e20vf
As filed with the Securities and Exchange Commission on February 20, 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F
(Mark one)
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o |
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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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þ |
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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o |
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 001-05146-01
KONINKLIJKE PHILIPS ELECTRONICS N.V.
(Exact name of Registrant as specified in 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 office)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered |
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Common Shares - par value
Euro (EUR) 0.20 per share
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Common Shares - par value Euro (EUR) 0.20 per share
(Title of class)
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual
report:
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Class
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Outstanding at December 31, 2006 |
Koninklijke Philips Electronics N.V. |
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Common Shares par value EUR 0.20 per share
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1,106,893,237 shares |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
þ Yes o No
If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to
section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes þ No
Note-Checking the box above will not relieve any registrant required
to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
þ Yes o No
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule
12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o |
Indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17 þ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes þ No
In this report amounts are expressed in euros (euros or EUR) or in US dollars (dollars,
US $ or $).
Introduction
Specific portions of Philips Annual Report 2006 to Shareholders (the 2006 Annual Report)
are incorporated by reference in this report on Form 20-F to the extent noted herein. Philips 2006
Annual Report (except as noted below) is attached hereto as Exhibit 15(b) and is furnished to the
Securities and Exchange Commission for information only. The 2006 Annual
Report is not filed except for such specific portions that are expressly incorporated by reference in this Report
on Form 20-F. Furthermore, the International Financial Reporting Standards (IFRS) financial
statements and related notes on pages 172 through 217 of the 2006
Annual Report, and the
unconsolidated Company financial statements, including the Notes thereto, also prepared on the
basis of IFRS, on pages 218 through 223 of the 2006 Annual Report, have been omitted
from the version of such Report being furnished as an exhibit to this Report on Form 20-F. The IFRS
financial statements and Company statements have been omitted because Philips primary consolidated
accounts are prepared in accordance with accounting principles generally accepted in the United
States and Philips is not required to include in this Report on Form 20-F the IFRS financial
statements and Company statements.
In presenting and discussing the Philips Groups financial position, operating results and cash
flows, management uses certain non-US GAAP financial measures such as: comparable growth; earnings
before interest, tax and amortization; net operating capital; net debt 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 measure and should be used in conjunction with the most
directly comparable US GAAP measure(s). Unless otherwise indicated in this document, a discussion
of the non-US GAAP measures included in this document and a reconciliation of such measures to the
most directly comparable US GAAP measure(s) is contained on page 224 and 225 under the heading
Reconciliation of non- US GAAP information in the 2006
Annual Report and is incorporated herein by
reference.
Forward-looking statements
Pursuant to provisions of the United States Private Securities Litigation Reform Act of 1995,
Philips is providing the following cautionary statement. This document, including the portions of
the Philips 2006 Annual Report to Shareholders incorporated hereby, 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, among other statements, certain statements in Item 4 Information on the Company
with regard to management objectives, market trends, market standing, product volumes and business
risks, the statements in Item 8 Financial Information relating to legal proceedings, the
statements in Item 5 Operating and Financial Review and Prospects with regard to Managements
current expectations for the short term under the heading Outlook and with regard to trends in
results of operations, margins, overall market trends, risk management, exchange rates and
statements in Item 11 Quantitative and Qualitative Disclosures about Market Risks relating to
risk caused by derivative positions, interest rate fluctuations and other financial exposure are
forward-looking in nature. Forward-looking statements can be identified generally as those
containing words such as anticipates, assumes, believes, estimates, expects, should,
will, will likely result, forecast, outlook, projects or similar expressions. By their
nature, forward-looking statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those expressed or implied by these
forward-looking statements. These factors include, but are not limited to, levels of consumer and
business spending in major economies, changes in consumer tastes and preferences, changes in law,
the performance of the financial markets, pension costs, the levels of marketing and promotional
expenditures by Philips and its competitors, raw materials and employee costs, changes in exchange
and interest rates (in particular changes in the euro and the US dollar), changes in tax rates and
future business combinations, acquisitions or dispositions and the rate of technological changes,
political and military developments in countries where Philips operates, and industry
consolidation. See also Item 3 Key information Risk factors. Market share estimates contained
in this report are based on outside sources such as specialized research institutes, industry and
dealer panels, in combination with management estimates. Where full-year information regarding 2006
is not yet available to Philips, those statements may also be based on estimates and projections
prepared by outside sources or management. Rankings are based on, and references to leading and
other measures of market performance refer to, sales unless otherwise indicated.
