 |
|
|
|
39 |
|
|
|
|
|
Net gain on sale of assets |
|
|
(2,315 |
) |
|
|
(232 |
) |
|
|
(3,385 |
) |
|
|
|
|
(Income) loss from equity-accounted investees |
|
|
(661 |
) |
|
|
237 |
|
|
|
(371 |
) |
|
|
|
|
Dividends received from equity-accounted investees |
|
|
312 |
|
|
|
|
|
|
|
48 |
|
|
|
|
|
Dividends paid to minority shareholders |
|
|
(16 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in receivables and other current assets |
|
|
(26 |
) |
|
|
(2,067 |
) |
|
|
(435 |
) |
|
|
|
|
(Increase) decrease in inventories |
|
|
(235 |
) |
|
|
2 |
|
|
|
(389 |
) |
|
|
|
|
Increase in accounts payable, accrued and other liabilities |
|
|
250 |
|
|
|
1,042 |
|
|
|
121 |
|
|
|
|
|
Decrease in non-current receivables/other assets |
|
|
98 |
|
|
|
138 |
|
|
|
298 |
|
|
|
|
|
Decrease in provisions |
|
|
(449 |
) |
|
|
(267 |
) |
|
|
(198 |
) |
|
|
|
|
Proceeds from sales of trading securities |
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
|
|
Other items |
|
|
1 |
|
|
|
130 |
|
|
|
10 |
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,407 |
|
|
|
639 |
|
|
|
1,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of intangible assets |
|
|
(74 |
) |
|
|
(101 |
) |
|
|
(118 |
) |
|
|
|
|
Expenditures on development assets |
|
|
(259 |
) |
|
|
(295 |
) |
|
|
(233 |
) |
|
|
|
|
Capital expenditures on property, plant and equipment |
|
|
(624 |
) |
|
|
(698 |
) |
|
|
(658 |
) |
|
|
|
|
Proceeds from disposals of property, plant and equipment |
|
|
211 |
|
|
|
107 |
|
|
|
81 |
|
|
64 |
|
|
Cash from derivatives |
|
|
(46 |
) |
|
|
62 |
|
|
|
385 |
|
|
|
|
|
Purchase of other non-current financial assets |
|
|
(18 |
) |
|
|
(31 |
) |
|
|
(17 |
) |
|
65 |
|
|
Proceeds from other non-current financial assets |
|
|
630 |
|
|
|
4 |
|
|
|
4,105 |
|
|
|
|
|
Purchase of businesses, net of cash acquired |
|
|
(1,089 |
) |
|
|
(2,467 |
) |
|
|
(1,485 |
) |
|
|
|
|
Proceeds from sale of interests in businesses |
|
|
2,716 |
|
|
|
318 |
|
|
|
1,640 |
|
|
|
|
|
Net cash provided by (used for) investing activities |
|
|
1,447 |
|
|
|
(3,101 |
) |
|
|
3,700 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in short-term debt |
|
|
(36 |
) |
|
|
97 |
|
|
|
(158 |
) |
|
|
|
|
Principal payments on long-term debt |
|
|
(375 |
) |
|
|
(553 |
) |
|
|
(155 |
) |
|
|
|
|
Proceeds from issuance of long-term debt |
|
|
74 |
|
|
|
9 |
|
|
|
29 |
|
|
|
|
|
Treasury stock transactions |
|
|
(1,761 |
) |
|
|
(2,755 |
) |
|
|
(1,448 |
) |
|
|
|
|
Dividends paid |
|
|
(504 |
) |
|
|
(523 |
) |
|
|
(639 |
) |
|
|
|
|
Net cash used for financing activities |
|
|
(2,602 |
) |
|
|
(3,725 |
) |
|
|
(2,371 |
) |
|
|
|
|
|
Net cash provided by (used for) continuing operations |
|
|
252 |
|
|
|
(6,187 |
) |
|
|
3,081 |
|
198 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
250 Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
260 Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Cash flows from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) operating activities |
|
|
1,380 |
|
|
|
582 |
|
|
|
(153 |
) |
Net cash (used for) provided by investing activities |
|
|
(847 |
) |
|
|
6,532 |
|
|
|
38 |
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used for) discontinued operations |
|
|
533 |
|
|
|
7,114 |
|
|
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by continuing and discontinued operations |
|
|
785 |
|
|
|
927 |
|
|
|
2,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in exchange rates on cash positions |
|
|
159 |
|
|
|
(197 |
) |
|
|
(112 |
) |
Cash and cash equivalents at the beginning of the year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
6,023 |
|
Cash and cash equivalents at the end of the year |
|
|
5,293 |
|
|
|
6,023 |
|
|
|
8,877 |
|
Less cash and cash equivalents at the end of the year discontinued operations |
|
|
150 |
|
|
|
137 |
|
|
|
108 |
|
Cash and cash equivalents at the end of the year continuing operations |
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated
financial statements.
Supplemental disclosures to the consolidated statements of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
|
|
|
|
Net cash paid during the year for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
178 |
|
|
|
211 |
|
|
|
49 |
|
|
|
|
|
Income taxes |
|
|
302 |
|
|
|
632 |
|
|
|
493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net gain on sale of assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash proceeds from the sale of assets |
|
|
3,557 |
|
|
|
429 |
|
|
|
5,826 |
|
|
|
|
|
Book value of these assets |
|
|
(1,314 |
) |
|
|
(249 |
) |
|
|
(2,528 |
) |
|
|
|
|
Non-cash gains |
|
|
72 |
|
|
|
52 |
|
|
|
87 |
|
|
|
|
|
|
|
|
2,315 |
|
|
|
232 |
|
|
|
3,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing information |
|
|
|
|
|
|
|
|
|
|
|
|
|
66 |
|
|
Assets received in lieu of cash from the sale of businesses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares/share options/convertible bonds |
|
|
330 |
|
|
|
188 |
|
|
|
|
|
|
|
|
|
Receivables/loans |
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
Conversion of convertible personnel debentures |
|
|
|
|
|
|
26 |
|
|
|
38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury stock transactions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquired |
|
|
(1,836 |
) |
|
|
(2,899 |
) |
|
|
(1,609 |
) |
|
|
|
|
Exercise of stock options |
|
|
75 |
|
|
|
144 |
|
|
|
161 |
|
The years 2005 and 2006 are restated to present the MedQuist business as a discontinued operation.
The accompanying notes are an integral part of these consolidated financial statements.
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 2007 199
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
188 IFRS information
|
|
240 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
|
|
|
|
|
|
|
number of |
|
|
|
|
|
|
capital in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
stock- |
|
|
|
|
|
|
|
|
|
shares in |
|
|
common |
|
|
excess of par |
|
|
retained |
|
|
revaluation |
|
|
other |
|
|
treasury |
|
|
holders |
|
|
minority |
|
|
|
|
|
|
thousands |
|
|
stock |
|
|
value |
|
|
earnings |
|
|
reserve |
|
|
reserves |
|
|
shares at cost |
|
|
equity |
|
|
interests1) |
|
|
total equity |
|
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 |
|
|
|
|
|
|
|
(245 |
) |
|
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
528 |
|
|
|
171 |
|
|
|
|
|
|
|
|
|
Share-based compensation plans |
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122 |
|
|
|
|
|
|
|
|
|
Income tax share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
(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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
Net current period change -
continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,348 |
) |
|
|
|
|
|
|
(1,348 |
) |
|
|
|
|
|
|
|
|
Net current period change -
discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22 |
) |
|
|
|
|
|
|
(22 |
) |
|
|
|
|
|
|
|
|
Income tax on net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
|
|
|
|
|
|
Release revaluation reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,933 |
) |
|
|
|
|
|
|
(2,933 |
) |
|
|
|
|
|
|
|
|
Total recognized income and expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,689 |
|
|
|
(34 |
) |
|
|
(4,316 |
) |
|
|
|
|
|
|
339 |
|
|
|
|
|
|
|
|
|
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(659 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(659 |
) |
|
|
|
|
|
|
|
|
Purchase of treasury stock |
|
|
(53,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,633 |
) |
|
|
(1,633 |
) |
|
|
|
|
|
|
|
|
Re-issuance of treasury stock |
|
|
11,141 |
|
|
|
|
|
|
|
(131 |
) |
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
340 |
|
|
|
199 |
|
|
|
|
|
|
|
|
|
Share-based compensation plans |
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
|
|
|
|
|
|
Income tax share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
(42,000 |
) |
|
|
|
|
|
|
|
|
|
|
4,020 |
|
|
|
(34 |
) |
|
|
(4,316 |
) |
|
|
(1,293 |
) |
|
|
(1,623 |
) |
|
|
(8 |
) |
|
|
(1,631 |
) |
Balance as of Dec. 31, 2007 |
|
|
1,064,893 |
|
|
|
228 |
|
|
|
|
|
|
|
21,544 |
|
|
|
133 |
|
|
|
598 |
|
|
|
(2,216 |
) |
|
|
20,287 |
|
|
|
127 |
|
|
|
20,414 |
|
|
|
|
1) |
|
Of which discontinued operations: EUR 173 million at December 31, 2005, EUR 91
million at December 31, 2006 and EUR 79 million at December 31, 2007 |
The accompanying notes are an integral part of these consolidated financial statements
200 Philips Annual Report 2007
|
|
|
|
|
|
|
246
Reconciliation of
|
|
250
Corporate governance
|
|
258
The Philips Group
|
|
260
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 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change continuing operations |
|
|
(749 |
) |
|
|
(618 |
) |
|
|
19 |
|
|
|
(1,348 |
) |
Net current period change discontinued operations |
|
|
(22 |
) |
|
|
|
|
|
|
|
|
|
|
(22 |
) |
Income tax on net current period change |
|
|
(10 |
) |
|
|
|
|
|
|
(3 |
) |
|
|
(13 |
) |
Reclassification into income |
|
|
(67 |
) |
|
|
(2,870 |
) |
|
|
4 |
|
|
|
(2,933 |
) |
|
|
|
(848 |
) |
|
|
(3,488 |
) |
|
|
20 |
|
|
|
(4,316 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
|
(613 |
) |
|
|
1,183 |
|
|
|
28 |
|
|
|
598 |
|
Philips Annual Report 2007 201
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
Information by sectors and main countries
|
|
240 Company financial statements |
|
|
|
|
|
Information by sectors and main countries
in millions of euros unless otherwise stated
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
results relating |
|
|
|
|
|
|
|
|
|
|
research and |
|
|
|
|
|
|
income from |
|
|
to equity- |
|
|
cash flow |
|
|
|
|
|
|
|
development |
|
|
income from |
|
|
operations as a |
|
|
accounted |
|
|
before |
|
|
|
sales |
|
|
expenses |
|
|
operations |
|
|
% of sales |
|
|
investees |
|
|
activities |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,470 |
|
|
|
(574 |
) |
|
|
742 |
|
|
|
11.5 |
|
|
|
7 |
|
|
|
409 |
|
DAP |
|
|
2,968 |
|
|
|
(161 |
) |
|
|
513 |
|
|
|
17.3 |
|
|
|
|
|
|
|
415 |
|
Consumer Electronics |
|
|
10,362 |
|
|
|
(327 |
) |
|
|
312 |
|
|
|
3.0 |
|
|
|
2 |
|
|
|
339 |
|
Lighting |
|
|
6,093 |
|
|
|
(282 |
) |
|
|
618 |
|
|
|
10.1 |
|
|
|
|
|
|
|
(644 |
) |
Innovation & Emerging Businesses |
|
|
703 |
|
|
|
(597 |
) |
|
|
(136 |
) |
|
|
(19.3 |
) |
|
|
(9 |
) |
|
|
(440 |
) |
Group Management & Services |
|
|
197 |
|
|
|
|
|
|
|
(556 |
) |
|
|
|
|
|
|
884 |
|
|
|
5,373 |
|
Inter-sector eliminations |
|
|
|
|
|
|
324 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,793 |
|
|
|
(1,617 |
) |
|
|
1,493 |
|
|
|
5.6 |
|
|
|
884 |
|
|
|
5,452 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,448 |
|
|
|
(517 |
) |
|
|
780 |
|
|
|
12.1 |
|
|
|
9 |
|
|
|
(417 |
) |
DAP |
|
|
2,532 |
|
|
|
(154 |
) |
|
|
370 |
|
|
|
14.6 |
|
|
|
|
|
|
|
(287 |
) |
Consumer Electronics |
|
|
10,576 |
|
|
|
(392 |
) |
|
|
299 |
|
|
|
2.8 |
|
|
|
3 |
|
|
|
248 |
|
Lighting |
|
|
5,466 |
|
|
|
(262 |
) |
|
|
516 |
|
|
|
9.4 |
|
|
|
(4 |
) |
|
|
451 |
|
Innovation & Emerging Businesses |
|
|
1,493 |
|
|
|
(587 |
) |
|
|
(164 |
) |
|
|
(11.0 |
) |
|
|
(12 |
) |
|
|
(625 |
) |
Group Management & Services |
|
|
167 |
|
|
|
|
|
|
|
(844 |
) |
|
|
|
|
|
|
(135 |
) |
|
|
(1,832 |
) |
Inter-sector eliminations |
|
|
|
|
|
|
309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,682 |
|
|
|
(1,603 |
) |
|
|
957 |
|
|
|
3.6 |
|
|
|
(139 |
) |
|
|
(2,462 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,013 |
|
|
|
(511 |
) |
|
|
698 |
|
|
|
11.6 |
|
|
|
12 |
|
|
|
518 |
|
DAP |
|
|
2,194 |
|
|
|
(118 |
) |
|
|
340 |
|
|
|
15.5 |
|
|
|
|
|
|
|
384 |
|
Consumer Electronics |
|
|
10,422 |
|
|
|
(416 |
) |
|
|
425 |
|
|
|
4.1 |
|
|
|
2 |
|
|
|
548 |
|
Lighting |
|
|
4,775 |
|
|
|
(192 |
) |
|
|
500 |
|
|
|
10.5 |
|
|
|
20 |
|
|
|
(236 |
) |
Innovation & Emerging Businesses |
|
|
1,905 |
|
|
|
(591 |
) |
|
|
(195 |
) |
|
|
(10.2 |
) |
|
|
(8 |
) |
|
|
(96 |
) |
Group Management & Services |
|
|
136 |
|
|
|
|
|
|
|
(262 |
) |
|
|
|
|
|
|
2,253 |
|
|
|
1,736 |
|
Inter-sector eliminations |
|
|
|
|
|
|
292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,445 |
|
|
|
(1,536 |
) |
|
|
1,506 |
|
|
|
5.9 |
|
|
|
2,279 |
|
|
|
2,854 |
|
The years 2005 and 2006 have been restated to present the MedQuist business as a discontinued
operation. As of January 2007, the following key portfolio changes have been applied to the Philips
Group structure: Other Activities was renamed Innovation & Emerging Businesses; Unallocated was
renamed Group Management & Services; GSU activities and Miscellaneous were transferred from
Innovation & Emerging Businesses to Group Management & Services; Consumer Healthcare Solutions was
moved from DAP to Innovation & Emerging Businesses. Also, of January 2007, certain
Corporate/Regional/Country overhead and Corporate Intellectual Property costs were allocated to the
operating divisions to further improve transparency of the total cost structure. As a consequence
of the aforementioned, prior-year financials have been restated.
The following sectors are distinguished as reportable segments: Medical Systems, Domestic
Appliances and Personal Care (DAP),Consumer Electronics (CE), Lighting, Innovation & Emerging Businesses (I&EB) and Group Management
& Services (GMS). 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, and Optical Licenses.
Lighting:
Consists of the following lines of business Lamps, Luminaires, Lighting Electronics,
Automotive, Special Lighting & UHP and Lumileds.
I&EB: 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.
GMS: 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 to the other
sectors.
202 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation of |
|
|
|
|
|
|
|
net operating |
|
|
total liabilities |
|
|
|
|
|
|
capital |
|
|
property, plant |
|
|
|
total assets |
|
|
capital |
|
|
excl. debt |
|
|
long-lived assets |
|
|
expenditures |
|
|
and equipment |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,000 |
|
|
|
4,064 |
|
|
|
1,881 |
|
|
|
3,229 |
|
|
|
150 |
|
|
|
81 |
|
DAP |
|
|
1,913 |
|
|
|
1,270 |
|
|
|
643 |
|
|
|
1,243 |
|
|
|
86 |
|
|
|
77 |
|
Consumer Electronics |
|
|
2,622 |
|
|
|
(157 |
) |
|
|
2,780 |
|
|
|
271 |
|
|
|
78 |
|
|
|
79 |
|
Lighting |
|
|
5,287 |
|
|
|
4,059 |
|
|
|
1,220 |
|
|
|
3,462 |
|
|
|
247 |
|
|
|
217 |
|
Innovation & Emerging Businesses |
|
|
1,427 |
|
|
|
1,021 |
|
|
|
45 |
|
|
|
1,019 |
|
|
|
69 |
|
|
|
49 |
|
Group Management & Services |
|
|
16,577 |
|
|
|
(1,423 |
) |
|
|
3,521 |
|
|
|
605 |
|
|
|
28 |
|
|
|
59 |
|
|
|
|
33,826 |
|
|
|
8,834 |
|
|
|
10,090 |
|
|
|
9,829 |
|
|
|
658 |
|
|
|
562 |
|
Discontinued operations |
|
|
319 |
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,145 |
|
|
|
|
|
|
|
10,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
6,026 |
|
|
|
4,066 |
|
|
|
1,911 |
|
|
|
3,430 |
|
|
|
82 |
|
|
|
72 |
|
DAP |
|
|
1,890 |
|
|
|
1,260 |
|
|
|
630 |
|
|
|
1,326 |
|
|
|
84 |
|
|
|
69 |
|
Consumer Electronics |
|
|
2,609 |
|
|
|
(134 |
) |
|
|
2,735 |
|
|
|
242 |
|
|
|
72 |
|
|
|
71 |
|
Lighting |
|
|
3,983 |
|
|
|
2,817 |
|
|
|
1,159 |
|
|
|
2,508 |
|
|
|
343 |
|
|
|
205 |
|
Innovation & Emerging Businesses |
|
|
1,456 |
|
|
|
791 |
|
|
|
500 |
|
|
|
914 |
|
|
|
11 |
|
|
|
71 |
|
Group Management & Services |
|
|
20,339 |
|
|
|
(1,415 |
) |
|
|
3,794 |
|
|
|
646 |
|
|
|
106 |
|
|
|
66 |
|
|
|
|
36,303 |
|
|
|
7,385 |
|
|
|
10,729 |
|
|
|
9,066 |
|
|
|
698 |
|
|
|
554 |
|
Discontinued operations |
|
|
427 |
|
|
|
|
|
|
|
78 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,730 |
|
|
|
|
|
|
|
10,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
5,040 |
|
|
|
3,057 |
|
|
|
1,942 |
|
|
|
2,551 |
|
|
|
53 |
|
|
|
64 |
|
DAP |
|
|
999 |
|
|
|
474 |
|
|
|
525 |
|
|
|
552 |
|
|
|
74 |
|
|
|
85 |
|
Consumer Electronics |
|
|
2,753 |
|
|
|
(200 |
) |
|
|
2,938 |
|
|
|
250 |
|
|
|
68 |
|
|
|
70 |
|
Lighting |
|
|
3,962 |
|
|
|
2,846 |
|
|
|
1,098 |
|
|
|
2,517 |
|
|
|
204 |
|
|
|
164 |
|
Innovation & Emerging Businesses |
|
|
1,131 |
|
|
|
302 |
|
|
|
578 |
|
|
|
384 |
|
|
|
80 |
|
|
|
117 |
|
Group Management & Services |
|
|
14,250 |
|
|
|
(2,252 |
) |
|
|
3,666 |
|
|
|
660 |
|
|
|
145 |
|
|
|
57 |
|
|
|
|
28,135 |
|
|
|
4,227 |
|
|
|
10,747 |
|
|
|
6,914 |
|
|
|
624 |
|
|
|
557 |
|
Discontinued operations |
|
|
5,511 |
|
|
|
|
|
|
|
1,720 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
|
|
|
|
|
|
12,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The years 2005 and 2006 have been restated to present the MedQuist business as a discontinued
operation. Also, the years 2005 and 2006 have been restated to reflect certain
reclassifications between the sectors related to: key portfolio changes, and the allocation of
certain central costs to the operating divisions.
Goodwill assigned to sectors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
translation |
|
|
carrying value |
|
|
|
carrying value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
differences and |
|
|
at December |
|
|
|
at January 1 |
|
|
acquisitions |
|
|
divestments |
|
|
impairment |
|
|
other changes |
|
|
31 |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
2,045 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
(207 |
) |
|
|
1,849 |
|
DAP |
|
|
446 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
(40 |
) |
|
|
402 |
|
Consumer Electronics |
|
|
14 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
23 |
|
Lighting |
|
|
585 |
|
|
|
637 |
|
|
|
|
|
|
|
|
|
|
|
(82 |
) |
|
|
1,140 |
|
Innovation & Emerging Businesses |
|
|
316 |
|
|
|
105 |
|
|
|
|
|
|
|
|
|
|
|
(35 |
) |
|
|
386 |
|
Group Management & Services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,406 |
|
|
|
760 |
|
|
|
|
|
|
|
|
|
|
|
(366 |
) |
|
|
3,800 |
|
Philips Annual Report 2007 203
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
- Information by sectors and main countries
|
|
|
|
|
- Significant IFRS accounting policies
|
|
|
Main countries
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
depreciation of |
|
|
|
|
|
|
|
|
|
|
|
net operating |
|
|
|
|
|
|
capital |
|
|
property, plant |
|
|
|
sales |
|
|
total assets |
|
|
capital |
|
|
long-lived assets |
|
|
expenditures |
|
|
and equipment |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,159 |
|
|
|
11,681 |
|
|
|
(344 |
) |
|
|
1,367 |
|
|
|
163 |
|
|
|
151 |
|
United States |
|
|
6,725 |
|
|
|
8,210 |
|
|
|
6,753 |
|
|
|
5,159 |
|
|
|
115 |
|
|
|
103 |
|
Germany |
|
|
2,014 |
|
|
|
1,362 |
|
|
|
(201 |
) |
|
|
326 |
|
|
|
50 |
|
|
|
46 |
|
France |
|
|
1,784 |
|
|
|
708 |
|
|
|
(48 |
) |
|
|
147 |
|
|
|
23 |
|
|
|
26 |
|
United Kingdom |
|
|
1,250 |
|
|
|
1,265 |
|
|
|
1,039 |
|
|
|
719 |
|
|
|
13 |
|
|
|
8 |
|
China |
|
|
1,707 |
|
|
|
1,254 |
|
|
|
(495 |
) |
|
|
189 |
|
|
|
36 |
|
|
|
42 |
|
Others countries |
|
|
12,154 |
|
|
|
9,346 |
|
|
|
2,130 |
|
|
|
1,922 |
|
|
|
258 |
|
|
|
186 |
|
|
|
|
26,793 |
|
|
|
33,826 |
|
|
|
8,834 |
|
|
|
9,829 |
|
|
|
658 |
|
|
|
562 |
|
Discontinued operations |
|
|
|
|
|
|
319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,088 |
|
|
|
8,722 |
|
|
|
1,576 |
|
|
|
1,299 |
|
|
|
246 |
|
|
|
162 |
|
United States |
|
|
7,153 |
|
|
|
7,965 |
|
|
|
4,523 |
|
|
|
5,229 |
|
|
|
209 |
|
|
|
98 |
|
Germany |
|
|
1,985 |
|
|
|
1,155 |
|
|
|
(294 |
) |
|
|
340 |
|
|
|
57 |
|
|
|
51 |
|
France |
|
|
1,626 |
|
|
|
609 |
|
|
|
409 |
|
|
|
146 |
|
|
|
18 |
|
|
|
32 |
|
United Kingdom |
|
|
1,186 |
|
|
|
1,375 |
|
|
|
1,078 |
|
|
|
790 |
|
|
|
4 |
|
|
|
6 |
|
China |
|
|
1,740 |
|
|
|
1,141 |
|
|
|
(96 |
) |
|
|
192 |
|
|
|
31 |
|
|
|
42 |
|
Other countries |
|
|
11,904 |
|
|
|
15,336 |
|
|
|
189 |
|
|
|
1,070 |
|
|
|
133 |
|
|
|
163 |
|
|
|
|
26,682 |
|
|
|
36,303 |
|
|
|
7,385 |
|
|
|
9,066 |
|
|
|
698 |
|
|
|
554 |
|
Discontinued operations |
|
|
|
|
|
|
427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands |
|
|
1,036 |
|
|
|
4,288 |
|
|
|
1,418 |
|
|
|
1,258 |
|
|
|
225 |
|
|
|
153 |
|
United States |
|
|
6,803 |
|
|
|
7,168 |
|
|
|
3,085 |
|
|
|
3,831 |
|
|
|
54 |
|
|
|
74 |
|
Germany |
|
|
1,916 |
|
|
|
1,180 |
|
|
|
(184 |
) |
|
|
311 |
|
|
|
70 |
|
|
|
44 |
|
France |
|
|
1,680 |
|
|
|
697 |
|
|
|
(214 |
) |
|
|
167 |
|
|
|
21 |
|
|
|
35 |
|
United Kingdom |
|
|
1,126 |
|
|
|
388 |
|
|
|
(240 |
) |
|
|
19 |
|
|
|
5 |
|
|
|
5 |
|
China |
|
|
1,816 |
|
|
|
1,422 |
|
|
|
(243 |
) |
|
|
217 |
|
|
|
53 |
|
|
|
50 |
|
Other countries |
|
|
11,068 |
|
|
|
12,992 |
|
|
|
605 |
|
|
|
1,111 |
|
|
|
196 |
|
|
|
196 |
|
|
|
|
25,445 |
|
|
|
28,135 |
|
|
|
4,227 |
|
|
|
6,914 |
|
|
|
624 |
|
|
|
557 |
|
Discontinued operations |
|
|
|
|
|
|
5,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The years 2005 and 2006 have been restated to present the MedQuist business as a
discontinued operation.
204 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Significant 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 (EU). All
standards and interpretations issued by the International Accounting Standards Board (IASB) and the
International Financial Reporting Interpretations Committee (IFRIC) effective year-end 2007 have
been adopted by the EU, except that the EU carved out certain hedge accounting provisions of IAS
39. Philips does not utilize this carve-out permitted by the EU. Consequently, the accounting
policies applied by Philips also comply fully with IFRS.
The consolidated financial statements have been prepared under the historical cost convention,
unless otherwise indicated.
Basis of consolidation
The consolidated financial statements include the accounts of Koninklijke Philips Electronics N.V.
(the Company) 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 existence and
effect of potential voting rights that are currently exercisable are considered when assessing
whether the Company controls another entity. Subsidiaries are fully consolidated from the date that
control commences until the date that control ceases. All intercompany balances and transactions
have been eliminated in the consolidated financial statements. Unrealized losses are also
eliminated but considered an impairment indicator of the assets transferred.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the
Company. The cost of an acquisition is measured as the fair value of the assets given, equity
instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly
attributable to the business combination, irrespective of the extent of any minority interest. The
excess of the cost of acquisition over the fair value of the Companys share of the identifiable
net assets of the subsidiary acquired is recognized as goodwill. 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. Items in the income statement and cash flow statement are
translated into euros using the average rates of exchange for the periods involved. 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 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 functional 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. Changes
in the fair value of monetary securities denominated in foreign currency classified as available
for sale are split into translation differences resulting from changes in the amortized cost of the
security and other changes in the carrying amount of the security. Translation differences related
to changes in the amortized cost are recognized in profit or loss, and other changes in the
carrying amount are recognized in equity.
Translation differences on non-monetary financial assets and liabilities such as equities held at
fair value through profit or loss are reported as part of the fair value gain or loss. Translation
differences on non-monetary financial assets such as equities classified as available-for-sale are
included in other reserves in 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 judgments 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 materially from the estimates and
assumptions.
Estimates significantly impact goodwill and other intangibles acquired, tax on activities disposed,
impairments, financial instruments, assets and 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.
The fair value of financial instruments that are not traded in an active market is determined by
using valuation techniques. The Company uses its judgment to select from a variety of common
valuation methods including the discounted cash flow method and option valuation models and to make
assumptions that are mainly based on market conditions existing at each balance sheet date.
Actuarial assumptions are established to anticipate future events and are used in calculating
pension and other postretirement benefit expense and liability. These factors include assumptions
with respect to interest rates, expected investment returns on plan assets, rates of increase in
health care costs, rates of future compensation increases, turnover rates, and life expectancy.