3
Item 1. Identity of directors, senior management and advisors
Not applicable.
Item 2. Offer statistics and expected timetable
Not applicable.
Item 3. Key information
Selected consolidated financial data
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Selected financial data for the years ended December 31, |
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20021) |
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20031) |
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20041) |
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20051) |
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2006 |
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2006 (a) |
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in millions, except per share data and ratio data |
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EUR |
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EUR |
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EUR |
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EUR |
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EUR |
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US $ |
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Income statement data: |
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Sales |
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26,788 |
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24,049 |
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24,855 |
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25,775 |
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26,976 |
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35,537 |
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Income from
Operations2 |
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943 |
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830 |
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1,156 |
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1,472 |
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1,183 |
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1,558 |
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Financial income and expenses-net |
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(2,227 |
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(244 |
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216 |
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108 |
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34 |
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45 |
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Income (loss) from continuing operations and
before cumulative effect of a change in
accounting principles |
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(2,863 |
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100 |
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2,584 |
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2,831 |
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919 |
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1,211 |
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Income (loss) from Discontinued operations |
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(343 |
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609 |
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252 |
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37 |
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4,464 |
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5,881 |
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Cumulative effect of a change in accounting
principles, net of tax |
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(14 |
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Net income (loss) |
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(3,206 |
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695 |
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2,836 |
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2,868 |
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5,383 |
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7,091 |
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Weighted average number of common shares
outstanding (in thousands) |
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1,274,950 |
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1,277,174 |
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1,280,251 |
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1,249,956 |
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1,174,925 |
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Basic earnings per Common Share: |
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Income from continuing operations |
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(2.25 |
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0.08 |
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2.02 |
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2.26 |
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0.78 |
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1.03 |
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Net income (loss) |
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(2.51 |
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0.54 |
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2.22 |
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2.29 |
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4.58 |
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6.03 |
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Weighted average number of common shares
outstanding on a diluted basis (in thousands) |
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1,279,002 |
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1,281,227 |
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1,283,716 |
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1,253,330 |
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1,182,784 |
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Diluted earnings per Common Share: (b) |
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Income from continuing operations |
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(2.25 |
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0.08 |
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2.01 |
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2.26 |
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0.78 |
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1.03 |
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Net income (loss) |
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(2.51 |
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0.54 |
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2.21 |
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2.29 |
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4.55 |
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5.99 |
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Balance sheet data: |
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Total assets |
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32,205 |
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28,989 |
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30,739 |
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33,905 |
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38,497 |
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50,714 |
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Short-term debt |
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617 |
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1,684 |
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961 |
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1,167 |
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863 |
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1,137 |
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Long-term debt |
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6,492 |
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4,193 |
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3,552 |
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3,320 |
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3,006 |
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3,960 |
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Short-term provisions (c) |
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1,206 |
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885 |
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731 |
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807 |
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876 |
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1,154 |
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Long-term provisions (c) |
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1,772 |
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1,805 |
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1,942 |
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1,903 |
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2,449 |
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3,226 |
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Minority interests |
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179 |
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175 |
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159 |
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159 |
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131 |
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173 |
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Stockholders equity |
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13,919 |
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12,763 |
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14,860 |
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16,666 |
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22,997 |
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30,295 |
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Capital stock |
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263 |
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263 |
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263 |
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263 |
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228 |
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300 |
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Cash flow data: |
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Net cash provided by operating activities |
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1,485 |
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1,485 |
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1,435 |
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1,141 |
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342 |
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451 |
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Net cash (used for) provided by investing activities |
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313 |
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(221 |
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1,322 |
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1,687 |
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(2,811 |
) |
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(3,703 |
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Net cash used for financing
Activities |
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(897 |
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(1,355 |
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(2,145 |
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(2,589 |
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(3,715 |
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(4,894 |
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Cash provided by (used for) continuing
Operations |
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901 |
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(91 |
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612 |
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239 |
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(6,184 |
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(8,146 |
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1) |
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Restated to present the Semiconductors division as a discontinued operation. |
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2 |
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In our discussion in Item 5 and elsewhere we
also refer to Income from Operations as Earnings before Interest and Tax. |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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Key Ratios: |
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Earnings before interest and tax
as a % of sales |
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3.5 |
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3.5 |
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4.7 |
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5.7 |
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4.4 |
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Turnover rate of net operating capital |
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3.07 |
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3.67 |
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4.56 |
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4.71 |
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3.35 |
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Inventories as a % of sales |
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10.7 |
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10.3 |
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10.1 |
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10.9 |
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10.7 |
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Outstanding trade receivables (in months sales) |
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1.3 |
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1.3 |
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1.3 |
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1.4 |
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1.5 |
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Net income (loss) as a % of stockholders equity |
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(19.2 |
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5.4 |
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20.3 |
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18.3 |
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25.4 |
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Income from continuing operations as a % of
shareholders equity (ROE) |
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(15.3 |
) |
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1.0 |
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18.5 |
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18.1 |
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4.4 |
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Ratio net debt : group equity |
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27:73 |
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18:82 |
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1:99 |
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(5):105 |
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(10):110 |
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Definitions: |
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Turnover rate of net
operating capital
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:
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sales divided by average net operating capital (calculated on the quarterly balance sheet positions) |
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Net operating capital*
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:
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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 unconsolidated
companies, and after deduction of (e) provisions excluding deferred tax liabilities, (f) accounts
and notes payable, (g) accrued liabilities and (h) current/non-current liabilities. |