Accounting changes
In the absence of explicit transition requirements for new accounting pronouncements, the Company
accounts for any change in accounting principle retrospectively.
Reclassifications
Certain items previously reported under specific financial statement
captions have been reclassified to conform with the 2007 presentation.
Discontinued operations and non-current assets held for sale
Non-current assets (disposal group
comprising assets and liabilities) that are expected to be recovered primarily through sale rather
than through continuing use are classified as held for sale.
A discontinued operation is a component of an entity that either has been disposed of, or that is
classified as held for sale, and (a) represents a separate major line of business or geographical
area of operations; (b) is a part of a single coordinated plan to dispose of a separate major line
of business or geographical area of operations; or (c) is a subsidiary acquired exclusively with a
view to resale.
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. The financial information of discontinued operations is excluded from the
respective captions in the consolidated financial statements and related notes for all years
presented.
Cash flow statements
Cash flow statements are prepared using the indirect method. 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.
Segments
Operating segments are components of the Companys business
activities about which separate financial information is available that is
Philips
Annual Report 2007 205
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Significant IFRS accounting policies
|
|
|
evaluated regularly by the chief operating decision maker or the Board of Management of the
Company. The Board of Management decides how to allocate resources and assesses performance. The
Company determined that reportable segments are the same as the operating segments. Reportable
segments comprise of the Companys business sectors: Medical Systems, Domestic Appliances and
Personal Care, Consumer Electronics, Lighting, Innovation & Emerging Businesses, and Group
Management & Services. The sectors are organized based on the type of products produced and nature
of markets served. Segment accounting policies are the same as the accounting policies as described
in this note.
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 net income attributable to 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 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
Revenue for sale of goods is recognized when the significant risks and rewards of ownership have
been transferred to the buyer, recovery of the consideration is probable, the associated the costs
and possible return of the goods can be estimated reliably, there is no continuing involvement with
goods, and the amount of revenue can be measured reliably.
Transfer of risks and rewards varies depending on the individual terms of the contract of sale. 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. 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, 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 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 liability recognized in the balance sheet in respect of defined benefit pension plans is the
present value of the defined benefit obligation at the balance sheet date less the fair value of
plan assets, together with adjustments for unrecognized actuarial gains and losses and unrecognized
past service costs. The defined benefit obligation is calculated annually by a qualified actuary
using the projected unit credit method. Recognized prepaid assets 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.
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, divided over the next 5 years, 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).
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.
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 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
206 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
loss carry-forwards, are recognized if it is probable that the asset will be
realized. Deferred tax assets are reviewed each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable income will be available to allow all or part of the
asset to be recovered. 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.
Leases
Leases in which a significant portion of the risks and rewards of ownership are retained by the
lessor are classified as operating leases. Payments made under operating leases are recognized in
the income statement on a straight-line basis over the term of the lease. Leases in which the
Company has substantially all the risks and rewards of ownership are classified as finance leases.
Finance leases are capitalized at the leases commencement at the lower of the fair value of the
leased property and the present value of the minimum lease payments. Each lease payment is
allocated between the liability and finance charges so as to achieve a constant rate of interest on
the finance balance outstanding. The corresponding rental obligations, net of finance charges, are
included in other short-term and other non-current liabilities. The property, plant and equipment
acquired under finance leases is depreciated over the shorter of the useful life of the assets and
the lease term.
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.
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 fair value of derivatives are recognized in the income statement, except for
derivatives that are highly effective and qualify for cash flow or net investment hedge accounting.
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 is 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 expected that a forecasted transaction will not
occur, 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. If there is a delay and it is expected that the transaction will still occur the amount
in equity remains there until the forecasted transaction affects income. 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 designated as a fair value hedge of an interest bearing asset or liability
that are unwound, the amount of the fair value adjustment to the asset or liability for the risk
being hedged is released to the income statement over the remaining life of the asset or liability
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 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.
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. Regular way purchases and sales of
financial instruments are accounted for at trade date. 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 when
the Company has given up control or continuing involvement.
Long-term receivables are initially recognized at their present value using an appropriate interest
rate. Any discount is amortized to income over the life of the receivable using the effective
yield.
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. Unrealized gains on transactions between the Company and its
equity-accounted investees are eliminated to the extent of the Companys interest in the
associates. Unrealized losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred.
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.
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.
Philips
Annual Report 2007 207
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128 Group financial statements
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|
188 IFRS information
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|
240 Company financial statements |
|
|
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|
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|
Significant IFRS accounting policies
|
|
|
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.
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.
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 equity securities are reported as a separate
component of equity until realized. Realized gains and losses from the sale of available-for-sale
securities are determined on a flrst-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.
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. In case of
available-for-sale securities, a significant or prolonged decline in the fair value of the security
below its cost is considered an indicator that the securities are impaired. If any such evidence
exists for available-for-sale financial assets, the cumulative loss - measured as the difference
between the acquisition cost and the current fair value, less any impairment loss on that financial
asset previously recognized in the income statement - is removed from equity and recognized in the
income statement.
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 their fair value. Any impairment loss 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, 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 and the normal capacity of 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. 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
useful 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 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 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.
The Company expenses all research costs as 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 expenditure capitalized 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 3
years.
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 equity-accounted investees 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.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the fair value of the Companys
share of the net identifiable assets of the acquired subsidiary/equity-accounted investee at the
date of acquisition. 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.
208 Philips
Annual Report 2007
|
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246 Reconciliation of
non-US GAAP information
|
|
250 Corporate governance
|
|
258 The Philips Group
in the last ten years
|
|
260 Investor information |
Impairment of goodwill
Goodwill is not amortized but tested for impairment annually and whenever impairment indicators
require. The Company identified its cash generating units as one level below that of an operating
sector. Cash flows at 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. The Company performed
and completed annual impairment tests in the same 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 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.
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.
Provisions
Provisions are recognized if, as a result of a past event, the Company has a present legal or
constructive obligation that can be estimated reliably, and it is probable that an outflow of
economic benefits will be required to settle the obligation.
Provisions are measured at the present value of the expenditures expected to be required to settle
the obligation using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the obligation. The increase in the provision due to
passage of time is recognized as interest expense.
The Company accrues for losses associated with environmental obligations when such losses are
probable and can be estimated reliably. Measurement of liabilities is based on current legal and
constructive requirements. Liabilities and expected insurance recoveries, if any, are recorded
separately. The carrying amount of liabilities is regularly reviewed and adjusted for new facts and
changes in law.
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. A liability is recognized for those costs only when the
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 recognizes a liability for the fair value of the obligation at the inception of a
financial guarantee contract. The guarantee is subsequently measured at the higher of the best
estimate of the obligation or the amount intially recognized.
IFRS accounting standards adopted as from 2007
IFRS 7 Financial instruments: Disclosures, and the
complementary Amendment to IAS 1, Presentation of Financial Statements Capital Disclosure IFRS 7
introduced new disclosures relating to the financial instruments. This standard did not have any
impact on the classification and valuation of the Companys financial instruments.
IFRS 8 Operating Segments
The Company has adopted IFRS 8 Operating Segments in advance of its effective date. IFRS 8 requires
operating segments to be identified on the basis of internal reports about components of the
Company that are regularly reviewed by the chief operating decision maker in order to allocate
resources to the segment and to assess its performance. In contrast, the predecessor Standard (IAS
14 Segment Reporting) required an entity to identify two sets of segments (business and
geographical), using a risks and rewards approach, with the entitys system of internal financial
reporting to key management personnel serving only as the starting point for the identification of
such segments. The identification of the Companys reportable segments has not changed due to
the adoption of IFRS 8.
IFRIC Interpretation 7 Applying the Restatement Approach under IAS 29, Financial Reporting in
Hyperinflationary Economies
IFRIC 7 provides guidance on how to apply the requirements of IAS 29
in a reporting period in which an entity identifies the existence of hyperinflation in the economy
of its functional currency, when the economy was not hyperinflationary in the prior period. The
adoption of this interpretation did not have a material impact on the Companys consolidated
financial statements.
IFRIC Interpretation 8 Scope of IFRS 2
IFRIC 8
requires consideration of transactions involving the issuance of equity instruments where
the identifiable consideration received is less than the fair value of equity instruments issued -
to establish whether or not they fall within the scope of IFRS 2. This interpretation did not have
a material impact on the Companys consolidated financial statements.
IFRIC Interpretation 9 Reassessment of Embedded Derivatives
IFRIC 9 requires an entity to assess
whether an embedded derivative is required to be separated from the host contract and accounted for
as a derivative when the entity first becomes a party to the contract. Subsequent reassessment is
prohibited unless there is a change in the terms of the contract that significantly modifies the
cash flows that otherwise would be required under the contract, in which case reassessment is
required. The Company continuously assesses any modifications in the terms of the contracts and
determined that the adoption of this interpretation did not have an impact on the Companys
consolidated financial statements.
IFRIC Interpretation 10 Interim Financial Reporting and Impairment
IFRIC 10 prohibits impairment
losses recognized in an interim period on goodwill, investments in equity instruments and
investments in financial assets carried at cost to be reversed at a subsequent balance sheet date.
The adoption of this interpretation did not have a material impact on the Companys consolidated
financial statements.
IFRS accounting standards effective as from 2008
A number of amendments and revisions to standards
and interpretations are not yet effective for the year ended December 31, 2007, and have not been
applied in preparing these consolidated financial statements:
IAS 1 (Amendments) Presentation of Financial Statements
The amendments to IAS 1 becomes effective
for annual reports beginning on or after January 1, 2009. The amendments mainly concern the
presentation of changes in equity, in which changes as a result of the transaction with
shareholders should be presented separately and for which a different format of the overview of the
changes in equity can be selected. Furthermore, an opening balance sheet of the corresponding
period is presented where restatements have occurred.
IAS 23 (Amendment) Borrowing costs
The amendment to IAS 23, which becomes effective for annual reports beginning on or after January
1, 2009, removes the option of immediately recognizing as an expense borrowing costs that relate to
assets that take a substantial period of time to get ready for use or sale. The Company assessed
that this amendment will not have any impact on the Companys consolidated financial statements as
the Company capitalizes borrowing costs relating to assets that take a substantial period of time
to get ready for use or sale.
IFRS 2 (Amendments) Share-based Payment
The amendments to IFRS 2, which become effective for annual reports beginning on or after January
1, 2009, clarify the definition of vesting conditions and the accounting treatment of cancellations
by the counterparty to a shared-based arrangement. The Company is currently in the process of
assessing the potential impact of the amendments.
IFRS 3 (Revised) Business Combinations and IAS 2 7 (Revised) Consolidated and Separate Financial
Statements
The revisions to IFRS 3 and IAS 27 are mandatory for business combinations in annual reports
beginning on or after July 1, 2009. The revised standards result in a greater emphasis on the use of
fair value, focuses on changes in control as a significant economic event and focuses on what is
given to the vendor as consideration, rather than what is spent to achieve the acquisition. The
revised standards resolve many of the more contentious aspects of business combination accounting
by restricting options or allowable methods. The Company has not yet determined the potential
impact of these revisions.
Philips
Annual Report 2007 209
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128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements
|
|
|
IFRIC Interpretation 11
Group and Treasury Share Transactions
IFRIC 11 requires a share-based payment
arrangement in which an entity receives
goods or services as consideration for
its own equity instruments to be
accounted for as an equity-settled
share-based payment transaction,
regardless of how the equity instruments
are obtained. IFRIC 11 will become
mandatory for the Companys 2008
financial statements, with retrospective
application required. It is not expected
to have any impact on the Companys
consolidated financial statements.
IFRIC Interpretation 12 Service
Concession Arrangements
IFRIC 12 becomes
effective for annual reports beginning on
or after January 1, 2008. This
interpretation provides guidance on
certain recognition and measurement
issues that arise in accounting for
public-to-private service concession
arrangements. IFRIC 12 is not expected to
have any material impact on the Companys
consolidated financial statements.
IFRIC Interpretation 13 Customer Loyalty
Programmes
IFRIC 13 becomes effective
for annual reports beginning on or after
July 1, 2008. This interpretation
addresses recognition and measurement of
obligation to provide free or discounted
goods or services in the future. The
Company expects that application of this
interpretation will not have a material
impact on the Companys consolidated
financial statements.
IFRIC Interpretation 14 The Limit on a
Defined Benefit Asset, Minimum Funding
Requirements and their Interaction
This interpretation becomes effective for
annual reports beginning on or after
January 1, 2008. IFRIC 14 addresses (1)
when refunds or reductions in future
contributions should be regarded
asavailable in the context of paragraph
58 of IAS 19 Employee Benefits ; (2) how
a minimum funding requirement
might affect the availability of
reductions in future contributions; and
(3) when a minimum funding requirement
might give rise to a liability. The
Company has assessed that application of
this interpretation would result in
recognition of additional prepaid assets
of EUR 2,504 million and a simultaneous
increase in equity of EUR 1,866 million
(net of tax).
210 Philips
Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Notes to the IFRS consolidated financial statements of the Philips Group
All amounts in millions of euros unless otherwise stated.
The US GAAP notes 33 and 34 are deemed incorporated and repeated herein by reference.
The years 2005 and 2006 have been restated to present the MedQuist business as a
discontinued operation. Also, the years 2005 and 2006
have been restated to reflect certain reclassifications between the sectors related to key
portfolio changes, and the allocation of certain
central costs to the operating divisions.
38
Discontinued operations
MedQuist
On November 2, 2007, the Company announced the decision to proceed with the sale of its
approximately 70% ownership interest in MedQuist. The financial results attributable to the
Companys interest in MedQuist have been presented as discontinued operations. Prior-year
consolidated financial statements have been restated to conform to this presentation. The decision
has resulted in an impairment charge of EUR 16 million in 2007, presented under discontinued
operations. This non-cash charge does not affect equity as it relates to the cumulative translation
differences of the USD-denominated investment in MedQuist, which have accumulated within equity
since the date of acquisition.
The following table summarizes the results of the MedQuist business included in the consolidated
statements of income as discontinued operations for 2005, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
330 |
|
|
|
293 |
|
|
|
244 |
|
Costs and expenses |
|
|
(412 |
) |
|
|
(304 |
) |
|
|
(271 |
) |
Impairment charge |
|
|
|
|
|
|
|
|
|
|
(63 |
)1) |
Income (loss) before taxes |
|
|
(82 |
) |
|
|
(11 |
) |
|
|
(90 |
) |
Income taxes |
|
|
20 |
|
|
|
29 |
|
|
|
(8 |
) |
Result of equity-accounted investees |
|
|
|
|
|
|
|
|
|
|
1 |
|
Minority interests |
|
|
14 |
|
|
|
|
|
|
|
4 |
|
Results from discontinued operations |
|
|
(48 |
) |
|
|
18 |
|
|
|
(93 |
) |
|
|
|
1) |
|
Including EUR 47 million following the annual impairment test. |
The following table Presents the assets and liabilities of the MedQuist business, classified as discontinued operations,
in the consolidated balance sheets as at December 31, 2006 and 2007:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Cash and cash equivalents |
|
|
137 |
|
|
|
108 |
|
Accounts receivable |
|
|
41 |
|
|
|
41 |
|
Equity-accounted investees |
|
|
4 |
|
|
|
4 |
|
Property, plant and equipment |
|
|
15 |
|
|
|
16 |
|
Intangible assets including goodwill |
|
|
196 |
|
|
|
127 |
|
Other assets |
|
|
34 |
|
|
|
23 |
|
Assets of discontinued operations |
|
|
427 |
|
|
|
319 |
|
Accounts payable |
|
|
7 |
|
|
|
9 |
|
Provisions |
|
|
32 |
|
|
|
32 |
|
Other liabilities |
|
|
39 |
|
|
|
37 |
|
Liabilities of discontinued operations |
|
|
78 |
|
|
|
78 |
|
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 NXP Semiconductors at a cost
of EUR 854 million. A gain of EUR 3,683 million was recorded on the sale, net of taxes, and net of
costs directly associated with this transaction of approximately EUR 68 million.
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 NXP Semiconductors consists of 19.9% of the preferred shares
and 17.5% of the common shares. The Company cannot exert significant influence over the operating
or financial policies of NXP and, accordingly, the investment is accounted for as a cost-method
investment under other non-current financial assets.
Philips and NXP have continuing relationships through shared research and development activities
and through license agreements. Additionally, through the purchase of component products, namely
semiconductor products for the consumer electronic sector, Philips and NXP have a continuing
relationship for the foreseeable future. The Company 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 statements of income as discontinued operations for 2005 and the period through its
divestment on September 29, 2006. The 2007 results mainly relate to the settlement of the deal and
various local income taxes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Sales |
|
|
4,620 |
|
|
|
3,681 |
|
|
|
|
|
Costs and expenses |
|
|
(4,163 |
) |
|
|
(3,144 |
) |
|
|
|
|
Gain on sale of discontinued operations |
|
|
|
|
|
|
4,323 |
|
|
|
15 |
|
Income (loss) before taxes |
|
|
457 |
|
|
|
4,860 |
|
|
|
15 |
|
Income taxes |
|
|
(134 |
) |
|
|
(790 |
) |
|
|
5 |
|
Result of equity- accounted investees |
|
|
(73 |
) |
|
|
(63 |
) |
|
|
|
|
Minority interests |
|
|
(34 |
) |
|
|
(49 |
) |
|
|
|
|
Results from discontinued operations |
|
|
216 |
|
|
|
3,958 |
|
|
|
20 |
|
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 |
|
|
(3,522 |
) |
Cost of disposal |
|
|
(68 |
) |
Gain on disposal before taxes |
|
|
4,323 |
|
Income taxes |
|
|
(640 |
) |
Gain on sale |
|
|
3,683 |
|
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 with
Toppoly. The Company was named TPO, and the transaction was completed in the first half of 2006.
Philips separately reported the results of the MDS business as a discontinued operation, and
previous years were restated.
Philips Annual Report 2007 211
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
The following table summarizes the results of the MDS business included in the consolidated
statements of income as discontinued operations for 2005 and 2006:
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
Sales |
|
|
653 |
|
|
|
194 |
|
Costs and expenses |
|
|
(827 |
) |
|
|
(160 |
) |
Income (loss) from operations |
|
|
(174 |
) |
|
|
34 |
|
Financial income and expenses |
|
|
|
|
|
|
|
|
Income (loss) before taxes |
|
|
(174 |
) |
|
|
34 |
|
Income taxes |
|
|
|
|
|
|
|
|
Results from discontinued operations |
|
|
(174 |
) |
|
|
34 |
|
The 2006 results of EUR 34 million mainly relate to translation differences upon completion of
the transaction. The 2005 results included an impairment loss of EUR 163 million.
39
Acquisitions and divestments
2007
During 2007, Philips 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 2007 relate to the acquisitions of Partners in Lighting and Color
Kinetics, currently Philips Solid-State Lighting Solutions. 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 2007, included in the Companys
consolidated statement of income 2007, amounted to EUR 262 million and a loss of EUR 39 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 |
|
Partners in Lighting |
|
|
561 |
|
|
|
47 |
|
|
|
217 |
|
|
|
297 |
|
Color Kinetics |
|
|
515 |
|
|
|
(29 |
) |
|
|
187 |
|
|
|
357 |
|
|
|
|
1) |
|
Excluding cash acquired |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
net assets |
|
|
recognized |
|
|
|
cash inflow1) |
|
|
divested2) |
|
|
gain (loss) |
|
LG.Philips LCD |
|
|
1,548 |
|
|
|
895 |
|
|
|
653 |
|
|
|
|
1) |
|
Net of cash divested |
|
2) |
|
Includes the release of cumulative translation differences |
Partners in Lighting (PLI)
On February 5, 2007, Philips acquired PLI,
a leading European manufacturer of home
luminaires. Philips acquired 100% of the shares of PLI from CVC Capital Partners, a
private equity investment company, at a net
cash consideration of EUR 561 million paid
upon completion of the transaction. As of
the date of acquisition, PLI has been
consolidated within the Lighting division.
The condensed balance sheet of PLI determined in accordance with IFRS, immediately before and after
acquisition date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets and liabilities |
|
|
293 |
|
|
|
297 |
|
Goodwill |
|
|
|
|
|
|
|
|
Other intangible assets |
|
|
|
|
|
|
217 |
|
Property, plant and equipment |
|
|
76 |
|
|
|
97 |
|
Other non-current financial assets
(liabilities) |
|
|
(30 |
) |
|
|
1 |
|
Working capital |
|
|
75 |
|
|
|
114 |
|
Provisions |
|
|
|
|
|
|
(14 |
) |
Deferred tax liabilities |
|
|
8 |
|
|
|
(67 |
) |
Cash |
|
|
23 |
|
|
|
23 |
|
|
|
|
445 |
|
|
|
668 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
(46 |
) |
|
|
584 |
|
Loans |
|
|
491 |
|
|
|
84 |
|
|
|
|
445 |
|
|
|
668 |
|
The goodwill recognized is related to the complementary technical skills and talent of PLIs
workforce and the synergies expected to be achieved from integrating PLI into the Lighting
division.
Intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Customer relationships and patents |
|
|
156 |
|
|
|
20 |
|
Trademarks and trade names |
|
|
61 |
|
|
|
20 |
|
|
|
|
217 |
|
|
|
|
|
PLI contributed a positive income from operations of EUR 24 million to the Group for the period
from February 5 to December 31, 2007.
Color Kinetics
On August 24, 2007, Philips completed the acquisition of 100% of the shares of Color Kinetics, a
leader in designing and marketing innovative lighting systems based on Light Emitting Diode (LED)
technology at a net cash consideration of EUR 515 million. As of the date of date of acquisition,
Color Kinetics has been consolidated within the Lighting division.
212 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The condensed balance sheet of Color Kinetics determined in accordance with IFRS,
immediately before and after acquisition date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition date |
|
|
acquisition date |
|
Assets and liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
357 |
|
Other intangible assets |
|
|
|
|
|
|
187 |
|
Property, plant and equipment |
|
|
7 |
|
|
|
7 |
|
Working capital |
|
|
10 |
|
|
|
16 |
|
Deferred tax |
|
|
|
|
|
|
(52 |
) |
Cash |
|
|
71 |
|
|
|
71 |
|
|
|
|
88 |
|
|
|
586 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
88 |
|
|
|
586 |
|
|
|
|
88 |
|
|
|
586 |
|
The allocation of the purchase price to the net assets acquired had not yet been finalized as of
December 31, 2007, as further information related to intangible asset valuations and certain other
matters remained outstanding.
The goodwill recognized is related mainly to the complementary expertise of Color Kinetics
workforce and the synergies expected to be achieved from integrating Color Kinetics into the
Lighting division.
Other intangible assets comprised of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Trade marks and trade names |
|
|
1 |
|
|
|
1 |
|
Developed and core technology |
|
|
113 |
|
|
|
10-20 |
|
In-process research and patents |
|
|
1 |
|
|
|
0.5 |
|
Customer relationships |
|
|
68 |
|
|
|
7-18 |
|
Other |
|
|
4 |
|
|
|
2-10 |
|
|
|
|
187 |
|
|
|
|
|
Color Kinetics reported a loss from operations of EUR 8 million to the Group for the period from
August 24 to December 31, 2007.
Pro forma disclosures on aquisitions
The following table presents the year-to-date unaudited pro-forma results of Philips, assuming PLI
and Color Kinetics had been consolidated as of January 1, 2007:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2007 |
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
26,793 |
|
|
|
75 |
|
|
|
26,868 |
|
Income from operations |
|
|
1,493 |
|
|
|
|
|
|
|
1,493 |
|
Net income |
|
|
4,655 |
|
|
|
(2 |
) |
|
|
4,653 |
|
Earnings per share in euros |
|
|
4.29 |
|
|
|
|
|
|
|
4.28 |
|
|
|
|
1) |
|
Pro forma adjustments include sales, income from operations and net income
from continuing operations of the acquired companies from January 1, 2007 to the date of
acquisition. 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,
2007 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 10 million). |
The following table presents the year-to-date unaudited pro-forma results of Philips, assuming
PLI and Color Kinetics had been consolidated as of January 1, 2006:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
26,682 |
|
|
|
454 |
|
|
|
27,136 |
|
Income from operations |
|
|
957 |
|
|
|
14 |
|
|
|
971 |
|
Net income |
|
|
4,664 |
|
|
|
26 |
|
|
|
4,690 |
|
Earnings per share -
in euros |
|
|
3.97 |
|
|
|
|
|
|
|
3.99 |
|
|
|
|
1) |
|
Pro forma adjustments include sales, income from operations and net income from
continuing operations of the acquired companies of 2006. As Philips finances its acquisitions
with own funds, the pro forma adjustments exclude the cost of external funding incurred in
2006. The pro forma adjustments also reflect the impact of the purchase-price accounting
effects of 2006. These effects primarily relate to the amortization of intangible assets (EUR
26 million) and inventory step-ups (EUR 26 million). |
LG.Philips LCD
On October 10, 2007, Philips sold 46,400,000 shares of common stock in LG.Philips LCD (LPL) to
financial institutions in a capital markets transaction. This transaction represented 13% of LPLs
issued share capital and reduced Philips holding to 19.9%. The transaction resulted in a gain of
EUR 653 million, reported under Results relating to equity-accounted investees.
Philips is represented on the board of directors and continued to exercise influence by
participating in the policy-making processes of LPL. Accordingly, Philips continued to apply equity
accounting for LPL in 2007.
2006
During 2006, Philips entered into a number of acquisitions and completed several divestments. 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 |
|
|
acquired1) |
|
|
assets |
|
|
goodwill |
|
Lifeline |
|
|
583 |
|
|
|
(77 |
) |
|
|
319 |
|
|
|
341 |
|
Witt Biomedical |
|
|
110 |
|
|
|
(2 |
) |
|
|
29 |
|
|
|
83 |
|
Avent |
|
|
689 |
|
|
|
(47 |
) |
|
|
392 |
|
|
|
344 |
|
Intermagnetics |
|
|
993 |
|
|
|
(50 |
) |
|
|
313 |
|
|
|
730 |
|
|
|
|
1) |
|
Excluding cash acquired |
Philips Annual Report 2007 213
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
Notes to the IFRS financial statements |
Divestments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
cash |
|
|
net assets |
|
|
recognized |
|
|
|
inflow1) |
|
|
divested2) |
|
|
gain |
|
CryptoTec |
|
|
30 |
|
|
|
4 |
|
|
|
26 |
|
Philips Enabling
Technologies (ETG) |
|
|
45 |
|
|
|
38 |
|
|
|
7 |
|
Philips Sound
Solutions (PSS) |
|
|
53 |
|
|
|
41 |
|
|
|
12 |
|
FEI Company |
|
|
154 |
|
|
|
51 |
|
|
|
103 |
|
|
|
|
1) |
|
Net of cash divested |
|
2) |
|
Includes the release of cumulative translation differences |
Lifeline
On March 22, 2006, Philips completed its acquisition of Lifeline, a leader in personal emergency
response services. Philips acquired a 100% interest in Lifeline by paying USD 47.75 per share in
cash. As of the date of acquisition, Lifeline is consolidated as part of Consumer Healthcare
Solutions, within the Innovation & Emerging Business 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 and liabilities |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
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.
As of the date of acquisition, 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 and liabilities |
|
|
|
|
|
|
|
|
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 |
|
|
|
|
15 |
|
|
|
115 |
|
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 and liabilities |
|
|
|
|
|
|
|
|
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 |
214 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Other 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, Philips acquired 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 date |
|
|
acquisition date |
|
Assets and liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
132 |
|
|
|
730 |
|
Other intangible assets |
|
|
34 |
|
|
|
313 |
|
Property, plant and equipment |
|
|
35 |
|
|
|
45 |
|
Working capital |
|
|
67 |
|
|
|
66 |
|
Provisions |
|
|
|
|
|
|
(6 |
) |
Deferred tax liabilities |
|
|
(6 |
) |
|
|
(96 |
) |
Cash |
|
|
19 |
|
|
|
24 |
|
|
|
|
281 |
|
|
|
1,076 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
137 |
|
|
|
1,017 |
|
Loans |
|
|
144 |
|
|
|
59 |
|
|
|
|
281 |
|
|
|
1,076 |
|
Adjusted for the effects of the final purchase price allocation completed in 2007
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
amount |
|
|
period in years |
|
Core and existing technology |
|
|
181 |
|
|
|
6 |
|
In-process R&D |
|
|
39 |
|
|
|
3 |
|
Trademarks and trade names |
|
|
8 |
|
|
|
10 |
|
Customer relationships |
|
|
81 |
|
|
|
9 |
|
Miscellaneous |
|
|
4 |
|
|
|
2 |
|
|
|
|
313 |
|
|
|
|
|
Pro forma disclosures on acquisitions
The following table presents 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:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
26,682 |
|
|
|
236 |
|
|
|
26,918 |
|
Income from operations |
|
|
957 |
|
|
|
(17 |
) |
|
|
940 |
|
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 table presents 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
pro forma |
|
|
pro forma |
|
|
|
Philips Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
25,445 |
|
|
|
415 |
|
|
|
25,860 |
|
Income from operations |
|
|
1,506 |
|
|
|
(29 |
) |
|
|
1,477 |
|
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, Philips sold Philips Enabling Technologies Group (ETG) to VDL. The
recognized gain on this transaction (EUR 7 million) has been reported under Other
business expense.