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Philips believes that an understanding of the Philips groups financial condition is enhanced by
the disclosure of net operating capital, as this figure is used by Philips management to evaluate
the capital efficiency of the Philips group and its operating segments. Net operating capital is
computed as follows: |
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2002 |
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2003 |
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2004 |
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2005 |
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2006 |
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Intangible assets |
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4,424 |
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3,401 |
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2,524 |
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3,775 |
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5,735 |
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Property, plant and
equipment |
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3,001 |
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2,872 |
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2,792 |
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3,019 |
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3,099 |
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Remaining assets* |
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9,049 |
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7,995 |
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8,839 |
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9,770 |
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10,762 |
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Provisions** |
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(2,894 |
) |
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(2,534 |
) |
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(2,445 |
) |
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(2,385 |
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(2,697 |
) |
Other liabilities*** |
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(6,855 |
) |
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(6,339 |
) |
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(7,186 |
) |
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(8,498 |
) |
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(8,175 |
) |
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Net operating capital |
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6,725 |
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5,395 |
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4,524 |
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5,679 |
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8,724 |
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* |
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Remaining assets includes all other current and
non-current assets on the balance sheet, except for intangible assets and
property, plant and equipment and excludes deferred tax assets, cash and
cash equivalents and securities |
|
** |
|
Excluding deferred tax liabilities |
|
*** |
|
Other liabilities includes other current and
non-current liabilities on the balance sheet, except for short-term and
long-term debt |
|
|
|
|
|
ROE
|
|
:
|
|
income from continuing operations as a % of average stockholders equity |
Net debt*
|
|
:
|
|
long-term and short-term debt net of cash and cash equivalents |
Group equity
|
|
:
|
|
stockholders equity and minority interests |
Net debt: group
equity ratio*
|
|
:
|
|
the % distribution of net debt over group equity plus net debt |
|
|
|
* |
|
See pages 224 and 225 of the 2006 Annual Report incorporated herein by reference for a
reconciliation of non-US GAAP measures to the most directly comparable US GAAP measure(s) and
page 30 of the 2006 Annual Report incorporated herein by reference for a discussion of non-US
GAAP measures. |
|
(a) |
|
For the convenience of the reader, the euro amounts have been converted into US dollars at
the exchange rate used for balance sheet purposes at December 31, 2006 (US $1 = EUR 0.7591). |
|
(b) |
|
See Note 8 of Notes to the Consolidated Financial Statements on page 143 of the 2006 Annual
Report incorporated herein by reference for a discussion of net income (loss) per common share
on a diluted basis. |
5
|
|
|
(c) |
|
Includes provision for pensions, severance payments, restructurings, Asbestos related claims
and taxes among other items; see Note 19 of Notes to the Consolidated Financial Statements
on page 147 of the 2006 Annual Report incorporated herein by reference. |
Cash
dividends and distributions paid per Common Share
The following table sets forth in euros the gross dividends and cash distributions paid on the
Common Shares in the financial years indicated (from prior-year profit distribution) and such
amounts as converted into US dollars and paid to holders of Shares of New York registry:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
|
2006 |
|
In EUR |
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.36 |
|
|
|
0.40 |
|
|
|
0.44 |
|
In US
$ |
|
|
0.32 |
|
|
|
0.38 |
|
|
|
0.44 |
|
|
|
0.51 |
|
|
|
0.54 |
|
A proposal will be submitted to the 2007 Annual General Meeting of Shareholders to declare a
dividend of EUR 0.60 per Common Share, which dependent on the amount of shares purchased in the
current share repurchase program, we currently estimate a dividend of approximately EUR 630
million. In 2006, a dividend was paid of EUR 0.44 per common share (EUR 523 million) in respect of
the financial year 2005.
Pursuant to article 33 of the Articles of Association of Royal Philips Electronics, and with the
approval of the Supervisory Board, the remainder of the income for the financial year 2006 has been
retained by way of reserve. The balance sheet in the consolidated financial statements presented in
the 2006 Annual Report for the period ended and as at December 31, 2006 in accordance with IFRS, is
before the dividend which is subject to shareholder approval after year-end.
The dollar equivalent of this cash distribution to be paid to shareholders in the year 2007 will be
calculated at the euro/dollar rate of the official Amsterdam daily fixing rate (transfer rate) on
the date fixed and announced for that purpose by the Company, expected to be April 4, 2007. The
dollar equivalents of the prior year profit distributions paid to shareholders have been calculated
at the euro/dollar rate of the official Amsterdam daily fixing rate (transfer rate) on the date
fixed and announced for that purpose by the Company.
Exchange rates US $ : EUR
The following two tables set forth, for the periods and dates indicated, certain information
concerning the exchange rate for US dollars into euros based on the Noon Buying Rate in New York
City for cable transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the Noon Buying Rate).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
calendar period |
|
EUR per US $1 |
|
|
|
period end |
|
|
average (1) |
|
|
high |
|
|
low |
|
2001 |
|
|
1.1235 |
|
|
|
1.1234 |
|
|
|
1.1947 |
|
|
|
1.0488 |
|
2002 |
|
|
0.9537 |
|
|
|
1.0573 |
|
|
|
1.1636 |
|
|
|
0.9537 |
|
2003 |
|
|
0.7938 |
|
|
|
0.8782 |
|
|
|
0.9652 |
|
|
|
0.7938 |
|
2004 |
|
|
0.7387 |
|
|
|
0.8014 |
|
|
|
0.8474 |
|
|
|
0.7339 |
|
2005 |
|
|
0.8445 |
|
|
|
0.8046 |
|
|
|
0.8571 |
|
|
|
0.7421 |
|
2006 |
|
|
0.7577 |
|
|
|
0.7906 |
|
|
|
0.8432 |
|
|
|
0.7504 |
|
2007 (through January) |
|
|
0.7693 |
|
|
|
0.7697 |
|
|
|
0.7750 |
|
|
|
0.7527 |
|
|
|
|
(1) |
|
The average of the Noon Buying Rates on the last day of each month during the period. |
|
|
|
|
|
|
|
|
|
|
|
|
highest |
|
|
lowest |
|
|
|
rate |
|
|
rate |
|
August 2006 |
|
|
0.7852 |
|
|
|
0.7744 |
|
September 2006 |
|
|
0.7906 |
|
|
|
0.7792 |
|
October 2006 |
|
|
0.7999 |
|
|
|
0.7829 |
|
November 2006 |
|
|
0.7871 |
|
|
|
0.7541 |
|
December 2006 |
|
|
0.7649 |
|
|
|
0.7504 |
|
January 2007 |
|
|
0.7750 |
|
|
|
0.7527 |
|
Philips publishes its financial statements in euros while a substantial portion of its net assets,
earnings and sales are denominated in other currencies. Philips conducts its business in more than
50 different currencies.