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 Company
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.
Philips Annual Report 2007 215
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
2005
During 2005, Philips completed several divestments, acquisitions and ventures. All business
combinations have been accounted for using the purchase method of accounting. Major business
combinations in 2005 relate to the acquisitions of Stentor and Lumileds. 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 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 |
|
|
acquired1) |
|
|
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 |
|
|
55 |
|
|
|
12 |
|
|
|
43 |
|
Center
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, Philips 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. Since the date of acquisition, Stentor has been
consolidated within the Medical Systems sector.
Lumileds
On November 28, 2005, Philips acquired an incremental 47.25% Lumileds shares from Agilent, at a
cost of EUR 788 million, which brought Philips participating share to a level of 96.5%. The
business was included in the Lighting division. In 2006, Philips 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 date |
|
|
acquisition date |
|
Assets and liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
|
|
|
|
523 |
|
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 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.
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 R&D |
|
|
11 |
|
|
|
8 |
|
Customer relationships |
|
|
216 |
|
|
|
11 |
|
Luxeon trade name |
|
|
29 |
|
|
|
16 |
|
Backlog |
|
|
2 |
|
|
|
1 |
|
|
|
|
569 |
|
|
|
|
|
The following table presents the year-to-date unaudited results of Lumileds and the effect on
Philips results assuming Lumileds had been consolidated as of January 1,2005:
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January-December 2005 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
Philips Group |
|
Sales |
|
|
25,445 |
|
|
|
235 |
|
|
|
25,680 |
|
Income from operations |
|
|
1,506 |
|
|
|
(55 |
) |
|
|
1,451 |
|
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). |
216 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The following table presents 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 2004 |
|
|
|
Philips |
|
|
pro forma |
|
|
pro forma |
|
|
|
Group |
|
|
adjustments1) |
|
|
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 aftertax), 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. TPV will
continue to produce for Philips the monitors that will be sold under the Philips brand. Philips
accounts for the investment in TPV using the equity-method since Philips can exercise significant
influence. Philips also has representation on TPVs board.
Philips Pension Competence Center
In September 2005, Philips 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, Philips sold
9,375,000 common shares. In December 2005, Philips sold 18,000,000 common shares. As a result of
these two transactions, Philips 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, Philips 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.
Great Nordic
In September 2005, Philips 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, Philips 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.
40
Income from operations
Sales composition
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Goods |
|
|
22,912 |
|
|
|
24,107 |
|
|
|
24,270 |
|
Services |
|
|
2,027 |
|
|
|
2,073 |
|
|
|
1,973 |
|
Licenses |
|
|
506 |
|
|
|
502 |
|
|
|
550 |
|
|
|
|
25,445 |
|
|
|
26,682 |
|
|
|
26,793 |
|
Salaries and wages
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Salaries and wages |
|
|
4,403 |
|
|
|
4,613 |
|
|
|
4,607 |
|
Pension costs |
|
|
438 |
|
|
|
461 |
|
|
|
434 |
|
Other social security and similar charges: |
|
|
|
|
|
|
|
|
|
|
|
|
- Required by law |
|
|
593 |
|
|
|
636 |
|
|
|
634 |
|
- Voluntary |
|
|
(145 |
) |
|
|
91 |
|
|
|
89 |
|
|
|
|
5,289 |
|
|
|
5,801 |
|
|
|
5,764 |
|
See note 56 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.
Employees
The
average number of employees by category is summarized as follows (in FTEs):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Production |
|
|
58,466 |
|
|
|
59,955 |
|
|
|
61,447 |
|
Research & development |
|
|
13,659 |
|
|
|
13,227 |
|
|
|
12,804 |
|
Other |
|
|
28,338 |
|
|
|
27,694 |
|
|
|
28,469 |
|
Permanent employees |
|
|
100,463 |
|
|
|
100,876 |
|
|
|
102,720 |
|
Temporary employees |
|
|
15,609 |
|
|
|
16,225 |
|
|
|
16,660 |
|
Continuing operations |
|
|
116,072 |
|
|
|
117,101 |
|
|
|
119,380 |
|
Discontinued operations |
|
|
44,815 |
|
|
|
44,040 |
|
|
|
6,276 |
|
Depreciation
and amortization
Depreciation
of property, plant and equipment and amortization of intangibles are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Depreciation of property, plant and equipment |
|
|
557 |
|
|
|
554 |
|
|
|
562 |
|
Amortization of internal-use software |
|
|
78 |
|
|
|
71 |
|
|
|
76 |
|
Amortization of goodwill and other intangibles: |
|
|
|
|
|
|
|
|
|
|
|
|
- Amortization of other intangible assets |
|
|
89 |
|
|
|
152 |
|
|
|
200 |
|
- Amortization of development costs |
|
|
195 |
|
|
|
213 |
|
|
|
245 |
|
|
|
|
919 |
|
|
|
990 |
|
|
|
1,083 |
|
Philips
Annual Report 2007 217
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
Depreciation of property, plant and equipment includes an additional write-off in connection
with the retirement of property, plant and equipment amounting to EUR 28 million (2006: EUR 20
million, 2005: EUR 13 million).
Included in depreciation of property, plant and equipment is an amount of EUR 22 million (2006:
EUR 17 million, 2005: EUR 42 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 2007, no goodwill impairments were recorded (2006: EUR nil, 2005: EUR nil).
Total depreciation and amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Medical Systems |
|
|
209 |
|
|
|
232 |
|
|
|
302 |
|
DAP |
|
|
128 |
|
|
|
138 |
|
|
|
135 |
|
Consumer Electronics |
|
|
178 |
|
|
|
179 |
|
|
|
168 |
|
Lighting |
|
|
184 |
|
|
|
255 |
|
|
|
332 |
|
Innovation & Emerging Businesses |
|
|
151 |
|
|
|
107 |
|
|
|
75 |
|
Group Management & Services |
|
|
69 |
|
|
|
79 |
|
|
|
71 |
|
|
|
|
919 |
|
|
|
990 |
|
|
|
1,083 |
|
Other
business income (expense)
Other business income (expense) consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Result on disposal of business: |
|
|
|
|
|
|
|
|
|
|
|
|
- income |
|
|
206 |
|
|
|
130 |
|
|
|
35 |
|
- expense |
|
|
(8 |
) |
|
|
(64 |
) |
|
|
(65 |
) |
Result on disposal of fixed assets: |
|
|
|
|
|
|
|
|
|
|
|
|
-income |
|
|
155 |
|
|
|
108 |
|
|
|
107 |
|
-expense |
|
|
(29 |
) |
|
|
(18 |
) |
|
|
(24 |
) |
Result on remaining business: |
|
|
|
|
|
|
|
|
|
|
|
|
- income |
|
|
219 |
|
|
|
90 |
|
|
|
127 |
|
- expense |
|
|
(125 |
) |
|
|
(67 |
) |
|
|
(76 |
) |
|
|
|
418 |
|
|
|
179 |
|
|
|
104 |
|
Results on the disposal of businesses consisted of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Automotive Playback Modules |
|
|
|
|
|
|
|
|
|
|
(30 |
) |
Philips Sound Solutions |
|
|
|
|
|
|
12 |
|
|
|
|
|
CryptoTec |
|
|
|
|
|
|
26 |
|
|
|
|
|
Connected Displays (Monitors) |
|
|
158 |
|
|
|
23 |
|
|
|
|
|
Philips Pension Competence Center |
|
|
43 |
|
|
|
|
|
|
|
|
|
Other |
|
|
(3 |
) |
|
|
5 |
|
|
|
|
|
|
|
|
198 |
|
|
|
66 |
|
|
|
(30 |
) |
2007
The result on disposal of businesses in 2007 mainly related to the sale of Automotive Playback
Modules which resulted in a loss of EUR 30 million. The result on the sale of fixed assets mainly
related to the sale of certain buildings in Austria and the Netherlands as well as land in the US.
The other business results are mainly attributable to certain settlements and the finalization of
several divestitures.
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. Other 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 Philips 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, other business income and expenses consists of the settlement of some legal claims and
some releases of provisions.
41
Financial income and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Interest income |
|
|
87 |
|
|
|
150 |
|
|
|
236 |
|
Interest expense |
|
|
(289 |
) |
|
|
(339 |
) |
|
|
(279 |
) |
Net interest expense |
|
|
(202 |
) |
|
|
(189 |
) |
|
|
(43 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from non-current financial assets |
|
|
242 |
|
|
|
334 |
|
|
|
2,952 |
|
Foreign exchange results |
|
|
1 |
|
|
|
2 |
|
|
|
(1 |
) |
Other financing income (expenses), net |
|
|
67 |
|
|
|
(118 |
) |
|
|
(59 |
) |
|
|
|
310 |
|
|
|
218 |
|
|
|
2,892 |
|
|
|
|
108 |
|
|
|
29 |
|
|
|
2,849 |
|
Interest income increased by EUR 86 million during 2007, this was mainly as a result of higher
average cash balances and higher average interest rates realized during 2007, compared to 2006.
Interest expense decreased by EUR 60 million during 2007, mainly as a result of lower average debt
positions and lower interest costs on derivatives related to hedging of Philips foreign currency
denominated cash balances and inter-company funding positions.
In 2007, income from non-current financial assets totaled EUR 2,952 million, and included EUR 2,783
million from the sale of shares in TSMC, EUR 31 million gain on sale of shares in Nuance
Communications, EUR 10 million loss on sale of shares in JDS Uniphase and a cash dividend of EUR
128 million from TSMC. 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 2007, other financial charges included an impairment charge of EUR 36 million in relation to the
investment in JDS Uniphase, a further EUR 12 million gain as a result of the fair value change in
the conversion option embedded in the convertible bond received from TPV Technology. In 2006, other
financial charges included an impairment charge of EUR 77 million in relation to the investment in
TPO Display, 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 Technology and a EUR 29 million gain as a
result of increases in the fair value of the trading securities held in TSMC. In 2005, other
financial charges included a EUR 53 million fair value gain on the conversion option TPV Technology
convertible bond.
218 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
|
|
|
|
|
|
|
42
Income taxes
The tax expense on income before tax
amounted to EUR 491 million (2006: EUR
189 million, 2005: EUR 501 million).
The components of income before taxes
and income tax expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Netherlands |
|
|
427 |
|
|
|
33 |
|
|
|
2,678 |
|
Foreign |
|
|
1,187 |
|
|
|
953 |
|
|
|
1,664 |
|
Income before taxes |
|
|
1,614 |
|
|
|
986 |
|
|
|
4,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
3 |
|
|
|
81 |
|
|
|
(41 |
) |
Deferred taxes |
|
|
(123 |
) |
|
|
|
|
|
|
(81 |
) |
|
|
|
(120 |
) |
|
|
81 |
|
|
|
(122 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign: |
|
|
|
|
|
|
|
|
|
|
|
|
Current taxes |
|
|
(488 |
) |
|
|
(274 |
) |
|
|
(360 |
) |
Deferred taxes |
|
|
107 |
|
|
|
4 |
|
|
|
(9 |
) |
|
|
|
(381 |
) |
|
|
(270 |
) |
|
|
(369 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
|
(501 |
) |
|
|
(189 |
) |
|
|
(491 |
) |
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 25.5%. (2006: 29.6%, 2005:
31.5%).
A reconciliation of the weighted average
statutory income tax rate to the
effective income tax rate is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Weighted average statutory income tax rate |
|
|
32.6 |
|
|
|
31.6 |
|
|
|
26.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
Changes related to: |
|
|
|
|
|
|
|
|
|
|
|
|
- utilization of previously reserved
loss carryforwards |
|
|
(3.2 |
) |
|
|
(2.1 |
) |
|
|
(0.2 |
) |
- new loss carryforwards not expected
to be realized |
|
|
3.2 |
|
|
|
2.7 |
|
|
|
0.9 |
|
- addition (releases) |
|
|
(9.6 |
) |
|
|
4.3 |
|
|
|
(3.5 |
) |
Non-tax deductible impairment charges |
|
|
|
|
|
|
|
|
|
|
0.2 |
|
Non-taxable income |
|
|
(10.3 |
) |
|
|
(20.0 |
) |
|
|
(19.9 |
) |
Non-tax-deductible expenses |
|
|
4.3 |
|
|
|
11.1 |
|
|
|
1.2 |
|
Withholding and other taxes |
|
|
16.8 |
|
|
|
1.7 |
|
|
|
(0.2 |
) |
Tax rate changes |
|
|
0.7 |
|
|
|
(6.5 |
) |
|
|
2.6 |
|
Tax incentives and other |
|
|
(3.5 |
) |
|
|
(3.7 |
) |
|
|
3.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
|
31.0 |
|
|
|
19.1 |
|
|
|
11.3 |
|
The weighted average statutory tax rate
declined in 2007 compared to 2006 due to
changes of the tax rates in certain
countries, primarily due to a reduction
in the Netherlands.
The effective tax rate is lower than the
weighted average statutory income tax
rate in 2007, mainly due to non-taxable
income related to dividend and the sale
of shares of TSMC, releases due to
re-assessment by management, which is
partly offset by reductions of deferred
tax assets due to tax rate changes, and
by other including re-assesment of
uncertain tax positions and prior-year
tax returns.
Philips Annual Report 2007 219
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
Deferred tax assets and liabilities
Net deferred tax assets relate to the following balance sheet captions and tax loss
carryforwards (including tax credit
carryforwards) of which the movements during the year 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
balance |
|
|
recognized |
|
|
recognized |
|
|
acquisitions/ |
|
|
|
|
|
|
balance |
|
|
|
Dec. 31, 2006 |
|
|
in income |
|
|
in equity |
|
|
deconsolidations |
|
|
other |
|
|
Dec. 31, 2007 |
|
Intangible assets |
|
|
(492 |
) |
|
|
85 |
|
|
|
|
|
|
|
58 |
|
|
|
(22 |
) |
|
|
(371 |
) |
Property, plant and equipment |
|
|
26 |
|
|
|
47 |
|
|
|
|
|
|
|
(1 |
) |
|
|
(7 |
) |
|
|
65 |
|
Inventories |
|
|
138 |
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
117 |
|
Prepaid pension costs |
|
|
(90 |
) |
|
|
(47 |
) |
|
|
|
|
|
|
|
|
|
|
10 |
|
|
|
(127 |
) |
Other receivables |
|
|
48 |
|
|
|
(28 |
) |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
21 |
|
Other assets |
|
|
346 |
|
|
|
(185 |
) |
|
|
|
|
|
|
(127 |
) |
|
|
|
|
|
|
34 |
|
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
259 |
|
|
|
73 |
|
|
|
|
|
|
|
|
|
|
|
(28 |
) |
|
|
304 |
|
- Restructuring |
|
|
24 |
|
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Guarantees |
|
|
15 |
|
|
|
(2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13 |
|
- Termination benefits |
|
|
23 |
|
|
|
(4 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
- Other postretirement benefits |
|
|
94 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
(11 |
) |
|
|
133 |
|
- Other |
|
|
294 |
|
|
|
(158 |
) |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
129 |
|
Other liabilities |
|
|
52 |
|
|
|
22 |
|
|
|
14 |
|
|
|
|
|
|
|
5 |
|
|
|
93 |
|
Tax loss carryforwards
(including tax credit carryforwards) |
|
|
449 |
|
|
|
99 |
|
|
|
|
|
|
|
26 |
|
|
|
126 |
|
|
|
700 |
|
Net deferred tax assets |
|
|
1,186 |
|
|
|
(90 |
) |
|
|
14 |
|
|
|
(51 |
) |
|
|
71 |
|
|
|
1,130 |
|
Net deferred tax assets relate to the following balance sheet captions and
tax loss carryforwards (including tax credit carryforwards) of which the
movements during the year 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
balance |
|
|
recognized |
|
|
recognized |
|
|
acquisitions/ |
|
|
|
|
|
|
balance |
|
|
|
Dec. 31, 2005 |
|
|
in income |
|
|
in equity |
|
|
deconsolidations |
|
|
other |
|
|
Dec. 31, 2006 |
|
Intangible assets |
|
|
(343 |
) |
|
|
440 |
|
|
|
(95 |
) |
|
|
(502 |
) |
|
|
8 |
|
|
|
(492 |
) |
Property, plant and equipment |
|
|
37 |
|
|
|
(4 |
) |
|
|
|
|
|
|
(5 |
) |
|
|
(2 |
) |
|
|
26 |
|
Inventories |
|
|
153 |
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
138 |
|
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 |
|
|
|
(118 |
) |
|
|
|
|
|
|
5 |
|
|
|
(20 |
) |
|
|
294 |
|
Other liabilities |
|
|
137 |
|
|
|
(73 |
) |
|
|
(46 |
) |
|
|
|
|
|
|
34 |
|
|
|
52 |
|
Tax loss carryforwards
(including tax credit carryforwards) |
|
|
905 |
|
|
|
(190 |
) |
|
|
|
|
|
|
|
|
|
|
(266 |
) |
|
|
449 |
|
Net deferred tax assets |
|
|
2,130 |
|
|
|
4 |
|
|
|
(141 |
) |
|
|
(502 |
) |
|
|
(305 |
) |
|
|
1,186 |
|
220 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Deferred tax assets and liabilities relate to the following balance sheet captions, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets |
|
|
liabilities |
|
|
net |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
43 |
|
|
|
(414 |
) |
|
|
(371 |
) |
Property, plant & equipment |
|
|
120 |
|
|
|
(55 |
) |
|
|
65 |
|
Inventories |
|
|
164 |
|
|
|
(47 |
) |
|
|
117 |
|
Prepaid pension costs |
|
|
18 |
|
|
|
(145 |
) |
|
|
(127 |
) |
Other receivables |
|
|
54 |
|
|
|
(15 |
) |
|
|
39 |
|
Other assets |
|
|
42 |
|
|
|
(26 |
) |
|
|
16 |
|
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
304 |
|
|
|
|
|
|
|
304 |
|
- Restructuring |
|
|
|
|
|
|
|
|
|
|
|
|
- Guarantees |
|
|
13 |
|
|
|
|
|
|
|
13 |
|
- Termination benefits |
|
|
19 |
|
|
|
|
|
|
|
19 |
|
- Other postretirement |
|
|
133 |
|
|
|
|
|
|
|
133 |
|
- Other |
|
|
422 |
|
|
|
(293 |
) |
|
|
129 |
|
Other liabilities |
|
|
128 |
|
|
|
(35 |
) |
|
|
93 |
|
|
|
|
1,460 |
|
|
|
(1,030 |
) |
|
|
430 |
|
Set off of deferred tax positions |
|
|
(889 |
) |
|
|
889 |
|
|
|
|
|
|
|
|
571 |
|
|
|
(141 |
) |
|
|
430 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
assets |
|
|
liabilities |
|
|
net |
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
|
|
|
|
|
(492 |
) |
|
|
(492 |
) |
Property, plant & equipment |
|
|
86 |
|
|
|
(60 |
) |
|
|
26 |
|
Inventories |
|
|
158 |
|
|
|
(20 |
) |
|
|
138 |
|
Prepaid pension costs |
|
|
10 |
|
|
|
(100 |
) |
|
|
(90 |
) |
Other receivables |
|
|
68 |
|
|
|
(20 |
) |
|
|
48 |
|
Other assets |
|
|
366 |
|
|
|
(20 |
) |
|
|
346 |
|
Provisions: |
|
|
|
|
|
|
|
|
|
|
|
|
- Pensions |
|
|
259 |
|
|
|
|
|
|
|
259 |
|
- Restructuring |
|
|
24 |
|
|
|
|
|
|
|
24 |
|
- Guarantees |
|
|
15 |
|
|
|
|
|
|
|
15 |
|
- Termination benefits |
|
|
23 |
|
|
|
|
|
|
|
23 |
|
- Other postretiremen |
|
|
94 |
|
|
|
|
|
|
|
94 |
|
- Other |
|
|
444 |
|
|
|
(150 |
) |
|
|
294 |
|
Other liabilities |
|
|
77 |
|
|
|
(25 |
) |
|
|
52 |
|
|
|
|
1,624 |
|
|
|
(887 |
) |
|
|
737 |
|
Set off of deferred tax positions |
|
|
(624 |
) |
|
|
624 |
|
|
|
|
|
|
|
|
1,000 |
|
|
|
(263 |
) |
|
|
737 |
|
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,
2007, it is probable that the Company will realize all or some portion of the recognized benefits
of these deductible differences.
At December 31, 2007, operating loss carryforwards expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
|
un- |
|
Total |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2017 |
|
|
later |
|
|
limited |
|
4,496 |
|
|
8 |
|
|
|
11 |
|
|
|
5 |
|
|
|
14 |
|
|
|
10 |
|
|
|
6 |
|
|
|
884 |
|
|
|
3,558 |
|
The Company also has tax credit carryforwards of EUR 77 million, which are available to offset
future tax, if any, and which expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
|
un- |
|
Total |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2017 |
|
|
later |
|
|
limited |
|
77 |
|
|
1 |
|
|
|
1 |
|
|
|
|
|
|
|
2 |
|
|
|
4 |
|
|
|
5 |
|
|
|
25 |
|
|
|
39 |
|
At December 31, 2007, operating loss and tax credit carryforwards for which no deferred tax assets
have been recognized in the balance sheet, expire as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013/ |
|
|
|
|
|
|
un- |
|
Total |
|
2008 |
|
|
2009 |
|
|
2010 |
|
|
2011 |
|
|
2012 |
|
|
2017 |
|
|
later |
|
|
limited |
|
1,214 |
|
|
7 |
|
|
|
11 |
|
|
|
4 |
|
|
|
7 |
|
|
|
10 |
|
|
|
5 |
|
|
|
29 |
|
|
|
1,141 |
|
Classification of the income tax payable and receivable is as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Income tax receivable under current receivables |
|
|
105 |
|
|
|
52 |
|
Income tax receivable under non-current receivables |
|
|
25 |
|
|
|
14 |
|
Income tax payable under accrued liabilities |
|
|
(519 |
) |
|
|
(154 |
) |
Income tax payable under non-current liabilities |
|
|
(36 |
) |
|
|
(1 |
) |
43
Investments in equity-accounted investees
Results relating to investments in equity-accounted investees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Companys participation in income and loss |
|
|
514 |
|
|
|
(188 |
) |
|
|
246 |
|
Results on sales of shares |
|
|
1,754 |
|
|
|
106 |
|
|
|
660 |
|
Gains and losses from dilution effects |
|
|
190 |
|
|
|
13 |
|
|
|
|
|
Investment impairment / other charges |
|
|
(179 |
) |
|
|
(70 |
) |
|
|
(22 |
) |
|
|
|
2,279 |
|
|
|
(139 |
) |
|
|
884 |
|
Detailed information of the aforementioned individual line items is set out below.
Companys participation in income and loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
LG.Philips LCD |
|
|
148 |
|
|
|
(192 |
) |
|
|
241 |
|
LG.Philips Displays |
|
|
(42 |
) |
|
|
|
|
|
|
|
|
Others |
|
|
408 |
|
|
|
4 |
|
|
|
5 |
|
|
|
|
514 |
|
|
|
(188 |
) |
|
|
246 |
|
Philips Annual Report 2007 221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
2007
The company had a share in income, mainly related to LG.Philips LCD. Philips is represented on the
board of directors and continued to exercise influence by participating in the policy-making
processes of LPL. Accordingly, Philips continued to apply equity accounting for LPL in 2007.
2006
The Company had a share in losses, 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 Displays. The operational loss of LG.Philips Displays included restructuring costs
of EUR 30 million.
Results on sales of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
FEI Company |
|
|
|
|
|
|
103 |
|
|
|
|
|
NAVTEQ |
|
|
768 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
551 |
|
|
|
|
|
|
|
|
|
LG.Philips LCD |
|
|
435 |
|
|
|
|
|
|
|
654 |
|
Others |
|
|
|
|
|
|
3 |
|
|
|
6 |
|
|
|
|
1,754 |
|
|
|
106 |
|
|
|
660 |
|
2007
In 2007, Philips sold 46,400,000 shares of LG.Philips LCD common stock, resulting in a gain of EUR
654 million. As a result of the sale, Philips shareholding in LG.Philips LCD was reduced from
32.9% to 19.9%.
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.%.
Gains and losses arising from dilution effects
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
TPV |
|
|
|
|
|
|
13 |
|
|
|
|
|
LG.Philips LCD |
|
|
214 |
|
|
|
|
|
|
|
|
|
TSMC |
|
|
(24 |
) |
|
|
|
|
|
|
|
|
|
|
|
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.
Investment impairment/other charges
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
LG.Philips Displays |
|
|
(168 |
) |
|
|
(61 |
) |
|
|
(22 |
) |
Others |
|
|
(11 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
(179 |
) |
|
|
(70 |
) |
|
|
(22 |
) |
2007
The voluntary support of social plans for employees impacted by the bankruptcy of certain
LG.Philips Displays activities amounted to EUR 22 million.
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.
Investments in, and loans to, equity-accounted investees
The changes during 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
loans |
|
|
investments |
|
|
total |
|
Investments in equity-accounted
investees as of January 1, 2007 |
|
|
5 |
|
|
|
2,864 |
|
|
|
2,869 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
|
|
|
|
10 |
|
|
|
10 |
|
Sales/repayments |
|
|
(4 |
) |
|
|
(980 |
) |
|
|
(984 |
) |
Share in income/value
adjustments |
|
|
|
|
|
|
246 |
|
|
|
246 |
|
Dividends received |
|
|
|
|
|
|
(48 |
) |
|
|
(48 |
) |
Translation and exchange rate
differences |
|
|
(1 |
) |
|
|
(275 |
) |
|
|
(276 |
) |
Investments in equity-accounted
investees as of December 31,
2007 |
|
|
|
|
|
|
1,817 |
|
|
|
1,817 |
|
Included in investments is EUR 339 million (2006: EUR 622 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 329 million (2006: EUR 612 million) for LG.Philips LCD.
Sales/repayments mainly relate to the sale of LG.Philips LCD (see note 39).
222 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
The total carrying value of
investments in, and loans to,
equity-accounted investees is
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
share- |
|
|
|
|
|
|
share- |
|
|
|
|
|
|
holding % |
|
|
amount |
|
|
holding % |
|
|
amount |
|
LG.Philips LCD |
|
|
32.9 |
|
|
|
2,509 |
|
|
|
19.9 |
|
|
|
1,535 |
|
Other investments in
equity-accounted
investees |
|
|
|
|
|
|
360 |
|
|
|
|
|
|
|
282 |
|
|
|
|
|
|
|
|
2,869 |
|
|
|
|
|
|
|
1,817 |
|
The fair value of Philips shareholdings
in the publicly listed company
LG.Philips LCD, based on quoted market
prices at December 31, 2007, was EUR
2,556 million respectively.
The investments in equity-accounted
investees are mainly included in the
sector Group Management & Services.