6
Unless otherwise stated, for the convenience of the reader the translations of euros into dollars
appearing in this report have been made based on the closing rate on December 31, 2006 (US $1 = EUR
0.7591). This rate is not materially different from the Noon Buying Rate on such date (US $1 = EUR
0.7577).
The following table sets out the exchange rate for US dollars into euros applicable for translation
of Philips financial statements for the periods specified.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EUR per US $1 |
|
|
|
period end |
|
|
average (a) |
|
|
high |
|
|
low |
|
2001 |
|
|
1.1326 |
|
|
|
1.1215 |
|
|
|
1.1632 |
|
|
|
1.0828 |
|
2002 |
|
|
0.9543 |
|
|
|
1.0579 |
|
|
|
1.1497 |
|
|
|
0.9543 |
|
2003 |
|
|
0.7943 |
|
|
|
0.8854 |
|
|
|
0.9543 |
|
|
|
0.7943 |
|
2004 |
|
|
0.7350 |
|
|
|
0.8050 |
|
|
|
0.8465 |
|
|
|
0.7350 |
|
2005 |
|
|
0.8435 |
|
|
|
0.8053 |
|
|
|
0.8491 |
|
|
|
0.7613 |
|
2006 |
|
|
0.7591 |
|
|
|
0.7935 |
|
|
|
0.8375 |
|
|
|
0.7579 |
|
|
|
|
(a) |
|
The average rates are the accumulated average rates based on daily quotations. |
Risk factors
The information on risk factors required by this Item is incorporated by reference herein from
pages 86 through 99 under the heading Risk Management and note 36 on pages 170 and 171 of the
2006 Annual Report.
It describes some of the risks that could affect Philips businesses. The risk factors and the
cautionary statements contained in the section entitled Introduction on page 4 should be
considered in connection with any forward-looking statements contained in Philips Annual Report on
Form 20-F. Forward-looking statements can be identified generally as those containing words such as
anticipates, assumes, believes, estimates, expects, should, will, will likely
result, forecast, outlook, projects or similar expressions. From time to time, Philips may
also provide oral or written forward-looking statements in other materials Philips releases to the
public. The cautionary statements contained in Introduction are deemed to apply to these
statements.
The risks described are not the only ones that Philips faces. Some risks are not yet known to
Philips and certain risks that Philips does not currently believe to be material could later turn
out to be material. All of these risks could materially affect Philips business, its revenues,
operating income, net income, net assets and liquidity and capital resources.
7
Item 4. Information on the Company
The structure of the Philips group
The information on page 23 under the heading Our structure and businesses, pages 39 and 40
under the heading Discontinued Operations, page 44 in the paragraph on capital expenditure under
the heading Cash flow before Financing activities, page 50 under the heading Acquisitions and
under the heading Cash flow from Investing Activities in item 5 and pages 226 through 233 under
the heading Corporate Governance of the Philips Group of the 2006 Annual Report is incorporated
herein by reference. The registered office of Royal Philips Electronics is Groenewoudseweg 1, 5621
BA Eindhoven, The Netherlands. Our phone number is +31 20 5977777.
Business Overview
The information on page 23 under the heading Our structure and businesses of the 2006 Annual
Report is incorporated herein by reference. The description of industry terms contained in Exhibit
15(c) to this Report on Form 20-F is also incorporated herein by reference.