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 |
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Net sales |
|
|
20,083 |
|
|
|
13,599 |
|
|
|
15,799 |
|
Income (loss) before taxes |
|
|
2,297 |
|
|
|
(613 |
) |
|
|
1,233 |
|
Income taxes |
|
|
121 |
|
|
|
189 |
|
|
|
(154 |
) |
Other income (loss) |
|
|
(94 |
) |
|
|
(37 |
) |
|
|
(1 |
) |
Net income (loss) |
|
|
2,324 |
|
|
|
(461 |
) |
|
|
1,078 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total share in net income of
equity-accounted investees recognized
in the consolidated statements of
income |
|
|
514 |
|
|
|
(188 |
) |
|
|
246 |
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
2006 |
|
|
2007 |
|
Current assets |
|
|
4,952 |
|
|
|
6,116 |
|
Non-current assets |
|
|
10,028 |
|
|
|
6,766 |
|
|
|
|
14,980 |
|
|
|
12,882 |
|
Current liabilities |
|
|
(4,184 |
) |
|
|
(3,339 |
) |
Non-current liabilities |
|
|
(3,826 |
) |
|
|
(2,578 |
) |
Net asset value |
|
|
6,970 |
|
|
|
6,965 |
|
|
|
|
|
|
|
|
|
|
Investments in and loans to equity- accounted
investees included in the consolidated balance sheet |
|
|
2,869 |
|
|
|
1,817 |
|
Philips Annual Report 2007 223
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
44
Earnings per share
The earnings per share (EPS) data have been calculated as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
3,380 |
|
|
|
|
|
|
|
654 |
|
|
|
|
|
|
|
4,728 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
4,010 |
|
|
|
|
|
|
|
(73 |
) |
Net income available to holders of common shares |
|
|
|
|
|
|
3,374 |
|
|
|
|
|
|
|
4,664 |
|
|
|
|
|
|
|
4,655 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares |
|
|
|
|
|
|
1,249,955,546 |
|
|
|
|
|
|
|
1,174,924,579 |
|
|
|
|
|
|
|
1,086,128,418 |
|
Plus incremental shares from assumed conversions of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options and restricted share rights |
|
|
|
|
|
|
2,771,955 |
|
|
|
|
|
|
|
7,531,636 |
|
|
|
|
|
|
|
11,669,275 |
|
Convertible debentures |
|
|
|
|
|
|
602,863 |
|
|
|
|
|
|
|
1,174,299 |
|
|
|
|
|
|
|
1,127,690 |
|
Dilutive potential common shares1) |
|
|
|
|
|
|
3,374,818 |
|
|
|
|
|
|
|
8,705,935 |
|
|
|
|
|
|
|
12,796,965 |
|
Adjusted weighted average number of shares |
|
|
|
|
|
|
1,253,330,364 |
|
|
|
|
|
|
|
1,183,630,514 |
|
|
|
|
|
|
|
1,098,925,383 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
2.70 |
|
|
|
|
|
|
|
0.56 |
|
|
|
|
|
|
|
4.35 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.41 |
|
|
|
|
|
|
|
(0.06 |
) |
Net income attributable to stockholders |
|
|
|
|
|
|
2.70 |
|
|
|
|
|
|
|
3.97 |
|
|
|
|
|
|
|
4.29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share in euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
|
|
|
|
2.70 |
|
|
|
|
|
|
|
0.55 |
|
|
|
|
|
|
|
4.30 |
|
Income (loss) from discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.39 |
|
|
|
|
|
|
|
(0.06 |
) |
Net income attributable to stockholders |
|
|
|
|
|
|
2.70 |
|
|
|
|
|
|
|
3.94 |
|
|
|
|
|
|
|
4.24 |
|
|
|
|
1) |
|
In 2007, 27 million securities (2006: 19 million, 2005: 34 million)
that could potentially dilute basic EPS were not included in the computation
of dilutive EPS because the effect would have been antidilutive for the
periods presented. |
45
Receivables
Accounts receivable, net, include installment accounts receivable of EUR 3 million (2006: EUR 8
million).
The accounts receivable, net, split per sector are as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Medical Systems |
|
|
1,341 |
|
|
|
1,403 |
|
DAP |
|
|
250 |
|
|
|
303 |
|
Consumer Electronics |
|
|
1,467 |
|
|
|
1,467 |
|
Lighting |
|
|
675 |
|
|
|
796 |
|
Innovation & Emerging Businesses |
|
|
226 |
|
|
|
173 |
|
Group Management & Services |
|
|
298 |
|
|
|
67 |
|
|
|
|
4,257 |
|
|
|
4,209 |
|
The ageing analysis of accounts receivable, net, is set out below:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
not overdue |
|
|
3,698 |
|
|
|
3,453 |
|
overdue 1-30 days |
|
|
416 |
|
|
|
495 |
|
overdue 31-180 days |
|
|
143 |
|
|
|
261 |
|
|
|
|
4,257 |
|
|
|
4,209 |
|
A large part of the overdues of trade accounts receivable relates to public sector customers
with slow payment approval processes but no or limited credit risk. Provisions have been made
mainly for overdues above 180 days.
Income taxes receivable (current portion) totaling EUR 52 million (2006: EUR 105 million) are
included under other receivables.
The changes in the allowance for doubtful accounts receivable are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
404 |
|
|
|
369 |
|
|
|
336 |
|
Additions charged to income |
|
|
30 |
|
|
|
52 |
|
|
|
62 |
|
Deductions from allowance1) |
|
|
(62 |
) |
|
|
(72 |
) |
|
|
(85 |
) |
Other movements2) |
|
|
(3 |
) |
|
|
(13 |
) |
|
|
(13 |
) |
Balance as of December 31 |
|
|
369 |
|
|
|
336 |
|
|
|
300 |
|
|
|
|
1) |
|
Write-offs for which an allowance was previously provided |
|
2) |
|
Including the effect of translation differences and consolidation changes |
224 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
46
Inventories
Inventories are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Raw materials and supplies |
|
|
849 |
|
|
|
918 |
|
Work in process |
|
|
380 |
|
|
|
391 |
|
Finished goods |
|
|
1,859 |
|
|
|
2,015 |
|
Advance payments on work in process |
|
|
(208 |
) |
|
|
(121 |
) |
|
|
|
2,880 |
|
|
|
3,203 |
|
The amounts recorded above are net of allowances for obsolescence.
As of December 31, 2007, the carrying amount of inventories carried at fair value less cost-to-sell
is EUR 190 million (2006: EUR 116 million).
47
Other current assets
Other current assets include assets for derivative instruments of EUR 275 million (2006: EUR
298 million), prepaid expenses of EUR 347 million (2006: EUR 280 million) and held-for-trading
securities of EUR nil (2006: EUR 192 million).
48
Other non-current financial assets
The changes during 2007 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
available- |
|
|
restricted |
|
|
cost- |
|
|
|
|
|
|
|
|
|
for-sale |
|
|
liquid |
|
|
method |
|
|
|
|
|
|
|
|
|
securities |
|
|
assets |
|
|
investments |
|
|
other |
|
|
total |
|
Balance as of
January 1, 2007 |
|
|
6,529 |
|
|
|
200 |
|
|
|
1,043 |
|
|
|
283 |
|
|
|
8,055 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications |
|
|
19 |
|
|
|
|
|
|
|
(19 |
) |
|
|
|
|
|
|
|
|
Acquisitions/
additions |
|
|
15 |
|
|
|
11 |
|
|
|
5 |
|
|
|
34 |
|
|
|
65 |
|
Sales/
redemptions/
reductions |
|
|
(4,180 |
) |
|
|
(109 |
) |
|
|
|
|
|
|
(25 |
) |
|
|
(4,314 |
) |
Value adjustments |
|
|
(607 |
) |
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
(599 |
) |
Translation and
exchange differences |
|
|
|
|
|
|
(1 |
) |
|
|
(2 |
) |
|
|
(21 |
) |
|
|
(24 |
) |
Balance as of
December 31, 2007 |
|
|
1,776 |
|
|
|
101 |
|
|
|
1,027 |
|
|
|
279 |
|
|
|
3,183 |
|
Investments in available-for-sale securities
The Companys investments in available-for-sale securities consist
of investments in common stock of companies in various industries.
Major holdings in available-for-sale securities at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
number of |
|
|
|
|
|
|
number |
|
|
|
|
|
|
shares |
|
|
fair value |
|
|
of shares |
|
|
fair value |
|
D&M Holdings |
|
|
11,126,640 |
|
|
|
32 |
|
|
|
11,126,640 |
|
|
|
32 |
|
TSMC |
|
|
4,066,046,793 |
|
|
|
6,395 |
|
|
|
1,311,490,224 |
|
|
|
1,699 |
|
|
|
|
|
|
|
|
6,427 |
|
|
|
|
|
|
|
1,731 |
|
During 2007, the Company further reduced its portfolio of available-for-sale securities.
On March 12, 2007, Philips and TSMC jointly announced that the companies agreed to a multi-phased
plan to facilitate an orderly exit by Philips from its shareholding in TSMC. The plan comprised a
private sale transaction to long-term financial investors in Taiwan, the offering of shares through
a public offering in the United States (in the form of American Depositary Shares) and the
participation in stock repurchase programs initiated by TSMC. As a consequence Philips disposed of
EUR 2,755 million TSMC shares and realized an aggregate gain of EUR 2,528 million, which was
presented under Financial income and expense. As of December 31, 2007 Philips owns 4.96% of TSMCs
share capital with a current market value of EUR 1,699 million.
On May 17, 2007, Philips sold its remaining stake of approximately 2.5% (4,914,875 common shares)
of the issued share capital in US-based JDS Uniphase. On September 14, 2007, Philips sold its stake
of approximately 2.5% (4,587,333 common shares) in US-based Nuance Communications Inc. The results
on these transactions were recognized under Financial income and expenses.
Included in other non-current financial assets is a convertible bond issued to the Company by TPV
with a total fair value of EUR 189 million as at December 31, 2007. 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.
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 interest in
NXP resulted from the sale of a majority stake in the Semiconductors
division in September 2006. The Company performed an impairment
review on the cost of the investment in NXP and concluded that no
impairment needs to be recognized at December 31, 2007.
In June 2006, the merger of Mobile Display Systems (MDS) with Toppoly has been completed. As a
consequence of the transaction, Philips holds a 17.4% stake in TPO, valued at amortized cost of EUR
103 million, net of an impairment of EUR 77 million.
49
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 14 million (2006: EUR 25 million).
50
Other non-current assets
Other non-current assets in 2007 are comprised of prepaid pension costs of EUR 331 million (2006:
EUR 343 million) and prepaid expenses of EUR 53 million (2006: EUR 47 million).
Philips Annual Report 2007 225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
128
|
|
Group financial statements
|
|
|
188 |
|
|
IFRS information
|
|
|
240 |
|
|
Company financial statements |
|
|
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
51
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, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,182 |
|
|
|
3,313 |
|
|
|
74 |
|
|
|
1,578 |
|
|
|
393 |
|
|
|
20 |
|
|
|
7,560 |
|
Accumulated depreciation |
|
|
(910 |
) |
|
|
(2,226 |
) |
|
|
(50 |
) |
|
|
(1,259 |
) |
|
|
|
|
|
|
(13 |
) |
|
|
(4,458 |
) |
Book value |
|
|
1,272 |
|
|
|
1,087 |
|
|
|
24 |
|
|
|
319 |
|
|
|
393 |
|
|
|
7 |
|
|
|
3,102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
113 |
|
|
|
283 |
|
|
|
30 |
|
|
|
232 |
|
|
|
|
|
|
|
|
|
|
|
658 |
|
Retirements and sales |
|
|
(6 |
) |
|
|
(24 |
) |
|
|
(1 |
) |
|
|
(8 |
) |
|
|
(42 |
) |
|
|
(3 |
) |
|
|
(84 |
) |
Depreciation |
|
|
(76 |
) |
|
|
(235 |
) |
|
|
(12 |
) |
|
|
(189 |
) |
|
|
|
|
|
|
|
|
|
|
(512 |
) |
Write-downs and impairments |
|
|
(7 |
) |
|
|
(15 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22 |
) |
Translation differences |
|
|
(15 |
) |
|
|
(10 |
) |
|
|
(3 |
) |
|
|
(11 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
(44 |
) |
Changes in consolidation |
|
|
88 |
|
|
|
(6 |
) |
|
|
2 |
|
|
|
15 |
|
|
|
(3 |
) |
|
|
|
|
|
|
96 |
|
Total changes |
|
|
97 |
|
|
|
(7 |
) |
|
|
16 |
|
|
|
39 |
|
|
|
(50 |
) |
|
|
(3 |
) |
|
|
92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,303 |
|
|
|
3,404 |
|
|
|
88 |
|
|
|
1,746 |
|
|
|
343 |
|
|
|
13 |
|
|
|
7,897 |
|
Accumulated depreciation |
|
|
(934 |
) |
|
|
(2,324 |
) |
|
|
(48 |
) |
|
|
(1,388 |
) |
|
|
|
|
|
|
(9 |
) |
|
|
(4,703 |
) |
Book value |
|
|
1,369 |
|
|
|
1,080 |
|
|
|
40 |
|
|
|
358 |
|
|
|
343 |
|
|
|
4 |
|
|
|
3,194 |
|
Land with a book value of EUR 148 million
as at December 31, 2007 (2006: EUR 141
million) is not depreciated.
The expected useful lives as of December 31, 2007, 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 5 million
(2006: EUR 9 million).
226 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
52
Intangible assets excluding goodwill
The changes during 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
other |
|
|
|
|
|
|
|
|
|
|
|
|
intangible |
|
|
product |
|
|
|
|
|
|
|
|
|
assets |
|
|
development |
|
|
software |
|
|
total |
|
Balance as of
January 1, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,447 |
|
|
|
1,083 |
|
|
|
552 |
|
|
|
4,082 |
|
Accumulated
amortization |
|
|
(590 |
) |
|
|
(548 |
) |
|
|
(386 |
) |
|
|
(1,524 |
) |
Book value |
|
|
1,857 |
|
|
|
535 |
|
|
|
166 |
|
|
|
2,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in
book value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
|
|
|
|
232 |
|
|
|
118 |
|
|
|
350 |
|
Acquisitions |
|
|
704 |
|
|
|
1 |
|
|
|
7 |
|
|
|
712 |
|
Amortization/deductions |
|
|
(200 |
) |
|
|
(231 |
) |
|
|
(76 |
) |
|
|
(507 |
) |
Impairment losses |
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
(14 |
) |
Translation
differences |
|
|
(220 |
) |
|
|
(16 |
) |
|
|
(11 |
) |
|
|
(247 |
) |
Other |
|
|
(36 |
) |
|
|
12 |
|
|
|
7 |
|
|
|
(17 |
) |
Total changes |
|
|
248 |
|
|
|
(16 |
) |
|
|
45 |
|
|
|
277 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of
December 31, 2007: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
2,848 |
|
|
|
1,146 |
|
|
|
615 |
|
|
|
4,609 |
|
Accumulated
amortization |
|
|
(743 |
) |
|
|
(627 |
) |
|
|
(404 |
) |
|
|
(1,774 |
) |
Book Value |
|
|
2,105 |
|
|
|
519 |
|
|
|
211 |
|
|
|
2,835 |
|
Other intangible assets in 2007 consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January 1 |
|
|
|
|
|
|
December 31 |
|
|
|
|
|
|
|
accumulated |
|
|
|
|
|
|
accumulated |
|
|
|
gross |
|
|
amortization |
|
|
gross |
|
|
amortization |
|
Marketing-related1) |
|
|
314 |
|
|
|
(48 |
) |
|
|
179 |
|
|
|
(31 |
) |
Customer-related |
|
|
969 |
|
|
|
(190 |
) |
|
|
1,124 |
|
|
|
(195 |
) |
Contract-based |
|
|
54 |
|
|
|
(9 |
) |
|
|
33 |
|
|
|
(10 |
) |
Technology-based |
|
|
724 |
|
|
|
(266 |
) |
|
|
861 |
|
|
|
(417 |
) |
Patents and
trademarks1) |
|
|
386 |
|
|
|
(77 |
) |
|
|
651 |
|
|
|
(90 |
) |
|
|
|
2,447 |
|
|
|
(590 |
) |
|
|
2,848 |
|
|
|
(743 |
) |
|
|
|
1) |
|
In 2007, a reclassification was made of EUR 100 million following finalization of
the purchase price accounting of Lifeline. |
The estimated amortization expense for these other intangible assets for each of the five
succeeding years are:
|
|
|
|
|
2008 |
|
|
207 |
|
2009 |
|
|
206 |
|
2010 |
|
|
202 |
|
2011 |
|
|
175 |
|
2012 |
|
|
153 |
|
The expected weighted average remaining life of other intangible assets is 6.1 years as of
December 31, 2007.
The additions acquired through business combinations in 2007 consist of the acquired intangible
assets of Partners in Lighting of EUR 217 million and Color Kinetics of EUR 187 million.
Other intangible assets include EUR 350 million representing the trademarks and trade names
Lifeline and Avent, which were acquired in 2006 and have indefinite
useful lives. These brands are
used together with the Philips brand in a dual branding strategy. Therefore 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
63 million (2006: EUR 57 million). The amounts charged to the income statement for amortization or
impairment of these capitalized computer software costs amounted to EUR 20 million (2006: EUR 18
million, 2005: EUR 13 million).
53
Goodwill
The changes in 2006 and 2007 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Balance as of January 1: |
|
|
|
|
|
|
|
|
Cost |
|
|
2,530 |
|
|
|
3,822 |
|
Accumulated amortization/impairments |
|
|
(459 |
) |
|
|
(416 |
) |
Bookvalue |
|
|
2,071 |
|
|
|
3,406 |
|
|
|
|
|
|
|
|
|
|
Changes in book value: |
|
|
|
|
|
|
|
|
Acquisitions |
|
|
1,596 |
|
|
|
760 |
|
Translation differences |
|
|
(261 |
) |
|
|
(366 |
) |
|
|
|
|
|
|
|
|
|
Balance as of December 31: |
|
|
|
|
|
|
|
|
Cost |
|
|
3,822 |
|
|
|
4,173 |
|
Accumulated amortization/impairments |
|
|
(416 |
) |
|
|
(373 |
) |
Bookvalue |
|
|
3,406 |
|
|
|
3,800 |
|
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 8.0% to
11.3%, with an average of 9.7% 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 0% to 3.5%.
Acquisitions in 2007 include goodwill related to the acquisitions of Partners in Lighting for EUR
297 million and Color Kinetics for EUR 358 million and several smaller acquisitions. In addition
goodwill
changed due to the finalization of purchase price accounting related to acquisitions in prior
years.
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 730
million, and several smaller acquisitions.
Please refer to page 203 of this Annual Report for a specification of goodwill by sector.
Philips Annual Report 2007 227
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
188 |
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
54
Accrued liabilities
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Personnel-related costs: |
|
|
|
|
|
|
|
|
- Salaries and wages |
|
|
492 |
|
|
|
433 |
|
- Accrued holiday entitlements |
|
|
185 |
|
|
|
178 |
|
- Other personnel-related costs |
|
|
120 |
|
|
|
169 |
|
Fixed-assets-related costs: |
|
|
|
|
|
|
|
|
- Gas, water, electricity, rent and other |
|
|
71 |
|
|
|
62 |
|
Taxes: |
|
|
|
|
|
|
|
|
- Income tax
payable |
|
|
519 |
|
|
|
154 |
|
- Other taxes payable |
|
|
2 |
|
|
|
12 |
|
Communication & IT costs |
|
|
47 |
|
|
|
31 |
|
Distribution costs |
|
|
64 |
|
|
|
109 |
|
Sales-related costs: |
|
|
|
|
|
|
|
|
- Commission payable |
|
|
65 |
|
|
|
43 |
|
- Advertising and marketing-related costs |
|
|
119 |
|
|
|
66 |
|
- Other sales-related costs |
|
|
180 |
|
|
|
206 |
|
Material-related costs |
|
|
167 |
|
|
|
134 |
|
Interest-related accruals |
|
|
118 |
|
|
|
110 |
|
Deferred income |
|
|
471 |
|
|
|
556 |
|
Derivative instruments liabilities (see note 68) |
|
|
101 |
|
|
|
144 |
|
Other accrued liabilities |
|
|
559 |
|
|
|
568 |
|
|
|
|
3,280 |
|
|
|
2,975 |
|
Please refer to note 42 for a specification on the income tax payable.
55
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
long- |
|
|
short- |
|
|
long- |
|
|
short- |
|
|
|
term |
|
|
term |
|
|
term |
|
|
term |
|
Provisions for defined-benefit
plans (see note 56) |
|
|
677 |
|
|
|
91 |
|
|
|
676 |
|
|
|
68 |
|
Other postretirement benefits
(see note 56) |
|
|
372 |
|
|
|
36 |
|
|
|
364 |
|
|
|
23 |
|
Postemployment benefits and
obligatory severance payments |
|
|
92 |
|
|
|
50 |
|
|
|
113 |
|
|
|
13 |
|
Product warranty |
|
|
17 |
|
|
|
348 |
|
|
|
133 |
|
|
|
190 |
|
Loss contingencies (environmental
remediation and product
liability) |
|
|
417 |
|
|
|
93 |
|
|
|
402 |
|
|
|
49 |
|
Other provisions |
|
|
213 |
|
|
|
137 |
|
|
|
227 |
|
|
|
39 |
|
|
|
|
1,788 |
|
|
|
755 |
|
|
|
1,915 |
|
|
|
382 |
|
Product warranty
The provision for product warranty reflects the estimated costs of replacement and free-of-charge
services that will be incurred by the Group with respect to products sold. The changes in the
provision
for product warranty are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
353 |
|
|
|
378 |
|
|
|
365 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
491 |
|
|
|
438 |
|
|
|
360 |
|
Utilizations |
|
|
(472 |
) |
|
|
(443 |
) |
|
|
(369 |
) |
Releases |
|
|
(7 |
) |
|
|
|
|
|
|
(6 |
) |
Translation differences |
|
|
20 |
|
|
|
(13 |
) |
|
|
(16 |
) |
Changes in consolidation |
|
|
(7 |
) |
|
|
5 |
|
|
|
(11 |
) |
Balance as of December 31 |
|
|
378 |
|
|
|
365 |
|
|
|
323 |
|
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 can be estimated reliably. Please refer to note 62.
The changes in this provision are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Balance as of January 1 |
|
|
275 |
|
|
|
287 |
|
|
|
510 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Additions |
|
|
27 |
|
|
|
304 |
|
|
|
16 |
|
Utilizations |
|
|
(43 |
) |
|
|
(39 |
) |
|
|
(66 |
) |
Releases |
|
|
(3 |
) |
|
|
(5 |
) |
|
|
29 |
|
Translation differences |
|
|
31 |
|
|
|
(37 |
) |
|
|
(38 |
) |
Balance as of December 31 |
|
|
287 |
|
|
|
510 |
|
|
|
451 |
|
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 79 million (2006: EUR
88 million) and expected losses on existing projects/orders totaling EUR 14 million (2006: EUR 14
million).
56
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.
For funded plans the Company makes contributions, 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.
228 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
Summary of pre-tax costs for pension plans and retiree healthcare plans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Defined-benefit plans |
|
|
382 |
|
|
|
381 |
|
|
|
350 |
|
Defined-contribution plans including
multi-employer plans |
|
|
56 |
|
|
|
80 |
|
|
|
84 |
|
Medical retiree cost |
|
|
(222 |
) |
|
|
26 |
|
|
|
25 |
|
|
|
|
216 |
|
|
|
487 |
|
|
|
459 |
|
Movements in the net liability for defined-benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Projected benefit obligation at the beginning of year |
|
|
21,134 |
|
|
|
20,410 |
|
Service cost |
|
|
327 |
|
|
|
265 |
|
Interest cost |
|
|
942 |
|
|
|
920 |
|
Employee contributions |
|
|
10 |
|
|
|
4 |
|
Actuarial (gains) or losses |
|
|
(26 |
) |
|
|
(756 |
) |
Plan amendments |
|
|
3 |
|
|
|
4 |
|
Settlements |
|
|
(179 |
) |
|
|
(502 |
) |
Curtailments |
|
|
(261 |
) |
|
|
2 |
|
Changes in consolidation |
|
|
(173 |
) |
|
|
49 |
|
Benefits paid |
|
|
(1,147 |
) |
|
|
(1,152 |
) |
Exchange rate differences |
|
|
(223 |
) |
|
|
(564 |
) |
Miscellaneous |
|
|
3 |
|
|
|
(1 |
) |
Projected benefit obligation at end of year |
|
|
20,410 |
|
|
|
18,679 |
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
19,532 |
|
|
|
17,866 |
|
Present value of unfunded obligations at end of year |
|
|
878 |
|
|
|
813 |
|
Movement in plan assets:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Plan assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at beginning of year |
|
|
20,830 |
|
|
|
21,352 |
|
Expected return on plan assets |
|
|
1,214 |
|
|
|
1,216 |
|
Actuarial gains and (losses) on plan assets |
|
|
(164 |
) |
|
|
(571 |
) |
Employee contributions |
|
|
10 |
|
|
|
4 |
|
Employer contributions |
|
|
928 |
|
|
|
332 |
|
Settlements |
|
|
(182 |
) |
|
|
(577 |
) |
Changes in consolidation |
|
|
(23 |
) |
|
|
53 |
|
Benefits paid |
|
|
(1,076 |
) |
|
|
(1,083 |
) |
Exchange rate differences |
|
|
(185 |
) |
|
|
(525 |
) |
Miscellaneous |
|
|
|
|
|
|
(1 |
) |
Fair value of plan assets at end of year |
|
|
21,352 |
|
|
|
20,200 |
|
|
|
|
|
|
|
|
|
|
Funded status |
|
|
942 |
|
|
|
1,521 |
|
Unrecognized net transition obligation |
|
|
|
|
|
|
|
|
Unrecognized prior service cost |
|
|
12 |
|
|
|
8 |
|
Unrecognized net loss |
|
|
558 |
|
|
|
456 |
|
Unrecognized net assets |
|
|
(2,235 |
) |
|
|
(2,659 |
) |
Net balance sheet position |
|
|
(723 |
) |
|
|
(674 |
) |
Classification of the net balance
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Prepaid pension costs under other non-current assets |
|
|
343 |
|
|
|
331 |
|
Accrued pension costs under other non-current liabilities |
|
|
(298 |
) |
|
|
(261 |
) |
Provision for pensions under provisions |
|
|
(768 |
) |
|
|
(744 |
) |
|
|
|
(723 |
) |
|
|
(674 |
) |
Plan assets in the Netherlands
The Companys pension plan asset allocation in the Netherlands at
December 31, 2006 and 2007 and target allocation 2008 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
|
actual |
|
|
actual |
|
|
target |
|
Matching portfolio: |
|
|
57 |
|
|
|
59 |
|
|
|
62 |
|
- Debt securities |
|
|
57 |
|
|
|
59 |
|
|
|
62 |
|
Return portfolio: |
|
|
43 |
|
|
|
41 |
|
|
|
38 |
|
- Equity securities |
|
|
29 |
|
|
|
28 |
|
|
|
25 |
|
- Real estate |
|
|
9 |
|
|
|
8 |
|
|
|
5 |
|
- Other |
|
|
5 |
|
|
|
5 |
|
|
|
8 |
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Philips Pension Fund in the Netherlands
On November 13, 2007, various officials, on behalf of the Public Prosecutors office in The
Netherlands, visited a number of offices of the Philips Pension Fund and the company in relation to
a widespread investigation into potential fraud in the real estate sector. The company was notified
that one former employee and one current employee of an affiliate of the company were detained.
This affiliate, Philips Real Estate Investment Management BV, has managed the real estate portfolio
of the Philips Pension Fund since 2002. The investigation by the public prosecutor is aimed at the
potential involvement of (former) employees of a number of Dutch companies with respect to fraud in
the context of certain real estate transactions. Neither Philips Pension Fund nor any Philips
entity is a suspect in this investigation. The Philips Pension Fund and Philips are cooperating
with the authorities and have also started their own investigation. Formal notifications of
suspected fraud have been filed with the public prosecutor against the (former) employees concerned
and with our insurers. At this time it is not possible to assess the outcome of this matter nor the
potential consequences. At present it is managements assessment that this matter will not cause a
decline in plan assets or an increase in pension costs, in any
material respect.
Plan assets in other countries
The Companys pension plan asset allocation in other countries at
December 31, 2006 and 2007 and target allocation 2008 is as follows:
Percentage of plan assets at December 31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
|
2008 |
|
|
|
actual |
|
|
actual |
|
|
target |
|
Equity securities |
|
|
26 |
|
|
|
24 |
|
|
|
19 |
|
Debt securities |
|
|
68 |
|
|
|
73 |
|
|
|
78 |
|
Real estate |
|
|
2 |
|
|
|
2 |
|
|
|
3 |
|
Other |
|
|
4 |
|
|
|
1 |
|
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
|
|
100 |
|
Plan assets include property occupied by the Philips Group with
a fair value of EUR 12 million (2006: EUR 42 million).
Philips Annual Report 2007 229
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
188 |
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
Pension expense of defined-benefit plans recognized in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Service cost |
|
|
343 |
|
|
|
327 |
|
|
|
265 |
|
Interest cost on the projected benefit
obligation |
|
|
949 |
|
|
|
942 |
|
|
|
920 |
|
Expected return on plan assets |
|
|
(1,102 |
) |
|
|
(1,214 |
) |
|
|
(1,216 |
) |
Net actuarial (gain) loss recognized |
|
|
(607 |
) |
|
|
(82 |
) |
|
|
(119 |
) |
Prior-service cost |
|
|
(28 |
) |
|
|
6 |
|
|
|
6 |
|
Settlement loss |
|
|
3 |
|
|
|
5 |
|
|
|
75 |
|
Curtailment benefit |
|
|
(4 |
) |
|
|
(25 |
) |
|
|
2 |
|
Unrecognized net assets |
|
|
878 |
|
|
|
436 |
|
|
|
420 |
|
Other |
|
|
2 |
|
|
|
31 |
|
|
|
(3 |
) |
|
|
|
434 |
|
|
|
426 |
|
|
|
350 |
|
of which discontinued operations |
|
|
52 |
|
|
|
45 |
|
|
|
|
|
|
Actual return on plan assets |
|
|
2,495 |
|
|
|
1,050 |
|
|
|
645 |
|
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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Cost of sales |
|
|
99 |
|
|
|
67 |
|
|
|
26 |
|
Selling expenses |
|
|
47 |
|
|
|
55 |
|
|
|
41 |
|
General and administrative expenses |
|
|
253 |
|
|
|
268 |
|
|
|
266 |
|
Research and development expenses |
|
|
35 |
|
|
|
36 |
|
|
|
17 |
|
|
|
|
434 |
|
|
|
426 |
|
|
|
350 |
|
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 84 million (2006: EUR 80
million, 2005: EUR 56 million). In 2007, the defined-contribution cost includes contributions to
multi-employer plans of to EUR 4 million (2006: EUR 4 million, 2005: EUR 3 million).
Cash flows
The Company expects considerable cash outflows in relation to employee benefits which are estimated
to amount to EUR 314 million in 2008, consisting of EUR 160 million employer contributions to
defined-benefit pension plans, EUR 89 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 129 million
for the Netherlands and EUR 31 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.
The weighted average assumptions used to calculate the projected
benefit obligations as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.3 |
% |
|
|
5.2 |
% |
|
|
4.8 |
% |
|
|
5.65 |
|
Rate of compensation
increase |
|
|
* |
|
|
|
3.5% |
|
|
|
* |
|
|
|
3.9 |
% |
The weighted average assumptions used to calculate the net periodic
pension cost for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
Netherlands |
|
|
other |
|
|
Netherlands |
|
|
other |
|
Discount rate |
|
|
4.2% |
|
|
|
5.1% |
|
|
|
4.3 |
% |
|
|
5.2 |
% |
Expected returns on
plan assets |
|
|
5.7 |
% |
|
|
6.1 |
% |
|
|
5.7 |
% |
|
|
6.1 |
% |
Rate of compensation
increase |
|
|
* |
|
|
|
3.4 |
% |
|
|
* |
|
|
|
3.5 |
% |
|
|
|
* |
|
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 2.3% (2006: 2.0%).
The indexation assumption used to calculate the projected benefit obligations for the
Netherlands is 2.3% (2006: 2.0%) until 2008 and 1.15% (2006: 1.0%) from 2008 onwards. The
difference reflects a change in indexation policy. |
Historical data
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Present value of defined-benefit obligations |
|
|
20,410 |
|
|
|
18,679 |
|
Fair value of plan assets |
|
|
21,352 |
|
|
|
20,200 |
|
Surplus |
|
|
942 |
|
|
|
1,521 |
|
Experience adjustments in % on: |
|
|
|
|
|
|
|
|
- defined-benefit obligations (gain) loss |
|
|
(0.9 |
%) |
|
|
(0.8 |
%) |
- fair value of plan assets (gain) loss |
|
|
0.8 |
% |
|
|
2.8 |
% |
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.
230 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
Movements
in the net liability for other defined-benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Projected benefit obligation at the beginning of year |
|
|
447 |
|
|
|
373 |
|
Service cost |
|
|
4 |
|
|
|
3 |
|
Interest cost |
|
|
26 |
|
|
|
26 |
|
Actuarial gains |
|
|
(12 |
) |
|
|
47 |
|
Curtailments |
|
|
|
|
|
|
|
|
Plan amendments |
|
|
|
|
|
|
(5 |
) |
Settlements |
|
|
|
|
|
|
(6 |
) |
Changes in consolidation |
|
|
(2 |
) |
|
|
27 |
|
Benefits paid |
|
|
(65 |
) |
|
|
(32 |
) |
Exchange rate differences |
|
|
(26 |
) |
|
|
(19 |
) |
Miscellaneous |
|
|
1 |
|
|
|
(1 |
) |
Projected benefit obligation at end of year |
|
|
373 |
|
|
|
413 |
|
|
|
|
|
|
|
|
|
|
Present value of funded obligations at end of year |
|
|
|
|
|
|
|
|
Present value of unfunded obligations at end of year |
|
|
373 |
|
|
|
413 |
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Funded status |
|
|
(373 |
) |
|
|
(413 |
) |
Unrecognized actuarial losses |
|
|
(35 |
) |
|
|
31 |
|
Unrecognized psc |
|
|
|
|
|
|
(5 |
) |
Net balances |
|
|
(408 |
) |
|
|
(387 |
) |
|
|
|
|
|
|
|
|
|
Classification of the net balance is as follows: |
|
|
|
|
|
|
|
|
- Provision for other postretirement benefits |
|
|
(408 |
) |
|
|
(387 |
) |
Other postretirement benefit expense recognized in the income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Service cost |
|
|
19 |
|
|
|
4 |
|
|
|
3 |
|
Interest cost on accumulated
postretirement benefits |
|
|
40 |
|
|
|
26 |
|
|
|
26 |
|
Net actuarial loss recognized |
|
|
4 |
|
|
|
(4 |
) |
|
|
(4 |
) |
Curtailment |
|
|
(308 |
) |
|
|
|
|
|
|
|
|
|
|
|
(245 |
) |
|
|
26 |
|
|
|
25 |
|
of which discontinued operations |
|
|
(23 |
) |
|
|
|
|
|
|
|
|
The expense for other postretirement benefits is recognized in the following line items in the
income statement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Cost of sales |
|
|
(50 |
) |
|
|
3 |
|
|
|
2 |
|
Selling expenses |
|
|
(11 |
) |
|
|
3 |
|
|
|
2 |
|
General and administrative expenses |
|
|
(156 |
) |
|
|
20 |
|
|
|
20 |
|
Research and development expenses |
|
|
(28 |
) |
|
|
|
|
|
|
1 |
|
|
|
|
(245 |
) |
|
|
26 |
|
|
|
25 |
|
The weighted average assumptions used to calculate the postretiremen
benefit obligations other than pensions as of December 31 were as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
Discount rate |
|
|
7.2 |
% |
|
|
8.5 |
% |
Compensation increase (where applicable) |
|
|
5.6 |
% |
|
|
|
|
The weighted average assumptions used to calculate the net cost
for years ended December 31:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
Discount rate |
|
|
6.9 |
% |
|
|
7.2 |
% |
Compensation increase (where applicable) |
|
|
5.6 |
% |
|
|
|
|
Assumed healthcare cost trend rates at December 31:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
2007 |
Healthcare cost trend rate assumed for next year |
|
|
8.0 |
% |
|
|
9.0 |
% |
Rate that the cost trend rate will gradually reach |
|
|
5.0 |
% |
|
|
7.0 |
% |
Year of reaching the rate at which it is assumed to
remain |
|
|
2,014 |
|
|
|
2,015 |
|
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, 2007:
|
|
|
|
|
|
|
|
|
|
|
increase |
|
|
decrease |
|
|
|
with 1% |
|
|
by 1% |
|
Effect on total of service and interest cost |
|
|
5 |
|
|
|
(3 |
) |
Effect on postretirement benefit obligation |
|
|
47 |
|
|
|
(40 |
) |
Historical data
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Present value of define-benefit obligation |
|
|
373 |
|
|
|
413 |
|
Fair value of plan assets |
|
|
|
|
|
|
|
|
(Deficit) surplus |
|
|
(373 |
) |
|
|
413 |
|
Experience adjustments in % on |
|
|
|
|
|
|
|
|
- defined-benefit obligations (gain) loss |
|
|
(1.6 |
%) |
|
|
(0.2 |
%) |
57
Other current liabilities
Other current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Advances received from customers on orders not
covered by work in process |
|
|
133 |
|
|
|
133 |
|
Other taxes including social security premiums |
|
|
339 |
|
|
|
253 |
|
Other short-term liabilities |
|
|
133 |
|
|
|
123 |
|
|
|
|
605 |
|
|
|
509 |
|
Philips Annual Report 2007 231
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
188 |
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
58
Short-term debt
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Short-term bank borrowings |
|
|
622 |
|
|
|
464 |
|
Other short-term loans |
|
|
34 |
|
|
|
32 |
|
Current portion of long-term debt |
|
|
215 |
|
|
|
1,854 |
|
|
|
|
871 |
|
|
|
2,350 |
|
During 2007, the weighted average interest rate
on the bank borrowings was 7.9% (2006: 6.3%).
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, 2007, an amount of EUR 103
million
(2006: EUR 136 million) of convertible personnel
debentures was outstanding, with an average
conversion price of EUR 24.26. The conversion price
varies between EUR 16.81 and EUR 33.19 with various
conversion periods ending between January 1, 2008 and
December 31, 2012.
Included within the current portion of long-term debt
is EUR 1,692 million of bonds, with EUR 130 million
due to mature in February 2008 and EUR 1,562 million
due to mature in May 2008.
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. The
Company did not use the commercial paper program or
the revolving credit facility during 2007.
59
Long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
amount |
|
|
|
range of |
|
average rate |
|
amount |
|
|
|
|
|
|
|
|
|
|
due after |
|
|
remaining term |
|
|
outstanding |
|
|
|
interest rates |
|
of interest |
|
outstanding |
|
|
due in 1 year |
|
|
due after 1 year |
|
|
5 years |
|
|
(in years) |
|
|
2006 |
|
Eurobonds |
|
|
5.8 - 7.1 |
% |
|
|
6.0 |
% |
|
|
2,442 |
|
|
|
1,692 |
|
|
|
750 |
|
|
|
|
|
|
|
3.4 |
|
|
|
2,445 |
|
USD bonds |
|
|
7.1 - 7.8 |
% |
|
|
7.3 |
% |
|
|
357 |
|
|
|
|
|
|
|
357 |
|
|
|
357 |
|
|
|
14.4 |
|
|
|
307 |
|
USD putable bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
Convertible debentures |
|
|
0.8 - 0.8 |
% |
|
|
0.8 |
% |
|
|
103 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136 |
|
Private financing |
|
|
1.0 - 6.0 |
% |
|
|
4.3 |
% |
|
|
9 |
|
|
|
|
|
|
|
9 |
|
|
|
1 |
|
|
|
2.3 |
|
|
|
8 |
|
Bank borrowings |
|
|
1.7 - 6.4 |
% |
|
|
3.4 |
% |
|
|
4 |
|
|
|
1 |
|
|
|
3 |
|
|
|
|
|
|
|
1.1 |
|
|
|
119 |
|
Liabilities arising from capital
lease transactions |
|
|
1.4 - 16.3 |
% |
|
|
3.7 |
% |
|
|
94 |
|
|
|
13 |
|
|
|
81 |
|
|
|
57 |
|
|
|
6.7 |
|
|
|
68 |
|
Other long-term debt |
|
|
2.0 - 12.3 |
% |
|
|
6.5 |
% |
|
|
58 |
|
|
|
45 |
|
|
|
13 |
|
|
|
1 |
|
|
|
3.0 |
|
|
|
62 |
|
|
|
|
|
|
|
|
5.9 |
% |
|
|
3,067 |
|
|
|
1,854 |
|
|
|
1,213 |
|
|
|
416 |
|
|
|
|
|
|
|
3,222 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding data of previous year |
|
|
|
|
|
|
6.1 |
% |
|
|
3,222 |
|
|
|
215 |
|
|
|
3,007 |
|
|
|
405 |
|
|
|
|
|
|
|
3,917 |
|
232 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
The
following amounts of long-term debt as of December 31, 2007,
are due in the next five years:
|
|
|
|
|
2008 |
|
|
1,854 |
|
2009 |
|
|
22 |
|
2010 |
|
|
13 |
|
2011 |
|
|
758 |
|
2012 |
|
|
4 |
|
|
|
|
2,651 |
|
Corresponding amount of previous year |
|
|
2,817 |
|
As of
December 31, 2007, Philips had outstanding public bonds of EUR 2,799 million denominated in
USD or EUR.
The following table provides additional details regarding the outstanding bonds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31 |
|
|
|
effective |
|
|
|
|
|
|
|
|
rate |
|
2006 |
|
|
2007 |
|
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) |
|
|
|
|
|
|
4 |
|
|
|
1 |
|
|
|
|
|
|
|
|
2,445 |
|
|
|
2,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25; 7 3/4% |
|
|
8.010 |
% |
|
|
75 |
|
|
|
67 |
|
Due 6/01/26; 7 1/5% |
|
|
7.426 |
% |
|
|
126 |
|
|
|
113 |
|
Due 8/15/13; 7 1/4% |
|
|
7.554 |
% |
|
|
109 |
|
|
|
97 |
|
Due 5/15/25; 7 1/8% |
|
|
7.361 |
% |
|
|
|
|
|
|
70 |
|
Adjustments1) |
|
|
|
|
|
|
(3 |
) |
|
|
10 |
|
|
|
|
|
|
|
|
307 |
|
|
|
357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unsecured USD Bonds, subject to put |
|
|
|
|
|
|
|
|
|
|
|
|
Due 5/15/25, put date 5/15/07; 7 1/8% |
|
|
7.361 |
% |
|
|
78 |
|
|
|
|
|
Adjustments1) |
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
77 |
|
|
|
|
|
|
|
|
1) |
|
Adjustments relate to issued bond discounts, transaction costs and fair value
adjustments for interest rate derivatives. |
Secured liabilities
In 2007, no portions of long-term and short-term debt have been
collateralized (2006: EUR 21 million).
60
Other non-current liabilities
Other non-current liabilities are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Accrued pension costs |
|
|
298 |
|
|
|
261 |
|
Income tax
payable |
|
|
36 |
|
|
|
1 |
|
Asset retirement obligations |
|
|
7 |
|
|
|
21 |
|
Liabilities for employee stock-options of subsidiaries |
|
|
99 |
|
|
|
49 |
|
Other tax liability |
|
|
|
|
|
|
429 |
|
Other liabilities |
|
|
155 |
|
|
|
35 |
|
|
|
|
595 |
|
|
|
796 |
|
Please refer to note 42 for a specification on the income tax payable and the other tax liability.
61
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
payments due by period |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
more |
|
|
|
|
|
|
less than |
|
|
|
|
|
|
|
|
|
|
than 5 |
|
|
|
|
|
|
1 year |
|
|
1-3 years |
|
|
3-5 years |
|
|
years |
|
|
total |
|
Long-term debt |
|
|
1,841 |
|
|
|
19 |
|
|
|
754 |
|
|
|
359 |
|
|
|
2,973 |
|
Capital leases |
|
|
13 |
|
|
|
16 |
|
|
|
8 |
|
|
|
57 |
|
|
|
94 |
|
Operating leases |
|
|
142 |
|
|
|
231 |
|
|
|
134 |
|
|
|
217 |
|
|
|
724 |
|
For an explanation of long-term debt, see note 59. For an explanation of other long-term
liabilities, see note 60. Property, plant and equipment includes EUR 94 million (2006: EUR 68
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 724 million
(2006: EUR 787 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. Operating lease payments
for 2007 totaled EUR 14 million (2006: EUR 20 million, 2005: EUR 23 million).
The remaining minimum payments are as follows:
|
|
|
|
|
2008 |
|
|
13 |
|
2009 |
|
|
13 |
|
2010 |
|
|
9 |
|
2011 |
|
|
6 |
|
2012 |
|
|
5 |
|
Thereafter |
|
|
25 |
|
Philips Annual Report 2007 233
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
188 |
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
62
Contingent liabilities
Guarantees
Philips policy is to provide only guarantees and other letters of support, in writing. Philips
does not stand by other forms of support. At the end of 2007, the total fair value of guarantees was
EUR 3 million (2006: 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, 2007.
Expiration per period
in millions of euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
business- |
|
|
|
|
|
|
|
|
|
related |
|
|
credit-related |
|
|
|
|
|
|
guarantees |
|
|
guarantees |
|
|
total |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Total amounts committed |
|
|
432 |
|
|
|
45 |
|
|
|
477 |
|
Less than 1 year |
|
|
142 |
|
|
|
5 |
|
|
|
147 |
|
2-5 years |
|
|
95 |
|
|
|
16 |
|
|
|
111 |
|
After 5 years |
|
|
195 |
|
|
|
24 |
|
|
|
219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
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 reliably
estimatable.
Legal proceedings
The Company and certain of its (former) group companies are involved as a party in legal
proceedings, including regulatory and other governmental proceedings, relating to such matters as
competition issues, commercial transactions, product liability, participations and environmental
pollution. In respect of antitrust laws, the Company and certain of its (former) group companies
are involved in investigations by competition law authorities in several jurisdictions and are
engaged in litigation in this respect. Since the ultimate disposition of asserted claims and
proceedings and investigations cannot be predicted with certainty, an adverse outcome could have a
material adverse effect on the Companys consolidated financial position and consolidated results
of operations 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. The subsidiarys businesses which allegedly gave rise to these alleged
liabilities were completely sold in 1984 and the subsidiarys ongoing operations are not material
to its parent or the Company.
At December 31, 2007, there were 5,084 cases pending, representing 9,906 claimants (compared to
4,370 cases pending, representing 9,020 claimants, at December 31, 2006 and 3,984 cases pending,
representing 8,082 claimants, at December 31, 2005). Most of the claims are in cases involving a
number of defendants. During 2007, 1,656 cases, representing 2,413 claimants, were served against
the Companys
subsidiaries (1,140 cases, representing 2,930 claimants, were served in 2006 and 2,052 cases,
representing 3,283 claimants, were served in 2005). 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 with no payment. During 2007, 942 cases, representing 1,527 claimants, were settled
or dismissed (754 cases, representing 1,992 claimants, were settled in 2006 and 977 cases,
representing 1,229 claimants, were settled in 2005).
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. Commencing in the fourth
quarter of 2005 and continuing thereafter, plaintiffs counsel in this matter filed information
concerning the claimants and their alleged diseases with the Court. The claims have now been
severed into five cases: two cases with an aggregate of 282 malignant disease claims; two cases
with an aggregate of 223 nonmalignant disease claims with alleged impairment; and one case with
3,177 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
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.
An accrual for loss contingencies with respect to unasserted claims for asbestos product liability
was not established prior to 2006 since the Company, with the assistance of ARPC, a firm with
substantial experience in valuing and forecasting asbestos liabilities, concluded it could not
reliably estimate this liability in accordance with IAS 37 due to the subsidiarys historical
claims experience coupled with the uncertainties surrounding pending and ongoing asbestos
litigation and legislative reform efforts both at the federal and state levels.
During 2006, ARPC 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, ARPC 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 Study). As a result of the inherent uncertainties involved in long-term forecasts, the
Company concluded that it did not believe it could reliably forecast indemnity costs that might be
incurred for claims asserted after 2016.
The methodology used in the Study 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 resolved 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. |
234 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
in the last ten years |
|
|
According
to the Study, as of September 25, 2006, the estimated cost of disposing of pending and
estimated future 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
related to pending claims and approximately 81 percent related 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 was recorded in 2005).
During 2007, the subsidiary reviewed its accrual for loss contingencies for asbestos product
liability and concluded that the accrual continued to represent the subsidiarys liability for
pending and estimated future claims filed through 2016 in accordance with IAS 37. At December 31,
2007, the subsidiarys recorded accruals for loss contingencies for asbestos product liability
amounted to EUR 261 million (EUR 299 million at December 31, 2006) which is reflected in the
Companys consolidated balance sheet.
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. The Company intends to
continue to evaluate the subsidiarys asbestos-related loss exposure and the adequacy of its
reserves in order to identify trends that may become evident and to assess their impact on the
range of liability that is probable and reliably estimable.
The estimate of the subsidiarys liability for pending and unasserted potential claims does not
include future litigation and claim administration costs. During 2007, the subsidiary incurred
asbestos litigation and claim administration costs totaling EUR 15 million (EUR 12 million in 2006
and EUR 12 million in 2005).
The subsidiary does not have any significant assets other than amounts recoverable under insurance
policies that are shared with other Company subsidiaries. It is not expected that amounts
recoverable under such policies will be sufficient to settle the subsidiarys liability for
asbestos-related claims. During 2007, the subsidiary and its parent explored certain steps that
may result in a resolution of pending asbestos claims and claims that may be asserted in the
future, including the possibility of the subsidiary filing for bankruptcy. In this regard, the
subsidiary and its parent have held discussions with several constituencies regarding the terms of
a proposed reorganization that implements a channeling injunction under section 524 (g) of the
United States federal bankruptcy code. Generally, if such a reorganization was successful, a Trust
would be established to resolve asbestos related injury claims brought against the subsidiary, and
a channeling injunction would require that all such claims be presented to the Trust rather than
asserted in the court system. Channeling injunctions under section 524 (g) proceedings also
generally provide that claimants may not in the court system assert asbestos personal injury claims
against other parties which have contributed to the Trust and met other requirements.
As part of exploring a possible reorganization, the subsidiary and its parent engaged an
independent third party to serve as a putative representative of future claimants (the Futures
Representative) and discussed matters with him such as the value of asbestos-related claims
expected to be filed in the future, the funding of the Trust, asbestos claims review process and
distribution procedures. Additionally, similar discussions have been held with counsel representing
a majority of known asbestos claimants. Negotiations have been held with insurance carriers,
pursuant to which the carriers would potentially make contributions to the Trust in order to
benefit from the protection of the channeling injunction.
For the purpose of potential bankruptcy proceedings and the establishment of the section 524 (g)
Trust, outside counsel for the subsidiary engaged Timothy Wyant, Ph.D., an independent third party
expert, to project the value of asbestos-related claims pending as of July 1, 2007, as well as the
value of such claims that may be asserted
in the future. Mr. Wyant projected the value of such pending and estimated future claims through
the end of 2050 to range from USD 515.3 million to USD 660.2 million (EUR 350 million to EUR 448
million) on a discounted basis. The current position of counsel to the Futures Representative and
counsel representing a majority of known asbestos claimants is that the estimated liability for
present and future asbestos claims is materially higher than Mr. Wyants estimate.
In case a bankruptcy implementing a section 524 (g) injunction cannot be negotiated on reasonable
terms, the subsidiary and its parent are exploring other possibilities to resolve asbestos
liabilities, including other filings by the subsidiary under the United States federal bankruptcy
code in which payments have not been negotiated prior to filing. There is no assurance that any
form of bankruptcy petition will be filed by the subsidiary. If a bankruptcy implementing a section
524 (g) trust is filed, the amount of the Trust and the potential contribution to the Trust by the
subsidiarys parent is uncertain and cannot reliably be estimated at this time, but it may be
different from the amount of the Companys recorded accrual for loss contingencies. A bankruptcy
filing by the subsidiary would not include any other Company entity as a debtor.
The Company believes that it and its subsidiaries have a significant amount of insurance coverage
for asbestos product liability. In prior years, legal proceedings were commenced against certain
third-party insurance carriers which had provided various types of product liability coverage.
During 2007 and the last several years, 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 27 million in 2007 (EUR 34 million
was paid in 2006 and EUR 20 million was paid in 2005) for asbestos-related defense and indemnity
costs. At December 31, 2007, the subsidiarys recorded receivable from insurance carriers, for
which settlement agreements have been reached amounted to EUR 56.4 million (EUR 80 million at
December 31, 2006 and EUR 48 million at December 31, 2005) 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. At December 31, 2007, an additional EUR 10.6 million, for which a receivable has not
been recorded, is payable to the subsidiary on July 5, 2008, provided asbestos legislation in a
certain form is not passed by the US Congress by that date. The subsidiary has not recorded a
receivable from non-settling insurance carriers. The subsidiary continues to pursue its litigation
against non-settling insurance carriers and to hold settlement discussions with various insurance
carriers in 2008.
The subsidiarys recorded accrual for loss contingencies related to asbestos product liability is
based on an estimate of claims through 2016. 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, if insurance coverage is ultimately less than anticipated, or if a section 524 (g)
Trust is established or some other course of action is pursued to resolve asbestos liabilities, the
Companys consolidated financial position and results of operations could be materially affected.
MedQuist
The Company holds approximately 70% of the common stock in MedQuist. During 2007, MedQuist became
current in its financial filings with the U.S. Securities and Exchange Commission (SEC) for the
first time since the filing of its Form 10-Q for the third quarter of 2003.
Two putative class actions are pending against MedQuist arising from allegations of, among other
things, inappropriate billing by MedQuist for its transcription services. One putative class
action has been brought against MedQuist by current and former customers. The other putative
class action was filed on behalf of MedQuists medical transcriptionists.
In 2007, a shareholder putative class action that had been pending against MedQuist was settled,
with MedQuist agreeing to pay USD 7.75 million to settle all claims throughout the class period
against all defendants in the action. Neither MedQuist nor any of the individuals named in the
action admitted to liability or any wrongdoing in connection with the settlement.
The pending litigation matters are in various preliminary stages and are being defended by MedQuist. On the basis of current knowledge, the Company has concluded that potential future losses
cannot be reliably estimated. MedQuist also is the subject of ongoing investigations by the SEC
and the US. Department of Justice (DOJ) relating to its billing practices.
Philips Annual Report 2007 235
|
|
|
|
|
|
|
|
|
|
128 Group financial statements
|
188 |
IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
|
|
Notes to the IFRS financial statements |
|
|
|
|
|
|
|
During 2007, 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. This amount was
subsequently adjusted to USD 66.6 million. As of December 31, 2007, MedQuist has entered into
settlement agreements with certain customers to resolve concerns over certain billing related
issues, and paid or credited to their account an aggregate amount of USD 54 million. MedQuist has
made additional offers to certain other customers in the aggregate amount of USD 1.2 million. MedQuist has also established a program for certain other customers that involves the issuance of
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 9.2 million beyond the original cash payment program of USD 65.4
million. As of December 31, 2007, MedQuist has entered into agreements with certain customers who
have accepted the settlement credit offers with a total credit value of USD 4.4 million and have
extended additional credit offers with the credit value of USD 0.4 million.
As of December 31, 2007, the Company has a total accrual of EUR 9 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.
On November 2, 2007, the Company announced its intention to sell its approximate 70% interest in
MedQuist. The financial results attributable to the Companys interest in MedQuist have been
presented as discontinued operations. See note 38 for further
information on MedQuist.
LG.Philips LCD
On December 11, 2006, LG.Philips LCD, an equity-accounted investee in which Philips holds 19.9% 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. In addition, in February 2007, certain plaintiffs filed purported class
actions in a United States court against LG.Philips LCD and certain current and former employees
and directors of LG.Philips LCD damages based on alleged violations of U.S. federal securities
laws. No Philips group company is named as a defendant in these actions.
These matters remain in their initial stages and, on the basis of current knowledge, the Company
cannot determine whether a loss is probable with respect to these actions.
CRT Investigations
On November 21, 2007, the Company, announced that competition law authorities in several
jurisdictions have commenced investigations into possible anticompetitive activities in the
Cathode-Ray Tubes, or CRT industry. As one of the companies that formerly was active in the CRT
business, Philips is subject to a number of these ongoing investigations. The Company intends to
assist the regulatory authorities in these investigations.
Subsequent to the public announcement of these investigations, certain Philips group companies were
named as defendants in several class action antitrust complaints filed in the United States federal
courts. These actions allege anticompetitive conduct by manufacturers of CRTs and seek treble
damages on behalf of direct and indirect purchasers of CRTs and products incorporating CRTs. The
complaints assert claims under federal antitrust law, as well as various state antitrust and unfair
competition laws and may involve joint and several liability among the defendants.