Product sectors and principal products
The information on pages 30 through 43 under the heading Management Discussion and Analysis
and pages 54 through 85 of the 2006 Annual Report is incorporated herein by reference.
Research and Development, Patents and Licenses
The information on pages 78 through 81 under the heading Corporate Technologies of the 2006
Annual Report is incorporated herein by reference.
8
Organizational structure
The information concerning Philips significant subsidiaries in Exhibit 8 to this Annual
Report on Form 20-F is incorporated herein by reference.
Property, plant and equipment
Philips owns and leases manufacturing facilities, research facilities, warehouses and office
facilities in numerous countries over the world.
Philips has approximately 130 production sites in 26 countries. Philips believes that its plants
are well maintained and, in conjunction with its capital expenditures for new property, plant and
equipment, are generally adequate to meet its needs for the foreseeable future. For the net book
value of its property, plant and equipment and developments therein, reference is made to note 15
Property, plant and equipment on page 145 of the 2006 Annual Report incorporated herein by
reference. The geographic allocation of assets employed as shown in the section entitled
Information by sectors and main countries on pages 121 through 123 of the 2006 Annual Report and
incorporated herein by reference, is generally indicative of the location of manufacturing
facilities. The headquarters in Amsterdam are leased. The information as shown in note 26, entitled
Contractual Obligations on page 157 of the 2006 Annual Report, partly related to the rental of
buildings, is incorporated herein by reference.
For environmental issues affecting the Companys properties, reference is made to note 27 on pages
157 and 158 of the 2006 Annual Report incorporated herein by reference.
Capital expenditures in progress are generally expected to be financed through internally generated
cash flows. For a description of the geographic spread of capital expenditures, reference is made
to the section Information by sectors and main countries
on pages 121 through 123 of the 2006 Annual
Report incorporated herein by reference.
For a description of the Companys principal acquisitions and divestitures, reference is made to
note 2 on pages 131 through 135 of the 2006 Annual Report incorporated herein by reference.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and financial review and prospects
Note that we use Earnings before Interest and Tax and Income from Operations as equivalents.
The operating and financial review of 2006 compared to 2005 on pages 30 through 53 under the
heading Management Discussion and Analysis of the 2006 Annual Report is incorporated herein by
reference.
Operating results
The information on pages 30 through 53 of the 2006 Annual Report (Management Discussion and
Analysis), and Note 36, entitled Other financial instruments, derivatives and currency risk on
pages 170 through 171 of the 2006 Annual Report is incorporated herein by reference.
The year 2005
|
|
Sales amounted to EUR 25,775 million, an increase of 4% compared with 2004 on both a nominal and comparable basis |
|
|
Earnings before interest and tax amounted to EUR 1,472 million, compared with EUR 1,156 million in 2004 |
|
|
Net income amounted to EUR 2,868 million, including EUR 1,778 million from the sale of financial holdings (TSMC,
LG.Philips LCD, NAVTEQ, Atos Origin, Great Nordic) |
|
|
Cash flow before financing activities was EUR 2,828 million, resulting in a net cash surplus |
9
Net Income
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for the per common share data |
|
2004 1) |
|
|
2005 1) |
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
EBIT |
|
|
1,156 |
|
|
|
1,472 |
|
as a % of sales |
|
|
4.7 |
|
|
|
5.7 |
|
Financial income and expenses |
|
|
216 |
|
|
|
108 |
|
Income tax benefit (expense) |
|
|
(230 |
) |
|
|
(506 |
) |
Results unconsolidated companies |
|
|
1,464 |
|
|
|
1,754 |
|
Minority interests |
|
|
(22 |
) |
|
|
3 |
|
Income from continuing operations |
|
|
2,584 |
|
|
|
2,831 |
|
Discontinued operations |
|
|
252 |
|
|
|
37 |
|
|
|
|
|
|
|
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
Per common share (in euro) basic |
|
|
2.22 |
|
|
|
2.29 |
|
Per common share (in euro) diluted |
|
|
2.21 |
|
|
|
2.29 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
The proceeds of EUR 3.4 billion from the divestments helped to fund two share repurchase
programs (under which EUR 1,836 million was used to acquire approximately 84 million shares), as
well as two strategic acquisitions. In August 2005, Philips acquired Stentor, a leading provider of
medical picture archiving and communications systems.