These matters are in their initial stages and due to the considerable uncertainty associated with
these matters, on the basis of current knowledge, the Company has concluded that potential losses
cannot be reliably estimated with respect to these matters. An adverse final resolution of these
investigations and litigation could have a materially adverse effect on the Companys consolidated
financial position and results of operations.
63
Stockholders equity
Common shares
As of December 31, 2007, the issued share capital, consists of 1,142,826,763 common shares,
each share having a par value of EUR 0.20, which shares have been paid-in in full.
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 acquire)
preference shares to a third party. As of December 31, 2007, no preference shares have been issued.
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:
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Shares acquired |
|
|
4,385,298 |
|
|
|
27,326,969 |
|
Average market price |
|
EUR 27.16 |
|
|
EUR 29.65 |
|
Amount paid |
|
EUR 119 million |
|
|
EUR 810 million |
|
Shares delivered |
|
|
11,484,092 |
|
|
|
11,140,884 |
|
Average market price |
|
EUR 27.04 |
|
|
|
30.46 |
|
Amount received |
|
EUR 171 million |
|
|
EUR 199 million |
|
Total shares in treasury |
|
|
35,933,526 |
|
|
|
52,119,611 |
|
Total cost |
|
EUR 923 million |
|
|
EUR 1,393 million |
|
In order to reduce share capital, the following transactions took place in 2007:
|
|
|
|
|
Shares acquired |
|
|
25,813,898 |
|
Average market price |
|
EUR 31.78 |
|
Amount paid |
|
EUR 823 million |
|
Total shares in treasury |
|
|
25,813,898 |
|
Total cost |
|
EUR 823 million |
|
Net income and dividend
A dividend of EUR 0.70 per common share will be proposed to
the 2008 Annual General Meeting of Shareholders. An amount of
EUR 3,940 million is expected to be added to retained earnings.
236 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Limitations distribution of stockholders equity
Pursuant to Dutch law certain limitations exist relating to the distribution of stockholders
equity. As a further explanation it should be noted that, as of December 31, 2007, such limitations
relate to common stock (EUR 228 million; 2006: EUR 228 million) as well as to legal reserves
required by Dutch law included under revaluation reserves (EUR 133 million; 2006: EUR 167 million),
retained earnings (EUR 1,343 million; 2006: EUR 1,291 million) and other reserves excluding
currency translation losses (EUR 1,211 million; 2006: EUR 4,914 million), totaling EUR 2,915
million (2006: EUR 6,600 million).
The legal reserve required by Dutch law of EUR 1,343 million (2006: EUR 1,291 million) included
under retained earnings relates to investments in affiliated companies.
Other reserves are composed of cumulative translation losses of EUR 613 million (2006: EUR 235
million gain), unrealized gains on cash flow hedges of EUR 28 million (2006: EUR 8 million gain)
and unrealized gains on available-for-sale securities of EUR 1,183 million (2006: EUR 4,671 million
gain). Unrealized gains on available-for-sale securities mainly relate to the Companys interest in
TSMC. These unrealized gains were reduced as a result of a further reduction of our stake in TSMC
in 2007.
64
Cash from derivatives
The Company has no trading derivatives. A total of EUR 385 million cash was received with respect
to foreign exchange derivative contracts related to financing of subsidiaries (in 2006 receipt of
EUR 62 million and in 2005 payment of EUR 46 million). Cash flow from interest-related derivatives
is part of cash flow from operating activities. During 2007 there was a cash outflow in relation to
these derivatives of EUR 2 million (in 2006 EUR 1 million cash outflow).
65
Proceeds from other non-current financial assets
In 2007, the sale of TSMC shares, Nuance shares and JDS Uniphase shares generated cash at an
aggregate of EUR 4,002 million.
In 2006, there were no material proceeds from the sale of other non-current financial assets.
66
Assets received in lieu of cash from the sale of businesses
In 2007, the Company only received cash as consideration in connection with the sale of businesses.
During 2006 several ownership interests were received in connection with certain sale and transfer
transactions.
At the beginning of July 2006 Philips transferred its Optical Pick Up activities to Arima Devices
receiving a 12% interest in Arima Devices of EUR 8 million.
In June 2006, 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.
67
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Purchases of goods and services |
|
|
1,803 |
|
|
|
2,041 |
|
|
|
1,837 |
|
Sales of goods and services |
|
|
358 |
|
|
|
152 |
|
|
|
168 |
|
Receivables from related parties |
|
|
53 |
|
|
|
37 |
|
|
|
26 |
|
Payables to related parties |
|
|
298 |
|
|
|
271 |
|
|
|
289 |
|
For acquisitions and divestments see note 39.
For remuneration details of the members of the Board of Management and the Supervisory Board see
note 34.
68
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 |
|
|
December 31, 2007 |
|
|
|
carrying |
|
|
estimated |
|
|
carrying |
|
|
estimated |
|
|
|
amount |
|
|
fair value |
|
|
amount |
|
|
fair value |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
5,886 |
|
|
|
5,886 |
|
|
|
8,769 |
|
|
|
8,769 |
|
Accounts receivable -current |
|
|
4,732 |
|
|
|
4,732 |
|
|
|
4,670 |
|
|
|
4,670 |
|
Other non-current
financial assets excluding cost-method investments |
|
|
7,012 |
|
|
|
7,012 |
|
|
|
2,156 |
|
|
|
2,156 |
|
Accounts receivable -non-current |
|
|
206 |
|
|
|
205 |
|
|
|
78 |
|
|
|
78 |
|
Main listed investments in equity-accounted investees |
|
|
2,627 |
|
|
|
2,803 |
|
|
|
1,638 |
|
|
|
2,688 |
|
Derivative instruments -assets |
|
|
298 |
|
|
|
298 |
|
|
|
275 |
|
|
|
275 |
|
Trading securities |
|
|
192 |
|
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable |
|
|
(3,443 |
) |
|
|
(3,443 |
) |
|
|
(3,372 |
) |
|
|
(3,372 |
) |
Debt |
|
|
(3,878 |
) |
|
|
(4,018 |
) |
|
|
(3,563 |
) |
|
|
(3,646 |
) |
Derivative instruments -liabilities |
|
|
(101 |
) |
|
|
(101 |
) |
|
|
(144 |
) |
|
|
(144 |
) |
The following methods and assumptions were used to estimate the fair value of financial
instruments:
Cash and cash equivalents, accounts receivable current and accounts payable
The carrying amounts approximate fair value because of the short maturity of these instruments.
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, 2007,
accrued interest expenses were EUR 110 million. The accrued interest on bonds, which is the main
part of the accrual, was EUR 99 million (2006: EUR 100 million).
69
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 47, note 48 and note 54
respectively.
Currency fluctuations may impact Philips financial results.
Philips Annual Report 2007 237
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
Notes to the IFRS financial statements |
|
|
The Company is exposed to currency risk in the following areas:
|
|
Transaction exposures, such as forecasted sales and purchases, and on-balance-sheet receivables
or payables resulting from such transactions; |
|
|
|
Translation exposure of net income in foreign entities; |
|
|
|
Translation exposure of foreign-currency intercompany and external debt and deposits; |
|
|
|
Translation exposure of equity invested in consolidated foreign entities; and |
|
|
|
Exposure to equity interests in non-functional-currency equity-accounted-investees and
available-for-sale 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 and deposits of the Company is matched with the required
financing of subsidiaries either directly by external foreign currency loans and deposits, or by
using foreign exchange swaps. In certain cases where group companies have foreign currency debt or
liquid assets, these exposures are also hedged through the use of foreign exchange derivatives.
Philips does not currently hedge the foreign exchange exposure arising from equity-accounted
investees and available-for-sale investments.
The Company uses foreign exchange derivatives to manage its currency risk. The US dollar and pound
sterling account for a high percentage of the Companys foreign exchange derivatives.
The Company hedges certain commodity price risks using derivative instruments to minimize
significant, unanticipated earnings fluctuations cuased by commodity price volatility. The
commodity price derivatives that Philips enters into are normally 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 28 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 2008 at
the time when the related hedged transactions affect the income statement During 2007 a gain of EUR
4 million was recorded in the income statement as a result of ineffectiveness of transaction
hedges.
Changes in the fair value of hedges related to external and intercompany debt and deposits are
recognized within financial income and expenses in the income statement. The changes in the fair
value of these hedges related to foreign exchange movements are largely offset in the income
statement by changes in the fair value of the hedged items. The Company recorded a gain of EUR 23
million in other comprehensive income under currency translation differences as a result of net
investment hedges of investments in foreign subsidiaries during 2007.
Philips partially hedges the interest-rate risk inherent in external debt. As of year-end 2007, 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 347 million. Fair value hedge accounting is applied
to these interest rate swaps. There was no material ineffectiveness on these hedges during 2007.
Philips also has an embedded derivative within a convertible bond that was issued to Philips in
September 2005 by TPV Technology, the face value of the bond being EUR 143 million and the value of
the option at year-end EUR 47 million. Changes in the value of the embedded derivative are reported
in financial income and expense and during 2007 a total gain of EUR 12 million was recorded within
the income statement
Please refer to the section Treasury that begins on page 104 of this Annual Report, which is deemed
incorporated and repeated herein by reference.
70
Subsequent events
VISICU
On December 18, 2007, Philips announced a merger agreement with VISICU through which Philips is
offering to acquire the entire share capital of VISICU for USD 12.00 per share.
Based in Baltimore, USA, VISICU is a leader in clinical IT systems that enable critical care
medical staff to actively monitor patients in hospital intensive care units from remote locations.
Philips cash offer represents an enterprise value of approximately EUR 200 million (approximately
USD 300 million), when accounting for approximately USD 130 million in cash on VISICUs balance
sheet as of September 30, 2007. Closing of the merger is subject to the terms and conditions of the
merger agreement, the approval of VISICUs shareholders, and to customary regulatory clearance. The
transaction is expected to close at February 20, 2008.
Set-Top
Boxes and Connectivity Solutions
On December 19, 2007, Philips announced it has reached an
agreement in principle to sell its Set-Top Boxes (STB) and Connectivity Solutions (CS) activities,
currently part of its Home Networks business unit within the Consumer Electronics division, to Pace
Micro Technology (Pace), a UK-based technology provider.
Philips agreed in principle to divest the STB and CS activities to Pace in exchange for 70 million
Pace shares. The proposed transaction is subject to approvals from Pace shareholders, the relevant
regulatory authorities and Philips workers council. After its successful completion, Philips will
become a shareholder of some 23% of the combined business. The transaction is expected to close at
the end of the first quarter of 2008.
Share repurchase program
On December 19, 2007, the Company announced that it plans to repurchase EUR 5 billion worth of
common Philips shares within the next two years. Shares repurchased under this new program will be
subsequently cancelled subject to shareholder approval. In January 2008, the Company has
repurchased 22,311,016 common shares for approximately EUR 587 million under this program.
Respironics
On December 21, 2007, Philips and Respironics announced a definitive merger agreement pursuant to
which Philips would commence a tender offer to acquire all of the outstanding shares of Respironics
for USD 66 per share, or a total purchase price of approximately EUR 3.6 billion (USD 5.1 billion)
to be paid in cash upon completion.
Respironics, based in Murrysville, Pennsylvania, USA, is the leading provider of innovative
solutions for the global sleep therapy and respiratory markets. The transaction is expected to
close at the end of February 2008.
Genlyte
On January 22, 2008, Philips completed the purchase of all outstanding shares of Genlyte for a
total consideration of EUR 1,888 million (USD 2,747 million). This amount includes the purchase
price of 331,627 shares which were already acquired in ordinary brokerage transactions by Philips
from August 13, 2007 to August 23, 2007 (in total USD 23 million) and the payment with respect to
Genlytes option plan of USD 89 million. Additionally, in connection with the closing, Philips
provided a loan to Genlyte of approximately USD 101 million to pay off debt.
238 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
The preliminary condensed balance sheet of Genlyte determined in accordance with IFRS, immediately
before and after acquisition date:
|
|
|
|
|
|
|
|
|
|
|
before |
|
|
after |
|
|
|
acquisition |
|
|
acquisition |
|
Preliminary, unaudited |
|
date |
|
|
date |
|
Assets and liabilities |
|
|
|
|
|
|
|
|
Goodwill |
|
|
256 |
|
|
|
1,092 |
|
Other intangible assets |
|
|
102 |
|
|
|
762 |
|
Property, plant and equipment |
|
|
131 |
|
|
|
193 |
|
Working capital |
|
|
90 |
|
|
|
145 |
|
Current financial assets |
|
|
7 |
|
|
|
7 |
|
Deferred tax liabilities |
|
|
|
|
|
|
(291 |
) |
Other long-term liabilities and assets (net) |
|
|
(16 |
) |
|
|
(16 |
) |
Cash |
|
|
75 |
|
|
|
75 |
|
|
|
|
645 |
|
|
|
1,967 |
|
|
|
|
|
|
|
|
|
|
Financed by |
|
|
|
|
|
|
|
|
Group equity |
|
|
567 |
|
|
|
1,889 |
|
Loans |
|
|
78 |
|
|
|
78 |
|
|
|
|
645 |
|
|
|
1,967 |
|
The goodwill recognized is related mainly to the complementary technological expertise of Genlytes
workforce and the synergies expected to be achieved from integrating Genlyte into the Lighting
division.
Other intangible assets comprise:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
amortization |
|
|
|
|
|
|
|
period |
|
Preliminary, unaudited |
|
amount |
|
|
in years |
|
Core technology and developed technology/designs |
|
|
100 |
|
|
|
11 |
|
Group brands |
|
|
212 |
|
|
|
20 |
|
Product brands |
|
|
49 |
|
|
|
10 |
|
Customer relationship |
|
|
381 |
|
|
|
12 |
|
Order backlog |
|
|
6 |
|
|
|
0.5 |
|
In-process R&D |
|
|
14 |
|
|
|
12 |
|
|
|
|
762 |
|
|
|
|
|
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 2007 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 31,2007, 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 pages 194 to 239.
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 report 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, 2007, 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 report as set out on pages 188 to 193
is consistent with the consolidated financial statements as required by 2:391 sub 4 of the
Netherlands Civil Code.
Amstelveen, February 18, 2008
KPMG Accountants N.V.
MASoeting RA
Philips Annual Report 2007 239
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
2007 |
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
4,492 |
|
|
|
|
|
|
|
7,519 |
|
|
|
|
|
A |
|
Receivables |
|
|
14,642 |
|
|
|
|
|
|
|
17,149 |
|
|
|
|
|
|
|
Other current assets |
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,326 |
|
|
|
|
|
|
|
24,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
B |
|
Investments in affiliated companies |
|
|
17,098 |
|
|
|
|
|
|
|
15,641 |
|
|
|
|
|
C |
|
Other non-current financial assets |
|
|
7,526 |
|
|
|
|
|
|
|
2,735 |
|
|
|
|
|
|
|
Property, plant and equipment |
|
|
1 |
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,625 |
|
|
|
|
|
|
|
18,377 |
|
|
|
|
|
|
|
|
|
|
43,951 |
|
|
|
|
|
|
|
43,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D |
|
Other current liabilities |
|
|
665 |
|
|
|
|
|
|
|
482 |
|
|
|
|
|
E |
|
Short-term debt |
|
|
18,354 |
|
|
|
|
|
|
|
21,099 |
|
|
|
|
|
F |
|
Short-term provisions |
|
|
41 |
|
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19,060 |
|
|
|
|
|
|
|
21,586 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
G |
|
Long-term debt |
|
|
2,963 |
|
|
|
|
|
|
|
1,123 |
|
|
|
|
|
F |
|
Long-term provisions |
|
|
18 |
|
|
|
|
|
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,981 |
|
|
|
|
|
|
|
1,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H |
|
Stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preference shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares); |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued: none |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares, par value EUR 0.20 per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Authorized: 2,500,000,000 shares (2006: 2,500,000,000 shares); |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Issued and fully paid: 1,142,826,763 shares (2006: 1,142,826,763 shares) |
|
|
228 |
|
|
|
|
|
|
|
228 |
|
|
|
|
|
|
|
Capital in excess of par value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Legal reserve: revaluation1) |
|
|
4,846 |
|
|
|
|
|
|
|
1,344 |
|
|
|
|
|
|
|
Legal reserve: affiliated companies1) |
|
|
1,291 |
|
|
|
|
|
|
|
1,343 |
|
|
|
|
|
|
|
Legal reserve: currency translation differences1) |
|
|
235 |
|
|
|
|
|
|
|
(613 |
) |
|
|
|
|
|
|
Retained earnings |
|
|
11,569 |
|
|
|
|
|
|
|
15,546 |
|
|
|
|
|
|
|
Net income |
|
|
4,664 |
|
|
|
|
|
|
|
4,655 |
2) |
|
|
|
|
|
|
Treasury shares, at cost: 77,933,509 shares (2006: 35,933,526 shares) |
|
|
(923 |
) |
|
|
|
|
|
|
(2,216 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,910 |
|
|
|
|
|
|
|
20,287 |
|
|
|
|
|
|
|
|
|
|
43,951 |
|
|
|
|
|
|
|
43,045 |
|
|
|
|
1) |
|
To further improve the insight into the limitations of the distribution of
stockholders equity, the item Other reserves, which
was presented in the 2006 Annual Report, has now been added to the legal reserve items revaluation, affiliated companies and currency
translation differences |
|
2) |
|
Prepared before appropriation of results. Of the net income of 2007, EUR 715 million
is expected to be paid as dividend (based on the proposed dividend of EUR 0.70 per share), and EUR 3,940 million is expected to be added to retained earnings |
240 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Statements of income of Koninklijke Philips Electronics N.V. as for the years ended December 31
in millions of euros unless otherwise stated
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Income after taxes from affiliated companies |
|
|
231 |
|
|
|
781 |
|
Other income after taxes |
|
|
4,433 |
1) |
|
|
3,874 |
|
I Net income |
|
|
4,664 |
|
|
|
4,655 |
|
|
|
|
1) |
|
The gain on the sale of the majority stake in the Semiconductors division 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 |
|
|
|
|
|
|
|
|
|
|
legal reserves |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
total |
|
|
|
number of |
|
|
|
|
|
|
capital in |
|
|
|
|
|
|
|
|
|
|
currency |
|
|
|
|
|
|
|
|
|
|
treasury |
|
|
stock- |
|
|
|
shares in |
|
|
common |
|
|
excess of |
|
|
|
|
|
|
affiliated |
|
|
translation |
|
|
retained |
|
|
net |
|
|
shares at |
|
|
holders |
|
|
|
thousand |
|
|
stock |
|
|
Par value |
|
|
revaluation |
|
|
companies |
|
|
differences |
|
|
earnings |
|
|
income |
|
|
cost |
|
|
equity |
|
Balance as of
January 1, 2007 |
|
|
1,106,893 |
|
|
|
228 |
|
|
|
|
|
|
|
4,846 |
|
|
|
1,291 |
|
|
|
235 |
|
|
|
11,569 |
|
|
|
4,664 |
|
|
|
(923 |
) |
|
|
21,910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,655 |
|
|
|
|
|
|
|
4,655 |
|
Release revaluation reserve |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(34 |
) |
|
|
|
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(599 |
) |
|
|
52 |
|
|
|
(771 |
) |
|
|
3,953 |
|
|
|
(4,005 |
) |
|
|
|
|
|
|
(1,370 |
) |
Income tax on net current
period change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(13 |
) |
Reclassification into income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,866 |
) |
|
|
|
|
|
|
(67 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2,933 |
) |
Dividend paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(659 |
) |
|
|
|
|
|
|
(659 |
) |
Purchase of treasury stock |
|
|
(53,141 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,633 |
) |
|
|
(1,633 |
) |
Re-issuance of treasury stock |
|
|
11,141 |
|
|
|
|
|
|
|
(131 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
|
|
|
|
340 |
|
|
|
199 |
|
Share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
|
Income tax share-based
compensation plans |
|
|
|
|
|
|
|
|
|
|
27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27 |
|
Balance as of
December 31, 2007 |
|
|
1,064,893 |
|
|
|
228 |
|
|
|
|
|
|
|
1,344 |
|
|
|
1,343 |
|
|
|
(613 |
) |
|
|
15,546 |
|
|
|
4,655 |
|
|
|
(2,216 |
) |
|
|
20,287 |
|
Philips Annual Report 2007 241
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
- Introduction |
|
|
|
|
- Notes to the company |
|
|
|
|
financial statements |
Introduction
Statutory financial statements
The chapters IFRS financial statements and Company financial statements contain the statutory
financial statements of Koninklijke Philips Electronics N.V. (the
Company).
Accounting policies applied
The financial statements of the Company included in this chapter are prepared in accordance with
Part 9 of Book 2 of the Dutch Civil Code. Section 362 (8), Book 2, Dutch Civil Code, allows
companies that apply IFRS as adopted by the European Union in their consolidated financial
statements to use the same measurement principles in their company financial statements. The
Company has prepared these Company financial statements using this provision.
The accounting policies are described in the section Significant IFRS accounting policies that
begins on page 205 of this Annual Report.
Subsidiaries
are accounted for using the net equity value in these Company financial statements.
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 2:402 of the 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.
Additional information
For Additional information within the meaning of Section 2:392 of the Dutch Civil Code, please
refer to the Auditors report on page 239 of this Annual Report, the Auditors report on page 245
of this Annual Report, the section Proposed dividend to shareholders on page 60 of this Annual
Report, and note 70 for Subsequent events.
242 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Notes to the Company financial statements
all amounts in millions of euros unless otherwise stated
A
Receivables
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Trade accounts receivable |
|
|
138 |
|
|
|
169 |
|
Affiliated companies |
|
|
14,017 |
|
|
|
16,481 |
|
Other receivables |
|
|
14 |
|
|
|
97 |
|
Advances and prepaid expenses |
|
|
37 |
|
|
|
61 |
|
Deferred tax assets |
|
|
53 |
|
|
|
65 |
|
Income tax receivable |
|
|
2 |
|
|
|
|
|
Derivative instruments assets |
|
|
381 |
|
|
|
276 |
|
|
|
|
14,642 |
|
|
|
17,149 |
|
An amount of EUR 65 million included in receivables is due after one year (2006: EUR 33 million).
B
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 |
|
|
|
|
|
|
|
|
|
investments |
|
|
loans |
|
|
total |
|
Balance as of January 1, 2007 |
|
|
15,184 |
|
|
|
1,914 |
|
|
|
17,098 |
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
493 |
|
|
|
2,200 |
|
|
|
2,693 |
|
Sales/redemptions |
|
|
(1,034 |
) |
|
|
(1,417 |
) |
|
|
(2,451 |
) |
After-tax income from affiliated companies |
|
|
781 |
|
|
|
|
|
|
|
781 |
|
Dividends received |
|
|
(1,350 |
) |
|
|
|
|
|
|
(1,350 |
) |
Recapitalization |
|
|
1,398 |
|
|
|
(1,398 |
) |
|
|
|
|
Translation differences |
|
|
(837 |
) |
|
|
(293 |
) |
|
|
(1,130 |
) |
Balance as of December 31, 2007 |
|
|
14,635 |
|
|
|
1,006 |
|
|
|
15,641 |
|
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.
The item sales/redemptions mainly reflects the reduction of Philips equity investment in
LG.Philips LCD.
C
Other non-current financial assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
investments |
|
|
receivables |
|
|
total |
|
Balance as of January 1, 2007 |
|
|
7,514 |
|
|
|
12 |
|
|
|
7,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes: |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions/additions |
|
|
3 |
|
|
|
|
|
|
|
3 |
|
Sales/redemptions |
|
|
(4,180 |
) |
|
|
(7 |
) |
|
|
(4,187 |
) |
Value adjustments |
|
|
(607 |
) |
|
|
|
|
|
|
(607 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2007 |
|
|
2,730 |
|
|
|
5 |
|
|
|
2,735 |
|
Other non-current financial assets include available-for-sale securities and cost method
investments that generate income unrelated to the normal business operations.
The item sales/redemptions reflects the reduction of Philips interest in TSMC and the sale of its
stake in JDS Uniphase and Nuance.
D
Other current liabilities
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Income tax payable |
|
|
73 |
|
|
|
25 |
|
Other short-term liabilities |
|
|
88 |
|
|
|
85 |
|
Deferred income and accrued expenses |
|
|
314 |
|
|
|
227 |
|
Derivative instruments liabilities |
|
|
190 |
|
|
|
145 |
|
|
|
|
665 |
|
|
|
482 |
|
E
Short-term debt
Short-term debt includes the current portion of outstanding long-term debt of EUR 1,840 million
(2006: EUR 181 million) and debt to other Group companies totaling EUR 19,193 million (2006: EUR
18,058 million). Institutional financing amounts to EUR 66 million (2006: EUR 115 million).
F
Provisions
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
2007 |
|
Pensions |
|
|
6 |
|
|
|
5 |
|
Deferred tax liabilities |
|
|
|
|
|
|
37 |
|
Other |
|
|
53 |
|
|
|
12 |
|
Total provisions |
|
|
59 |
|
|
|
54 |
|
of which long-term |
|
|
18 |
|
|
|
49 |
|
of which short-term |
|
|
41 |
|
|
|
5 |
|
Philips Annual Report 2007 243
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
|
|
|
|
|
- Auditors report |
G
Long-term debt
Long-term debt and short-term-debt is uncollateralized.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
remaining |
|
|
amount |
|
|
|
(range of) |
|
|
average |
|
|
amount |
|
|
|
|
|
|
due after 1 |
|
|
due after 5 |
|
|
term |
|
|
out-standing |
|
|
|
interest rates |
|
|
interest rate |
|
|
outstanding |
|
|
due in 1 year |
|
|
year |
|
|
years |
|
|
(in years) |
|
|
2006 |
|
Eurobonds |
|
|
5.8-7.1 |
% |
|
|
6.0 |
% |
|
|
2,442 |
|
|
|
1,692 |
|
|
|
750 |
|
|
|
|
|
|
|
3.4 |
|
|
|
2,445 |
|
USD bonds |
|
|
7.1-7.8 |
% |
|
|
7.3 |
% |
|
|
357 |
|
|
|
|
|
|
|
357 |
|
|
|
357 |
|
|
|
14.4 |
|
|
|
307 |
|
USD putable bonds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
77 |
|
Convertible debentures |
|
|
0.8 |
% |
|
|
0.8 |
% |
|
|
103 |
|
|
|
103 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
136 |
|
Intercompany financing |
|
|
2.2-4.9 |
% |
|
|
4.3 |
% |
|
|
2,161 |
|
|
|
2,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,625 |
|
Other long-term debt |
|
|
3.8-12.3 |
% |
|
|
6.5 |
% |
|
|
61 |
|
|
|
45 |
|
|
|
16 |
|
|
|
|
|
|
|
2.3 |
|
|
|
179 |
|
|
|
|
|
|
|
|
|
|
|
|
5,124 |
|
|
|
4,001 |
|
|
|
1,123 |
|
|
|
357 |
|
|
|
|
|
|
|
4,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corresponding data previous year |
|
|
|
|
|
|
|
|
|
|
4,769 |
|
|
|
1,806 |
|
|
|
2,963 |
|
|
|
384 |
|
|
|
|
|
|
|
3,604 |
|
The following amounts of the long-term debt as of December 31, 2007, are due in the next five
years:
|
|
|
|
|
2008 |
|
|
4,001 |
|
2009 |
|
|
5 |
|
2010 |
|
|
8 |
|
2011 |
|
|
753 |
|
2012 |
|
|
|
|
|
|
|
4,767 |
|
Corresponding amount previous year |
|
|
4,385 |
|
Convertible debentures include Philips personnel debentures. For more information, please refer to
the related note 61.
H
Stockholders equity
Common shares
As of December 31, 2007, the issued share capital consists of 1,142,826,763 common shares, each
share having a par value of EUR 0.20, which shares have been paid-in in full.
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 acquire)
preference shares to a third party. As of December 31, 2007, no preference shares have been issued.
Option rights/restricted shares
The Company has granted stock options on its common shares and rights to receive common shares in
the future. Please refer to note 33, which is deemed incorporated and repeated herein by reference.
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. In order to reduce potential dilution effects, a total
of 53,140,867 shares were acquired during 2007 at an average market price of EUR 30.73 per share,
totaling EUR 1,633 million, and a total of 11,140,884 shares were delivered at an average exercise
price of EUR 17.86 totaling EUR 199 million. A total of 77,933,509 shares were held by the Company
at December 31,2007 (2006: 35,933,526 shares), acquired at an aggregate cost of EUR 2,216 million.
Net income and dividend
A dividend of EUR 0.70 per common share will be proposed to the 2008 Annual General Meeting of
Shareholders. An amount of EUR 3,940 million is expected to be added to retained earnings.
Legal reserves
As of December 31, 2007, the item Legal reserve revaluation, relates to unrealized gains on
available-for-sale securities of EUR 1,183 million (2006: EUR 4,671 million), changes in the fair
value of cash flow hedges of EUR 28 million (2006: EUR 8 million) and the revaluation of assets and
liabilities of acquired companies in the context of multi-stage acquisitions of EUR 133 million
(2006: EUR 167 million). Unrealized gains on available-for-sale securities declined mainly as a
result of the reduction of Philips interest in TSMC.
As of December 31, 2007, the item Legal reserve affiliated companies relates to investments in
affiliated companies (wettelijke reserve deelnemingen) of EUR 1,343 million (2006: EUR 1,291
million).
As of December 31, 2007, the item Legal reserve currency translation differences relates to a
cumulative currency translation loss of EUR 613 million (2006: profit of EUR 235 million).
Limitation
in the distribution of stockholders equity
Pursuant to Dutch law certain limitations
exist relating to the distribution of stockholders equity. As a further explanation it should be
noted that, as of December 31, 2007, such limitations relate to common stock of EUR 228 million
(2006: EUR 228 million) as well as to legal reserves included under revaluation of EUR 1,344
million (2006: EUR 4,846 million) and affiliated companies of EUR 1,343 million (2006: EUR 1,291
million), totaling EUR 2,915 million (2006: EUR 6,600 million).
It is noted that any gains relating to currency translation differences further reduce the
distributable stockholders equity (as of December 31, 2006 in the amount of EUR 235 million). By
their nature losses relating to currency translation differences (as of December 31, 2007 in the
amount of EUR 613 million) automatically reduce stockholders equity, and thereby distributable
amounts.
I
Net income
Net income in 2007 amounted to a profit of EUR 4,655 million (2006: a profit of EUR 4,664 million).
244 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
J
Employees
The number of persons employed by the Company at year-end 2007 was 13 (2006:10) and included the
members of the Board of Management and most members of the Group Management Committee.
For the remuneration of past and present members of both the Board of Management and the
Supervisory Board, please refer to note 34, which is deemed incorporated and repeated herein by
reference.
K
Obligations not appearing in the balance sheet
General guarantees as referred to in Section 403, Book 2, of the Dutch Civil Code, have been given
by the Company on behalf of several Group companies in the Netherlands. The liabilities of these
companies to third parties and equity-accounted investees totalled EUR 1,232 million as of year-end
2007 (2006: EUR 1,215 million). Guarantees totalling EUR 256 million (2006: EUR 262 million) have
also been given on behalf of other Group companies, and guarantees totalling EUR 44 million (2006:
EUR 32 million) on behalf of unconsolidated companies and third parties. For additional
information, please refer to note 62.
L
Subsequent events
For a description of subsequent events, please refer to note 70.
February 18, 2008
The Supervisory Board
The Board of Management
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 2007 which are part of the financial
statements 2007 of Koninklijke Philips Electronics N.V., Eindhoven, The Netherlands, which comprise
the balance sheet as at December 31, 2007, statement of income and the statement of changes in
equity for the year then ended, and the notes as set out on page 240 to 245.
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 report, both in accordance with Part
9 of Book 2 of the Dutch 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, 2007, and of its result for the
year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393 sub 5 part e of the Dutch Civil Code, we report, to
the extent of our competence, that the Management report as set out on page 188 to 193, is
consistent with the Company financial statements as required by 2:391 sub 4 of the Dutch Civil
Code.
Amstelveen, February 18, 2008
KPMG
Accountants N.V.
M.A Soeting RA
Philips Annual Report 2007 245
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Reconciliation of non-US GAAP information
all amounts based on US GAAP and in millions of euros unless otherwise stated
Explanation of 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 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, amortization & impairment on intangible assets (excluding software)
and write-off of in-process R&D.
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.
Net debt is defined as the sum of long- and short-term debt minus cash and cash equivalents. The
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.
246 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years
|
|
|
Composition of net debt to group equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Long-term debt |
|
|
3,320 |
|
|
|
3,006 |
|
|
|
1,212 |
|
Short-term debt |
|
|
1,167 |
|
|
|
863 |
|
|
|
2,345 |
|
Total debt |
|
|
4,487 |
|
|
|
3,869 |
|
|
|
3,557 |
|
Cash and cash equivalents |
|
|
(5,143 |
) |
|
|
(5,886 |
) |
|
|
(8,769 |
) |
Net debt (cash) (total debt less cash and cash equivalents) |
|
|
(656 |
) |
|
|
(2,017 |
) |
|
|
(5,212 |
) |
Minority interests |
|
|
58 |
|
|
|
40 |
|
|
|
42 |
|
Stockholders equity |
|
|
16,666 |
|
|
|
22,997 |
|
|
|
21,684 |
|
Group equity |
|
|
16,724 |
|
|
|
23,037 |
|
|
|
21,726 |
|
Net debt and group equity |
|
|
16,068 |
|
|
|
21,020 |
|
|
|
16,514 |
|
Net debt divided by net debt and group equity (in %) |
|
|
(4 |
) |
|
|
(10 |
) |
|
|
(32 |
) |
Group equity divided by net debt and group equity (in %) |
|
|
104 |
|
|
|
110 |
|
|
|
132 |
|
Sales growth composition
in%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comparable growth |
|
|
currency effects |
|
|
consolidation changes |
|
|
nominal growth |
|
2007 versus 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
3.6 |
|
|
|
(5.2 |
) |
|
|
1.9 |
|
|
|
0.3 |
|
DAP |
|
|
15.4 |
|
|
|
(3.1 |
) |
|
|
4.9 |
|
|
|
17.2 |
|
Consumer Electronics |
|
|
1.0 |
|
|
|
(2.2 |
) |
|
|
(0.8 |
) |
|
|
(2.0 |
) |
Lighting |
|
|
6.0 |
|
|
|
(3.1 |
) |
|
|
8.6 |
|
|
|
11.5 |
|
Innovation & Emerging Businesses |
|
|
32.2 |
|
|
|
(4.5 |
) |
|
|
(80.6 |
) |
|
|
(52.9 |
) |
Group Management & Services |
|
|
30.8 |
|
|
|
(2.3 |
) |
|
|
(10.5 |
) |
|
|
18.0 |
|
Philips Group |
|
|
4.9 |
|
|
|
(3.3 |
) |
|
|
(1.2 |
) |
|
|
0.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 versus 2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
8.3 |
|
|
|
(1.2 |
) |
|
|
0.1 |
|
|
|
7.2 |
|
DAP |
|
|
11.3 |
|
|
|
0.1 |
|
|
|
4.0 |
|
|
|
15.4 |
|
Consumer Electronics |
|
|
5.4 |
|
|
|
0.1 |
|
|
|
(4.0 |
) |
|
|
1.5 |
|
Lighting |
|
|
8.3 |
|
|
|
(0.3 |
) |
|
|
6.5 |
|
|
|
14.5 |
|
Innovation & Emerging Businesses |
|
|
(8.7 |
) |
|
|
(0.6 |
) |
|
|
(12.3 |
) |
|
|
(21.6 |
) |
Group Management & Services |
|
|
14.1 |
|
|
|
(0.5 |
) |
|
|
8.9 |
|
|
|
22.5 |
|
Philips Group |
|
|
6.4 |
|
|
|
(0.3 |
) |
|
|
(1.2 |
) |
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 versus 2004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medical Systems |
|
|
7.8 |
|
|
|
0.6 |
|
|
|
0.6 |
|
|
|
9.0 |
|
DAP |
|
|
5.9 |
|
|
|
1.4 |
|
|
|
|
|
|
|
7.3 |
|
Consumer Electronics |
|
|
4.7 |
|
|
|
1.6 |
|
|
|
(1.2 |
) |
|
|
5.1 |
|
Lighting |
|
|
4.0 |
|
|
|
1.1 |
|
|
|
0.4 |
|
|
|
5.5 |
|
Innovation & Emerging Businesses |
|
|
(3.9 |
) |
|
|
0.3 |
|
|
|
(7.4 |
) |
|
|
(11.0 |
) |
Group Management & Services |
|
|
(20.1 |
) |
|
|
0.2 |
|
|
|
(40.2 |
) |
|
|
(60.1 |
) |
Philips Group |
|
|
4.5 |
|
|
|
1.1 |
|
|
|
(1.7 |
) |
|
|
3.9 |
|
Philips Annual Report 2007 247
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Composition of cash flows before financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
2006 |
|
|
2007 |
|
Cash flows from operating activities |
|
|
1,147 |
|
|
|
330 |
|
|
|
1,519 |
|
Cash flows from investing activities |
|
|
1,694 |
|
|
|
(2,802 |
) |
|
|
3,930 |
|
Cash flows before financing activities |
|
|
2,841 |
|
|
|
(2,472 |
) |
|
|
5,449 |
|
EBITA to Income from operations or EBIT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips |
|
|
Medical |
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
|
Systems |
|
|
DAP |
|
|
Electronics |
|
|
Lighting |
|
|
I&EB |
|
|
GMS |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
2,065 |
|
|
|
875 |
|
|
|
523 |
|
|
|
325 |
|
|
|
722 |
|
|
|
(83 |
) |
|
|
(297 |
) |
Amortization of intangibles (excl. software) |
|
|
(200 |
) |
|
|
(120 |
) |
|
|
(13 |
) |
|
|
(3 |
) |
|
|
(46 |
) |
|
|
(18 |
) |
|
|
|
|
Write off of acquired in-process R&D |
|
|
(13 |
) |
|
|
(12 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
Income from operations (or EBIT) |
|
|
1,852 |
|
|
|
743 |
|
|
|
510 |
|
|
|
322 |
|
|
|
675 |
|
|
|
(101 |
) |
|
|
(297 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
1,386 |
|
|
|
861 |
|
|
|
378 |
|
|
|
314 |
|
|
|
608 |
|
|
|
(76 |
) |
|
|
(699 |
) |
Amortization of intangibles (excl. software) |
|
|
(152 |
) |
|
|
(94 |
) |
|
|
(8 |
) |
|
|
(1 |
) |
|
|
(31 |
) |
|
|
(18 |
) |
|
|
|
|
Write off of acquired in-process R&D |
|
|
(33 |
) |
|
|
(33 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations (or EBIT) |
|
|
1,201 |
|
|
|
734 |
|
|
|
370 |
|
|
|
313 |
|
|
|
577 |
|
|
|
(94 |
) |
|
|
(699 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITA |
|
|
1,652 |
|
|
|
768 |
|
|
|
328 |
|
|
|
405 |
|
|
|
508 |
|
|
|
(165 |
) |
|
|
(192 |
) |
Amortization of intangibles (excl. software) |
|
|
(88 |
) |
|
|
(80 |
) |
|
|
(4 |
) |
|
|
(1 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
|
Write off of acquired in-process R&D |
|
|
(6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6 |
) |
|
|
|
|
|
|
|
|
Income from operations (or EBIT) |
|
|
1,558 |
|
|
|
688 |
|
|
|
324 |
|
|
|
404 |
|
|
|
499 |
|
|
|
(165 |
) |
|
|
(192 |
) |
248 Philips Annual Report 2007
|
|
|
|
|
|
|
246 Reconciliation of
|
|
250 Corporate governance
|
|
258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
Net operating capital to total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Philips |
|
|
Medical |
|
|
|
|
|
|
Consumer |
|
|
|
|
|
|
|
|
|
|
|
|
Group |
|
|
Systems |
|
|
DAP |
|
|
Electronics |
|
|
Lighting |
|
|
I&EB |
|
|
GMS |
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
10,586 |
|
|
|
4,104 |
|
|
|
1,136 |
|
|
|
(246 |
) |
|
|
3,886 |
|
|
|
1,001 |
|
|
|
705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
7,799 |
|
|
|
1,632 |
|
|
|
567 |
|
|
|
2,494 |
|
|
|
1,053 |
|
|
|
284 |
|
|
|
1,769 |
|
- intercompany accounts |
|
|
|
|
|
|
29 |
|
|
|
23 |
|
|
|
56 |
|
|
|
48 |
|
|
|
(18 |
) |
|
|
(138 |
) |
- provisions1) |
|
|
2,417 |
|
|
|
216 |
|
|
|
53 |
|
|
|
230 |
|
|
|
137 |
|
|
|
31 |
|
|
|
1,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted investees |
|
|
1,886 |
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
9 |
|
|
|
111 |
|
|
|
1,714 |
|
- other non-current financial assets |
|
|
3,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,183 |
|
- deferred tax assets |
|
|
1,370 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,370 |
|
- liquid assets |
|
|
8,769 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,769 |
|
|
|
|
36,010 |
|
|
|
6,033 |
|
|
|
1,779 |
|
|
|
2,534 |
|
|
|
5,133 |
|
|
|
1,409 |
|
|
|
19,122 |
|
Discontinued operations |
|
|
333 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
8,518 |
|
|
|
4,125 |
|
|
|
1,138 |
|
|
|
(228 |
) |
|
|
2,527 |
|
|
|
748 |
|
|
|
208 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
8,130 |
|
|
|
1,663 |
|
|
|
550 |
|
|
|
2,389 |
|
|
|
989 |
|
|
|
462 |
|
|
|
2,077 |
|
- intercompany accounts |
|
|
|
|
|
|
32 |
|
|
|
25 |
|
|
|
61 |
|
|
|
50 |
|
|
|
(28 |
) |
|
|
(140 |
) |
- provisions2) |
|
|
2,684 |
|
|
|
229 |
|
|
|
55 |
|
|
|
285 |
|
|
|
146 |
|
|
|
79 |
|
|
|
1,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted
investees |
|
|
2,974 |
|
|
|
47 |
|
|
|
|
|
|
|
9 |
|
|
|
7 |
|
|
|
170 |
|
|
|
2,741 |
|
- other non-current financial assets |
|
|
8,055 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,055 |
|
- securities |
|
|
192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
192 |
|
- deferred tax assets |
|
|
1,627 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,627 |
|
- liquid assets |
|
|
5,886 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,886 |
|
|
|
|
38,066 |
|
|
|
6,096 |
|
|
|
1,768 |
|
|
|
2,516 |
|
|
|
3,719 |
|
|
|
1,431 |
|
|
|
22,536 |
|
Discontinued operations |
|
|
431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38,497 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
5,439 |
|
|
|
3,179 |
|
|
|
370 |
|
|
|
(296 |
) |
|
|
2,491 |
|
|
|
226 |
|
|
|
(531 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Eliminate liabilities comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- payables/liabilities |
|
|
8,433 |
|
|
|
1,648 |
|
|
|
456 |
|
|
|
2,540 |
|
|
|
956 |
|
|
|
568 |
|
|
|
2,265 |
|
- intercompany accounts |
|
|
|
|
|
|
34 |
|
|
|
13 |
|
|
|
64 |
|
|
|
42 |
|
|
|
(9 |
) |
|
|
(144 |
) |
- provisions3) |
|
|
2,347 |
|
|
|
261 |
|
|
|
57 |
|
|
|
335 |
|
|
|
134 |
|
|
|
124 |
|
|
|
1,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Include assets not comprised in NOC: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- investments in equity-accounted
investees |
|
|
5,338 |
|
|
|
38 |
|
|
|
|
|
|
|
14 |
|
|
|
20 |
|
|
|
161 |
|
|
|
5,105 |
|
- other non-current financial assets |
|
|
729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
729 |
|
- deferred tax assets |
|
|
1,992 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,992 |
|
- liquid assets |
|
|
5,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
5,143 |
|
|
|
|
29,421 |
|
|
|
5,160 |
|
|
|
896 |
|
|
|
2,657 |
|
|
|
3,643 |
|
|
|
1,070 |
|
|
|
15,995 |
|
Discontinued operations |
|
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4,484 |
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|
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33,905 |
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
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1) |
|
Provisions on balance sheet EUR 3,104 million excl. deferred tax liabilities EUR 687
million |
|
2) |
|
Provisions on balance sheet EUR 3,293 million excl. deferred tax liabilities EUR 609
million |
|
3) |
|
Provisions on balance sheet EUR 2,634 million excl. deferred tax liabilities EUR 287
million |
Philips Annual Report 2007 249
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
Corporate governance
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). This report also includes the information which the Company is
required to disclose pursuant to the Royal Decree Article 10 Takeover Directive. 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 seven).
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.
250 Philips Annual Report 2007
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246 Reconciliation of
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250 Corporate governance
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258 The Philips Group
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260 Investor information |
non-US GAAP information
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in the last ten years |
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Individual data on the members of the Board of Management are published in the chapter Our
Leadership that begins on page 112 of this Annual Report. The acceptance by a member of the Board
of Management of membership of the supervisory board 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 or participating interest of the 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 2007.
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
Within Philips, risk management forms an integral part of business management. The Board of
Management is responsible for managing the significant risks that the Company is facing and has
implemented a risk management and internal control system that 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 applicable laws and regulations and by
safeguarding the reliability of the financial reporting and its disclosures. The Board of
Management reports on and accounts for internal risk management and control systems to the
Supervisory Board and its Audit Committee. The Company has designed its internal control system in
accordance with the recommendations of the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
The Companys risk management approach is embedded in the periodic business planning and review
cycle and forms an integral part of business management. On the basis of risk assessments,
management determines the risks and appropriate risk responses related to the achievement of
business objectives and critical business processes. Risk factors and the risk management approach
as well as the sensitivity of the Companys results to external factors and variables are described
in more detail in the chapter Risk management of this Annual Report. Significant changes and
improvements in the Companys risk management and internal control system have been discussed with
the Supervisory Boards Audit Committee and the external auditor and are disclosed in that chapter
as well.
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. Internal representations received from management, regular management reviews,
reviews of the design and effectiveness of internal controls and reviews in corporate and
divisional 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 2007 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.
Philips Annual Report 2007 251
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
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 the Board of Management was adopted by the 2004 General Meeting
of Shareholders, and lastly amended by the 2007 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 that begins on page 116 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. Deviations on elements of the
remuneration policy in extraordinary circumstances, when deemed necessary in the interest of the
Company, will be disclosed in the Annual Report or, in case of an appointment, in good time prior
to the appointment of the person concerned.
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 2007, nor are outstanding as per December 31, 2007.
In 2003, Philips adopted a Long-Term Incentive Plan (LTIP or the Plan) consisting of a mix of
restricted shares rights 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 rights) 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 12 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 three groups: top 4, middle 4 and bottom 4. Based
on this relative TSR position, the Supervisory Board establishes a multiplier which varies from 1.2
to 0.8 and depends on the group 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 12 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.
252 Philips Annual Report 2007
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246 Reconciliation of
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250 Corporate governance
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258 The Philips Group
|
|
260 Investor information |
non-US GAAP information
|
|
|
|
in the last ten years |
|
|
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 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 eleven), 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 2007.
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
Philips Annual Report 2007 253
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
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.
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 2007, nor were any outstanding as per December 31, 2007.
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
254 Philips Annual Report 2007
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246 Reconciliation of
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250 Corporate governance
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258 The Philips Group
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260 Investor information |
non-US GAAP information
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in the last ten years |
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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 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, in general, 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, 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 2007 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 September 29, 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 29,2008. 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
Philips Annual Report 2007 255
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
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.
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.
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 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 ad hoc 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
256 Philips Annual Report 2007
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246 Reconciliation of
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250 Corporate governance
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258 The Philips Group
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260 Investor information |
non-US GAAP information
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in the last ten years |
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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 General Meeting of Shareholders has resolved to re-appoint KPMG
Accountants N.V. as auditor. Mr M.A. Soeting 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 2012. 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.I. 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, 2007, 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,
2007, approximately 88% 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 31,2007, approximately 12% of the total number of outstanding common
shares were represented by shares of New York Registry issued in the name of approximately 1,490
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:
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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); |
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recommendation IIl.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); |
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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 |
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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 18, 2008
Philips Annual Report 2007 257
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128 Group financial statements
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188 IFRS information
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240 Company financial statements |
The Philips Group in the last ten years
All amounts based on US GAAP and 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
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19981) |
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1999 |
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2000 |
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20012) |
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20022) 3) |
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20032) 3) 4) |
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20042) 3) 4) |
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20052) 3) 4) |
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20062) 3) 4) |
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20074) |
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Sales |
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30,459 |
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|
31,459 |
|
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|
37,862 |
|
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31,725 |
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|
26,788 |
|
|
|
23,614 |
|
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|
24,488 |
|
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25,445 |
|
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26,682 |
|
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26,793 |
|
Percentage increase over previous year |
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3 |
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3 |
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20 |
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(16 |
) |
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(2 |
) |
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(10 |
) |
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4 |
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4 |
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5 |
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|
Income (loss) from
continuing operations |
|
|
1,025 |
|
|
|
1,595 |
|
|
|
9,577 |
|
|
|
(2,331 |
) |
|
|
(2,863 |
) |
|
|
219 |
|
|
|
3,164 |
|
|
|
2,879 |
|
|
|
901 |
|
|
|
4,601 |
|
Discontinued
operations
1) 2) 3) 4) |
|
|
4,891 |
|
|
|
|
|
|
|
|
|
|
|
(144 |
) |
|
|
(343 |
) |
|
|
490 |
|
|
|
(328 |
) |
|
|
(11 |
) |
|
|
4,482 |
|
|
|
(433 |
) |
Cumulative effect of a change in accounting principle |
|
|
|
|
|
|
|
|
|
|
85 |
|
|
|
|
|
|
|
|
|
|
|
(14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
5,900 |
|
|
|
1,590 |
|
|
|
9,662 |
|
|
|
(2,475 |
) |
|
|
(3,206 |
) |
|
|
695 |
|
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Turnover rate of net operating capital |
|
|
2.95 |
|
|
|
3.20 |
|
|
|
3.12 |
|
|
|
2.15 |
|
|
|
3.07 |
|
|
|
4.48 |
|
|
|
5.27 |
|
|
|
4.92 |
|
|
|
3.09 |
|
|
|
2.59 |
|
Total employees at year-end (in thousands) |
|
|
234 |
|
|
|
227 |
|
|
|
219 |
|
|
|
189 |
5) |
|
|
170 |
5) |
|
|
164 |
5) |
|
|
162 |
5) |
|
|
159 |
5) |
|
|
122 |
5) |
|
|
124 |
5) |
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20012) |
|
|
20022) 3) |
|
|
20032) 3) 4) |
|
|
20042) 3) 4) |
|
|
20052) 3) 4) |
|
|
20062) 3) 4) |
|
|
20074) |
|
EBIT |
|
|
1,289 |
|
|
|
1,553 |
|
|
|
4,258 |
|
|
|
(1,251 |
) |
|
|
943 |
|
|
|
924 |
|
|
|
1,733 |
|
|
|
1,558 |
|
|
|
1,201 |
|
|
|
1,852 |
|
as a % of sales |
|
|
4.2 |
|
|
|
4.9 |
|
|
|
11.2 |
|
|
|
(3.9 |
) |
|
|
3.5 |
|
|
|
3.9 |
|
|
|
7.1 |
|
|
|
6.1 |
|
|
|
4.5 |
|
|
|
6.9 |
|
EBITA |
|
|
1,547 |
|
|
|
1,768 |
|
|
|
4,600 |
|
|
|
(810 |
) |
|
|
1,464 |
|
|
|
1,018 |
|
|
|
1,838 |
|
|
|
1,652 |
|
|
|
1,386 |
|
|
|
2,065 |
|
as a % of sales |
|
|
5.1 |
|
|
|
5.6 |
|
|
|
12.1 |
|
|
|
(2.6 |
) |
|
|
5.5 |
|
|
|
4.3 |
|
|
|
7.5 |
|
|
|
6.5 |
|
|
|
5.2 |
|
|
|
7.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
|
|
(162 |
) |
|
|
(208 |
) |
|
|
(563 |
) |
|
|
428 |
|
|
|
(133 |
) |
|
|
(38 |
) |
|
|
(227 |
) |
|
|
(526 |
) |
|
|
(167 |
) |
|
|
(622 |
) |
as a % of income before taxes |
|
|
(17 |
) |
|
|
(14 |
) |
|
|
(9 |
) |
|
|
20 |
|
|
|
(10 |
) |
|
|
(5.6 |
) |
|
|
(11.6 |
) |
|
|
(31.6 |
) |
|
|
(13.6 |
) |
|
|
(13.9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
(loss) from continuing operations 6) |
|
|
1,025 |
|
|
|
1,595 |
|
|
|
9,577 |
|
|
|
(2,331 |
) |
|
|
(2,863 |
) |
|
|
219 |
|
|
|
3,164 |
|
|
|
2,879 |
|
|
|
901 |
|
|
|
4,601 |
|
as a % of stockholders equity (ROE) |
|
|
9.7 |
|
|
|
10.9 |
|
|
|
48.5 |
|
|
|
(11.2 |
) |
|
|
(15.3 |
) |
|
|
1.7 |
|
|
|
22.7 |
|
|
|
18.4 |
|
|
|
4.3 |
|
|
|
21.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
|
5,900 |
|
|
|
1,590 |
|
|
|
9,662 |
|
|
|
(2,475 |
) |
|
|
(3,206 |
) |
|
|
695 |
|
|
|
2,836 |
|
|
|
2,868 |
|
|
|
5,383 |
|
|
|
4,168 |
|
|
|
|
1) |
|
Discontinued operations refect the effect of the sale of PolyGram N.V. in 1998. |
|
2) |
|
Discontinued operations from 2001 onwards refect the effect of the sale of MDS in
2006, for which previous years have been restated. |
|
3) |
|
Discontinued operations from 2002 onwards refect the effect of the sale of
Semiconductors in 2006, for which previous years have been restated. |
|
4) |
|
Discontinued operations from 2003 onwards refect the effect of classifying the
MedQuist business as a discontinued operation, for which previous years have been restated. |
|
5) |
|
Including discontinued operations. |
|
6) |
|
Before cumulative effect of a change in accounting principles. |
258 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Capital employed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
|
|
1999 |
|
|
2000 |
|
|
20012) |
|
|
20022) 3) |
|
|
20032) 3) 4) |
|
|
20042) 3) 4) |
|
|
20052) 3) 4) |
|
|
20062) 3) 4) |
|
|
20074) |
|
Cash and cash equivalents |
|
|
6,553 |
|
|
|
2,331 |
|
|
|
1,089 |
|
|
|
890 |
|
|
|
1,858 |
|
|
|
2,946 |
|
|
|
4,205 |
|
|
|
5,143 |
|
|
|
5,886 |
|
|
|
8,769 |
|
Receivables and other current assets |
|
|
5,442 |
|
|
|
6,453 |
|
|
|
6,806 |
|
|
|
6,540 |
|
|
|
4,906 |
|
|
|
4,437 |
|
|
|
5,028 |
|
|
|
5,436 |
|
|
|
5,990 |
|
|
|
5,690 |
|
Assets of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
426 |
|
|
|
7,381 |
|
|
|
6,838 |
|
|
|
4,661 |
|
|
|
4,484 |
|
|
|
431 |
|
|
|
333 |
|
Inventories |
|
|
4,017 |
|
|
|
4,268 |
|
|
|
5,279 |
|
|
|
4,240 |
|
|
|
2,817 |
|
|
|
2,468 |
|
|
|
2,500 |
|
|
|
2,797 |
|
|
|
2,880 |
|
|
|
3,203 |
|
Non-current financial assets/
equity-accounted investees |
|
|
2,871 |
|
|
|
7,400 |
|
|
|
11,306 |
|
|
|
11,033 |
|
|
|
4,995 |
|
|
|
4,096 |
|
|
|
6,235 |
|
|
|
6,067 |
|
|
|
11,029 |
|
|
|
5,069 |
|
Non-current receivables/assets |
|
|
1,920 |
|
|
|
2,326 |
|
|
|
2,713 |
|
|
|
3,080 |
|
|
|
2,823 |
|
|
|
2,782 |
|
|
|
3,035 |
|
|
|
3,438 |
|
|
|
3,661 |
|
|
|
3,810 |
|
Property, plant and equipment |
|
|
6,597 |
|
|
|
7,332 |
|
|
|
9,041 |
|
|
|
7,474 |
|
|
|
3,001 |
|
|
|
2,843 |
|
|
|
2,768 |
|
|
|
2,999 |
|
|
|
3,084 |
|
|
|
3,180 |
|
Intangible assets |
|
|
609 |
|
|
|
1,563 |
|
|
|
3,290 |
|
|
|
5,519 |
|
|
|
4,424 |
|
|
|
2,579 |
|
|
|
2,307 |
|
|
|
3,541 |
|
|
|
5,536 |
|
|
|
6,289 |
|
Total assets |
|
|
28,009 |
|
|
|
31,673 |
|
|
|
39,524 |
|
|
|
39,202 |
|
|
|
32,205 |
|
|
|
28,989 |
|
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
36,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures for the year |
|
|
1,634 |
|
|
|
1,662 |
|
|
|
3,170 |
|
|
|
2,069 |
|
|
|
720 |
|
|
|
663 |
|
|
|
661 |
|
|
|
637 |
|
|
|
696 |
|
|
|
661 |
|
Depreciation for the year |
|
|
1,615 |
|
|
|
1,548 |
|
|
|
1,789 |
|
|
|
1,908 |
|
|
|
795 |
|
|
|
641 |
|
|
|
635 |
|
|
|
542 |
|
|
|
554 |
|
|
|
562 |
|
Capital expenditures : depreciation |
|
|
1.0 |
|
|
|
1.1 |
|
|
|
1.8 |
|
|
|
1.1 |
|
|
|
0.9 |
|
|
|
1.0 |
|
|
|
1.0 |
|
|
|
1.2 |
|
|
|
1.3 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories as a % of sales |
|
|
13.2 |
|
|
|
13.6 |
|
|
|
13.9 |
|
|
|
13.4 |
|
|
|
10.7 |
|
|
|
10.5 |
|
|
|
10.2 |
|
|
|
11.0 |
|
|
|
10.8 |
|
|
|
12.0 |
|
Outstanding trade receivables, in
days sales |
|
|
36 |
|
|
|
39 |
|
|
|
42 |
|
|
|
42 |
|
|
|
36 |
|
|
|
43 |
|
|
|
41 |
|
|
|
44 |
|
|
|
45 |
|
|
|
44 |
|
Financial structure
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1998 |
|
|
1999 |
|
|
2000 |
|
|
20012) |
|
|
20022) 3) |
|
|
20032) 3) 4) |
|
|
20042) 3) 4) |
|
|
20052) 3) 4) |
|
|
20062) 3) 4) |
|
|
20074) |
|
Other liabilities |
|
|
6,751 |
|
|
|
8,262 |
|
|
|
8,764 |
|
|
|
8,047 |
|
|
|
6,854 |
|
|
|
6,292 |
|
|
|
7,142 |
|
|
|
8,433 |
|
|
|
8,129 |
|
|
|
7,799 |
|
Liabilities of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196 |
|
|
|
1,166 |
|
|
|
1,345 |
|
|
|
1,529 |
|
|
|
1,627 |
|
|
|
169 |
|
|
|
157 |
|
Debt |
|
|
3,587 |
|
|
|
3,314 |
|
|
|
4,027 |
|
|
|
7,866 |
|
|
|
7,109 |
|
|
|
5,876 |
|
|
|
4,513 |
|
|
|
4,487 |
|
|
|
3,869 |
|
|
|
3,557 |
|
Provisions |
|
|
2,973 |
|
|
|
3,056 |
|
|
|
3,557 |
|
|
|
3,731 |
|
|
|
2,978 |
|
|
|
2,646 |
|
|
|
2,636 |
|
|
|
2,634 |
|
|
|
3,293 |
|
|
|
3,104 |
|
Total provisions and liabilities |
|
|
13,311 |
|
|
|
14,632 |
|
|
|
16,348 |
|
|
|
19,840 |
|
|
|
18,107 |
|
|
|
16,159 |
|
|
|
15,820 |
|
|
|
17,181 |
|
|
|
15,460 |
|
|
|
14,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Minority interests |
|
|
242 |
|
|
|
333 |
|
|
|
469 |
|
|
|
202 |
|
|
|
179 |
|
|
|
67 |
|
|
|
59 |
|
|
|
58 |
|
|
|
40 |
|
|
|
42 |
|
Stockholders equity |
|
|
14,456 |
|
|
|
16,708 |
|
|
|
22,707 |
|
|
|
19,160 |
|
|
|
13,919 |
|
|
|
12,763 |
|
|
|
14,860 |
|
|
|
16,666 |
|
|
|
22,997 |
|
|
|
21,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity and liabilities |
|
|
28,009 |
|
|
|
31,673 |
|
|
|
39,524 |
|
|
|
39,202 |
|
|
|
32,205 |
|
|
|
28,989 |
|
|
|
30,739 |
|
|
|
33,905 |
|
|
|
38,497 |
|
|
|
36,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net debt : group equity ratio |
|
|
(25):125 |
|
|
|
5:95 |
|
|
|
11:89 |
|
|
|
26:74 |
|
|
|
27:73 |
|
|
|
19:81 |
|
|
|
2:98 |
|
|
|
(4):104 |
|
|
|
(10):110 |
|
|
|
(32):132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market capitalization at year-end |
|
|
20,631 |
|
|
|
44,942 |
|
|
|
50,098 |
|
|
|
42,532 |
|
|
|
21,309 |
|
|
|
29,648 |
|
|
|
25,003 |
|
|
|
31,536 |
|
|
|
31,624 |
|
|
|
31,436 |
|
Key figures per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19981) |
|
|
1999 |
|
|
2000 |
|
|
20012) |
|
|
20022) 3) |
|
|
20032) 3) 4) |
|
|
20042) 3) 4) |
|
|
20052) 3) 4) |
|
|
20062) 3)4) |
|
|
20074) |
|
Sales per common share |
|
|
21.15 |
|
|
|
22.83 |
|
|
|
28.84 |
|
|
|
24.82 |
|
|
|
21.01 |
|
|
|
18.49 |
|
|
|
19.13 |
|
|
|
20.36 |
|
|
|
22.71 |
|
|
|
25.16 |
|
Income (loss) from continuing operations per share |
|
|
0.71 |
|
|
|
1.16 |
|
|
|
7.29 |
|
|
|
(1.82 |
) |
|
|
(2.25 |
) |
|
|
0.17 |
|
|
|
2.47 |
|
|
|
2.30 |
|
|
|
0.77 |
|
|
|
4.24 |
|
Dividend paid per common share |
|
|
0.23 |
|
|
|
0.25 |
|
|
|
0.30 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.40 |
|
|
|
0.44 |
|
|
|
0.60 |
|
Total shareholder return per common share |
|
|
0.73 |
|
|
|
19.70 |
|
|
|
5.57 |
|
|
|
(5.28 |
) |
|
|
(16.32 |
) |
|
|
6.81 |
|
|
|
(3.28 |
) |
|
|
7.14 |
|
|
|
2.76 |
|
|
|
1.55 |
|
Stockholders equity per common share |
|
|
10.02 |
|
|
|
12.55 |
|
|
|
17.69 |
|
|
|
15.04 |
|
|
|
10.91 |
|
|
|
9.97 |
|
|
|
11.60 |
|
|
|
13.87 |
|
|
|
20.78 |
|
|
|
20.36 |
|
Price/earnings ratio |
|
|
20.09 |
|
|
|
29.16 |
|
|
|
5.35 |
|
|
|
(18.30 |
) |
|
|
(7.74 |
) |
|
|
134.99 |
|
|
|
7.89 |
|
|
|
11.40 |
|
|
|
37.22 |
|
|
|
6.97 |
|
Share price at year-end |
|
|
14.30 |
|
|
|
33.75 |
|
|
|
39.02 |
|
|
|
33.38 |
|
|
|
16.70 |
|
|
|
23.15 |
|
|
|
19.51 |
|
|
|
26.25 |
|
|
|
28.57 |
|
|
|
29.52 |
|
Highest share price during the year |
|
|
24.04 |
|
|
|
33.90 |
|
|
|
57.25 |
|
|
|
44.20 |
|
|
|
35.40 |
|
|
|
24.86 |
|
|
|
26.20 |
|
|
|
26.70 |
|
|
|
29.31 |
|
|
|
32.99 |
|
Lowest share price during the year |
|
|
9.37 |
|
|
|
14.66 |
|
|
|
31.21 |
|
|
|
18.03 |
|
|
|
13.25 |
|
|
|
12.65 |
|
|
|
17.89 |
|
|
|
18.53 |
|
|
|
21.89 |
|
|
|
26.71 |
|
Average share price |
|
|
17.06 |
|
|
|
22.77 |
|
|
|
46.37 |
|
|
|
31.66 |
|
|
|
25.58 |
|
|
|
18.79 |
|
|
|
21.45 |
|
|
|
21.59 |
|
|
|
26.57 |
|
|
|
29.73 |
|
Common shares outstanding at year-end |
|
|
1,443 |
|
|
|
1,332 |
|
|
|
1,284 |
|
|
|
1,274 |
|
|
|
1,276 |
|
|
|
1,281 |
|
|
|
1,282 |
|
|
|
1,201 |
|
|
|
1,107 |
|
|
|
1,065 |
|
Weighted average shares outstanding-basic |
|
|
1,440 |
|
|
|
1,378 |
|
|
|
1,313 |
|
|
|
1,278 |
|
|
|
1,275 |
|
|
|
1,277 |
|
|
|
1,280 |
|
|
|
1,250 |
|
|
|
1,175 |
|
|
|
1,086 |
|
Weighted average shares outstanding-diluted |
|
|
1,452 |
|
|
|
1,389 |
|
|
|
1,327 |
|
|
|
1,287 |
|
|
|
1,279 |
|
|
|
1,281 |
|
|
|
1,284 |
|
|
|
1,253 |
|
|
|
1,183 |
|
|
|
1,097 |
|
Philips Annual Report 2007 259
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Investor information
Proposed dividend to shareholders
Consistent with its policy Philips will submit a proposal to the 2008 Annual General Meeting of
Shareholders to declare a dividend of EUR 0.70 per common share, an increase for the fourth
consecutive year. Philips shares will be traded ex-dividend as of March 28, 2008. 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 1, 2008.
The dividend as proposed to the 2008 General Meeting of Shareholders will be payable as of April 7,
2008, 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 2, 2008. The dividend paid over the
last ten years is shown in the graph below.
|
|
|
|
|
|
|
|
|
ex-dividend date |
|
record date |
|
payment date |
Amsterdam shares
|
|
March 28, 2008
|
|
April 1, 2008
|
|
April 7, 2008 |
New York shares
|
|
March 28, 2008
|
|
April 1, 2008
|
|
April 7, 2008 |
260 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Dividend policy
Philips present dividend policy is based on an annual pay-out ratio of 40 to 50% of continuing net
income, which was revised in 2007 from an average annual pay-out ratio of 25 to 35%, and explained
at the 2007 General Meeting of Shareholders. This refects the fact that we are now becoming a
higher margin, more predictable company. Our aim is to further grow the dividend over time in a
sustainable way, in line with the performance of the company.
The measure is based on continuing net income, meaning recurring net income from continuing
operations, or net income excluding discontinued operations and material non-recurring items. For
2007, net income amounted to EUR 4,168 million, and income from discontinued operations amounted to
a loss of EUR 433 million. In 2007, material non-recurring items included the gain of EUR 3,041
million on the sale of shares in LG.Philips LCD and TSMC.
Market capitalization
Philips market capitalization was EUR 31.4 billion at year-end 2007. The highest closing
price for Philips shares in 2007 was EUR 32.99 on July 12, 2007 and the lowest was EUR 26.71
on November 21, 2007, both in Amsterdam.
In 2005, 2006 and 2007, Philips completed several share repurchase programs, which reduced the
shares outstanding by 17% from 1,282 million to 1,065 million shares. The shares repurchased for
cancellation amounted to EUR 2,780 million in 2006 and EUR 820 million in 2007.
Philips Annual Report 2007 261
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
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
New York Stock Exchange
Share price development in Amsterdam, 2007
in euros
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan |
|
|
Feb |
|
|
Mar |
|
|
Apr |
|
|
May |
|
|
Jun |
|
|
Jul |
|
|
Aug |
|
|
Sep |
|
|
Oct |
|
|
Nov |
|
|
Dec |
|
High |
|
|
30.06 |
|
|
|
30.08 |
|
|
|
29.40 |
|
|
|
31.22 |
|
|
|
31.60 |
|
|
|
31.78 |
|
|
|
32.99 |
|
|
|
29.20 |
|
|
|
31.65 |
|
|
|
32.15 |
|
|
|
29.95 |
|
|
|
30.71 |
|
Average |
|
|
29.10 |
|
|
|
29.51 |
|
|
|
28.25 |
|
|
|
30.06 |
|
|
|
30.33 |
|
|
|
31.21 |
|
|
|
31.68 |
|
|
|
28.36 |
|
|
|
30.28 |
|
|
|
30.08 |
|
|
|
28.63 |
|
|
|
29.49 |
|
Low |
|
|
28.01 |
|
|
|
27.77 |
|
|
|
26.90 |
|
|
|
28.50 |
|
|
|
29.77 |
|
|
|
30.47 |
|
|
|
29.41 |
|
|
|
27.11 |
|
|
|
28.37 |
|
|
|
28.29 |
|
|
|
26.71 |
|
|
|
28.15 |
|
Share price development in New York, 2007
in USD
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jan |
|
|
Feb |
|
|
Mar |
|
|
Apr |
|
|
May |
|
|
Jun |
|
|
Jul |
|
|
Aug |
|
|
Sep |
|
|
Oct |
|
|
Nov |
|
|
Dec |
|
High |
|
|
39.15 |
|
|
|
39.38 |
|
|
|
39.30 |
|
|
|
42.37 |
|
|
|
42.42 |
|
|
|
42.53 |
|
|
|
45.87 |
|
|
|
40.43 |
|
|
|
44.94 |
|
|
|
45.41 |
|
|
|
43.84 |
|
|
|
44.15 |
|
Average |
|
|
37.80 |
|
|
|
38.59 |
|
|
|
37.44 |
|
|
|
40.58 |
|
|
|
40.97 |
|
|
|
41.79 |
|
|
|
43.32 |
|
|
|
38.65 |
|
|
|
42.35 |
|
|
|
42.76 |
|
|
|
41.98 |
|
|
|
42.86 |
|
Low |
|
|
36.46 |
|
|
|
36.72 |
|
|
|
35.36 |
|
|
|
38.05 |
|
|
|
40.00 |
|
|
|
40.43 |
|
|
|
39.81 |
|
|
|
36.69 |
|
|
|
39.13 |
|
|
|
40.55 |
|
|
|
39.49 |
|
|
|
41.43 |
|
262 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
Performance in relation to market indices
Relative performance of the Philips share on the New York Stock Exchange (PHG) is measured against
the Dow Jones index. Due to foreign exchange developments, the Philips share experienced a better
price development on the NYSE than on the Euronext.
The graph shows our share price development compared to an index of the peer group that is also
used for our TSR performance.
|
|
|
* |
|
TSR peer group: Electrolux, Emerson, GE, Hitachi, Honeywell, Johnson & Johnson,
Matsushita, Schneider, Siemens, Toshiba and 3M. |
Philips Annual Report 2007 263
|
|
|
|
|
128 Group financial statements
|
|
188 IFRS information
|
|
240 Company financial statements |
Share capital structure
In 2007, Philips issued share capital remained the same during the year at a level of
1,142,826,763 common shares. The basic shares outstanding were reduced from 1,107 million per end
of December 2006 to 1,065 million shares by the end of 2007. As of December 31, 2007, the shares
held in treasury amount to 77.9 million shares, of which 52.1 million shares are held by Philips to
cover long-term incentive and employee stock purchase plans. The share repurchase program via the
second trading line reduced outstanding shares by 25.8 million. No person or group is known to
Philips to be the owner of more than 5% of the common shares.
On January 18, 2008, Philips started the procedure for the cancellation of Philips shares acquired
or to be acquired pursuant to the share repurchase programs for capital reduction purposes
initiated in January 2007 and January 2008. The number of shares to be cancelled shall be
determined by the Board of Management but shall not exceed 114,282,676 shares. Pursuant to the
relevant statutory provisions, cancellation may not be effected earlier than March 18, 2008.
Share repurchase programs for capital reduction purposes
Between January 2005 and December 2007 Philips has reduced its outstanding shares by more than 15%
for capital reduction purposes. In the first half of 2005 Philips bought back EUR 500 million and
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, Philips announced the expansion of 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 was to be executed via a program using a second trading line on Euronext Amsterdam and
started on January 22, 2007. Through this second trading line EUR 0.8 billion worth of shares were
purchased in 2007.
In December 2007, the Dutch parliament adopted an amendment to Dutch tax legislation, effective
January 1, 2008, that increased the amount that companies may spend on repurchasing shares free of
withholding tax. Subsequently, Philips announced that it plans to repurchase EUR 5 billion worth of
common Philips shares. Philips expects that this program will be largely completed by the end of
2008. As a consequence of this new share repurchase program, which includes the portion of the
second trading line program that has yet to be completed, Philips has terminated its second trading
line.
On the Investor Relations website you can find the details of the current and previous share
repurchase programs. For more information see the section Other information that begins on page 58
of this Annual Report.
Financial calendar
Annual General Meeting of Shareholders
|
|
|
Record date Annual General Meeting of Shareholders
|
|
March 5, 2008 |
Annual General Meeting of Shareholders
|
|
March 27, 2008 |
|
|
|
Quarterly reports 2008 |
|
|
First quarterly report 2008
|
|
April 14, 2008 |
Second quarterly report 2008
|
|
July 14, 2008 |
Third quarterly report 2008
|
|
October 13, 2008 |
Fourth quarterly report 2008
|
|
January 26, 20091) |
|
|
|
Sector analysts days 2008 |
|
|
Analyst day 1
|
|
May 16, 20081) |
Analyst day 2
|
|
September 23, 20081) |
Analyst day 3
|
|
December 4, 20081) |
|
|
|
2009 |
|
|
Publication of 2008 results
|
|
January 26, 20091) |
Publication of the Annual Report 2008
|
|
February 23, 20091) |
Annual General Meeting of Shareholders
|
|
March 26, 20091) |
|
|
|
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 Channel a
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.
264 Philips Annual Report 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
246
|
|
Reconciliation of
|
|
|
250 |
|
|
Corporate governance
|
|
|
258 |
|
|
The Philips Group
|
|
|
260 |
|
|
Investor information |
|
|
non-US GAAP information
|
|
|
|
|
|
|
|
|
|
|
|
in the last ten years |
|
|
|
|
|
|
For the Annual General Meeting of Shareholders on March 27, 2008, a record date (being March 5,
2008) will apply: those persons who on March 5, 2008, 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.
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 2007 free of charge from:
Royal Philips Electronics
Annual Report Office
Breitner Center, HBT 11-15
P.O. Box 77900, 1070 MX Amsterdam, Netherlands
Telephone: +31-20-59 77500
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 2007 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: 1-781-575-4555 (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
this 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 provides existing shareholders and interested investors with 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
Telephone: 1-877-248-4237 (1-877-CITI-ADR)
Monday through Friday 8:30 AM EST through 6:00 PM EST
Internet address: www.citibank.com/adr, or by writing to:
Citibank Shareholder Service
International Direct Investment Program
P.O. Box 2502, Jersey City, NJ 07303-2502
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, as well
as to receive feedback from our shareholders. More information on the activities of Investor
Relations can be found in the chapter Corporate governance of this Annual Report.
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 (till end of May 2008)
Senior Vice-President Investor Relations
Telephone: +31-20-59 77222
Stewart McCrone (as of April 1, 2008)
Senior Vice President Investor Relations
Telephone: +31-20-59 77222
Raymond Schras
Manager Investor Relations
Telephone: +31-20-59 77447
Philips Annual Report 2007 265
Vision 2010 positions Philips as a market-driven company with an organizational structure that
reflects the needs of its customer base.
As of January 1, 2008, our activities are organized on the basis of the following sectors:
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Healthcare
Imaging Systems
Clinical Care Systems
Healthcare Informatics
Home Healthcare Solutions
Customer Services |
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Lighting
Lamps
Professional Luminaires
Consumer Luminaires
Lighting Electronics
Automotive and Special Lighting Applications
Solid-State Lighting Components & Modules
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Consumer Lifestyle
Connected Displays
Shaving & Beauty
Video & Multimedia Applications
Domestic Appliances
Audio & Media Applications
Health & Wellness
Peripherals & Accessories |
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Innovation & Emerging Businesses
Research
Intellectual Property & Standards
Applied Technologies
Healthcare, Lifestyle & Technology Incubators Design |
This report is printed on Magno Satin manufactured at Sappi Fine Paper Mills which are ISO
9001:2000 and ISO 14001 certified and EMAS registered. The pulp used for Magno is bleached chlorine
free. The pulp is made from timber that is sourced from sustainably managed forests. Sappi Fine
Paper Europe (SFPE) has a Group Chain of Custody Certification for its entire European operations
under both the Forest Stewardship Council (FSC) and the Programme for the Endorsement of Forest
Certification Systems (PEFC) schemes.
Philips extends tender offer period to acquire Respironics
Monday, February 04, 2008
Amsterdam, The Netherlands and Murrysville, Pennsylvania Royal Philips Electronics (NYSE:PHG,
AEX:PHI) (Philips) and Respironics, Inc. (Nasdaq:RESP) (Respironics) today announced that
Philips indirect wholly owned subsidiary Moonlight Merger Sub, Inc. (Philips Merger Sub) is
extending the expiration date for its previously announced tender offer until 12:00 midnight, New
York City time, on
February 22, 2008 for all outstanding shares of common stock of Respironics for
$66.00 per Respironics share, without interest and subject to any applicable withholding of taxes.
On January 3, 2008, Philips Merger Sub commenced the tender offer for the Respironics shares in
accordance with the Agreement and Plan of Merger, dated as of December 20, 2007, by and among
Respironics, Philips Holding USA Inc. and Philips Merger Sub, which was amended to provide for the
above described extension. The offer is being extended because, as of 12:00 midnight, New York City
time, on February 1, 2008, not all conditions to the offer had been satisfied or waived by Philips
Merger Sub, including the approval under Council Regulation (EC) No. 139/2004 of the European
Community, as amended (the EC Merger Regulation). The formal notification and application for
approval of the offer and the merger under the EC Merger Regulation was filed on January 30, 2008.
As of 12:00 midnight, New York City time, on February 1, 2008, Philips Merger Sub had received a
preliminary number of tenders representing approximately 60 million of the outstanding Respironics
shares, which represented approximately 77 percent of the outstanding Respironics shares (on a
fully diluted basis).
Investors and stockholders of Respironics are urged to read the Tender Offer Statement on Schedule
TO (containing the offer to purchase, a letter of transmittal and related materials) relating to
the tender offer that has been filed with the Securities and Exchange Commission (the SEC)
because it contains important information, including the various terms of, and conditions to, the
tender offer. Investors and stockholders of Respironics may obtain these and other documents
regarding the tender offer, the merger and the related transactions filed by Philips Merger Sub and
Respironics for free from the SECs website at www.sec.gov.
Georgeson Inc. is the Information Agent for the tender offer and any questions or requests for
assistance or free copies of the offer to purchase and the letter of transmittal may be directed to
it at 199 Water Street, 26th Floor, New York, NY 10038 or by telephone toll-free at (800) 491-3017
or at (212) 440-9800 (bankers and brokers only). Deutsche Bank is the Dealer Manager for the tender
offer and can be reached at 60 Wall Street, New York, NY 10005 or by telephone toll-free at (877)
221-7676.
This release is for informational purposes only and is not an offer to purchase or a solicitation
of an offer to sell Respironics shares, nor is it an offer to purchase or a solicitation of an
offer to sell any securities. The tender offer is made solely by means of the offer to purchase.
For further information, please contact:
Arent Jan Hesselink
Philips Corporate Communications
Tel: +31 20 59 77415
Email: arentjan.hesselink@philips.com
Andre Manning
Philips Healthcare
Tel: +1 646 508 4545
Email: andre.manning@philips.com
Dan Bevevino
Vice President & CFO, Respironics
Tel: +1 724 387 5235
Maryellen Bizzack
Director, Marketing & Communications, Respironics
Tel: +1 724 387 5006
About Royal Philips Electronics
Royal Philips Electronics of the Netherlands (NYSE: PHG, AEX: PHI) is a global leader in
healthcare, lighting and consumer lifestyle, delivering people-centric, innovative products,
services and solutions through the brand promise of sense and simplicity. Headquartered in the
Netherlands, Philips employs approximately 123,800 employees in more than 60 countries worldwide.
With sales of EUR 27 billion in 2007, the company is a market leader in medical diagnostic imaging
and patient monitoring systems, energy efficient lighting solutions, as well as lifestyle solutions
for personal wellbeing. News from Philips is located at www.philips.com/newscenter.
About Respironics
Respironics is a leading developer, manufacturer and distributor of innovative products and
programs that serve the global sleep and respiratory markets. Focusing on emerging market needs,
the Company is committed to providing valued solutions to help improve outcomes for patients,
clinicians and healthcare providers. Respironics markets its products in 141 countries and employs
over 5,300 associates worldwide. Further information can be found on the Companys Web site:
www.respironics.com.
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, including without limitation completion of the tender offer
and merger and any expected benefits of the merger. Completion of the tender offer and merger are
subject to conditions, including satisfaction of a minimum tender condition and the need for
regulatory approvals, and there can be no assurance that those conditions can be satisfied or that
the transactions described in this press release will completed. 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. Any forward-looking statements in this announcement are based upon
information known to Philips on the date of this announcement. Philips undertakes no obligation to
publicly update or revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Mr. Jan-Michiel Hessels to succeed Mr. Wim de Kleuver as Supervisory Board Chairman of Royal
Philips
Monday, February 18, 2008
Amsterdam, The Netherlands Royal Philips Electronics (AEX: PHI, NYSE: PHG) today announced that
its Supervisory Board has agreed to appoint Mr. Jan-Michiel Hessels as Chairman of the Supervisory
Board of Philips, effective upon the closing of the 2008 General Meeting of Shareholders.
Mr. Hessels will succeed Mr. Wim de Kleuver, who has served as Chairman since 2005, and who has
expressed his wish to relinquish his position. Mr. Hessels has been a member of Philips
Supervisory Board since 1999, and is currently the Chairman of the Audit Committee of the
Supervisory Board.
The Philips Supervisory Board has also decided to appoint Mr. Ewald Kist as the new Chairman of the
Audit Committee in the Supervisory Board, and to include Supervisory Board Member Heino von
Prondzynski in the Audit Committee effective upon the closing of the 2008 General Meeting of
Shareholders.
I would like to express my sincere gratitude to Mr. De Kleuver, who has guided the Philips
Supervisory Board of Philips for the last three years, Philips President and Chief Executive
Officer Gerard Kleisterlee said. This significant contribution ends a full decade of membership of
the Philips Supervisory Board for Mr. De Kleuver, which followed an impressive career in top
management positions in our company.
Mr. De Kleuver joined the Philips Supervisory Board in 1998, and was appointed Chairman in 2005.
Before that, Mr. De Kleuver was appointed a member of Group Management Committee in 1987, and
became a member of the Philips Board of Management in 1996.
Mr. Hessels is a former Chief Executive Officer of Royal Vendex KBB and is the current Chairman of
the Board of NYSE Euronext, in addition to holding several additional Board positions.
The Supervisory Board of Philips will propose to the 2008 Annual General Meeting of Shareholders to
re-appoint current members Mr. Karel van Miert and Mr. Ewald Kist for a new four-year term. If
approved, these re-appointments would become effective upon the closing of the 2008 General Meeting
of Shareholders.
Additional information on the composition of the Supervisory Board and on Philips full-year
results, which were first presented January 21, 2008, is included in Philips 2007 Annual Report
that was published today.
Click here to view the Annual Report 2007.
Click here to view the agenda and explanatory notes of the AGM as well as all documents relating to
the AGM.
Philips 2008 Annual General Meeting of Shareholders will be held at the Hotel Okura in Amsterdam
on March 27, 2008, beginning at 14:00 hours CET.
For further information, please contact:
Arent Jan Hesselink
Philips Corporate Communications
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, lighting and consumer lifestyle, delivering people-centric, innovative products,
services and solutions through the brand promise of sense and simplicity. Headquartered in the
Netherlands, Philips employs approximately 123,800 employees in more than 60 countries worldwide.
With sales of EUR 27 billion in 2007, the company is a market leader in medical diagnostic imaging
and patient monitoring systems, energy efficient lighting solutions, as well as lifestyle solutions
for personal wellbeing. 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.