In November 2005, Philips acquired an incremental 47.25% of the shares of Lumileds, bringing the
Companys share ownership to 96.5%.
Sales in 2005 increased 4%, on both a nominal and a comparable basis, over 2004. Medical Systems,
Domestic Appliances and Personal Care (DAP), Lighting, and Consumer Electronics (CE) achieved
nominal sales growth of 8%, 7%, 6%, and 5%, respectively. Sales in Other Activities declined 18% on
a nominal basis, primarily as a result of divestments. On a comparable basis, they declined 5%.
Net income in 2005 amounted to EUR 2,868 million, compared to EUR 2,836 million in 2004. The
comparability of the income is impacted by several significant transactions in both years as
discussed below.
EBIT amounted to EUR 1,472 million in 2005, compared to EUR 1,156 million in 2004.
In 2005, Medical Systems delivered EBIT of EUR 679 million (2004: EUR 35 million). Medical Systems
results were impacted by a loss of EUR 87 million for MedQuist, of which some EUR 50 million
related to certain customer accommodation payments. The 2004 EBIT for Medical Systems of EUR 35
million included charges totaling EUR 723 million related to an impairment charge for MedQuist and
a settlement related to the Volumetrics litigation.
In 2005, DAP generated EBIT of EUR 358 million (2004: EUR 332 million), benefiting from strong
sales growth aided by the launch of a number of new products.
In 2005, CE achieved EBIT of EUR 506 million (2004: EUR 370 million), which included a EUR 136
million gain from the sale and transfer of certain activities within its monitors and flat TV
business to TPV Technology. Optical Licenses earnings, included in CEs 2005 results, declined by
EUR 288 million; 70% of the decline related to past-use fees which were exceptionally high in 2004.
Excluding Optical Licenses income, CEs performance improved EUR 424 million, reflecting the
benefits of the Business Renewal Program, including prior-year restructuring and the aforementioned
TPV gain.
Lightings EBIT decreased from EUR 593 million in 2004 to EUR 556 million in 2005. The decrease was
mainly due to the increased research and development expenditures for new products, lower demand
for UHP applications and costs related to the consolidation of Lumileds.
10
Other Activities recorded negative EBIT of EUR 156 million, compared to a EUR 366 million profit
achieved in 2004. EBIT in 2004 included a EUR 635 million gain from the NAVTEQ IPO.
In 2005, Unallocated generated a negative EBIT of EUR 471 million (2004: negative EUR 540 million).
The improvement was attributable to a gain of EUR 116 million due to a release of a provision for
retiree medical costs (EUR 187 million was recognized for the total Company), partially offset by
higher costs for the Philips global brand campaign of EUR 58 million.
Financial income and expenses amounted to a profit of EUR 108 million in 2005, compared to a profit
of EUR 216 million in 2004. The decline was due to lower gains on the sale of securities partly
offset by the lower net interest expense due to the higher average cash position of the Company.
Results relating to unconsolidated companies generated a profit of EUR 1,754 million in 2005, as
compared to EUR 1,464 million in 2004. The improved results were due to gains recognized on the
sale of certain financial holdings, partially offset by an impairment charge recorded with respect
to the investment in LG.Philips Displays.
Cash flows from operating activities for 2005 totalled EUR 1,141 million compared to EUR 1,435
million in 2004. An additional cash inflow of EUR 1,687 million was generated in 2005 by investing
activities. Overall, these flows resulted in a net cash position (cash and cash equivalents, net of
debt) of EUR 806 million at December 31, 2005 compared to a net debt position of EUR 164 million in
2004.
Performance of the Group
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for the per common share data |
|
2004 1) |
|
|
2005 1) |
|
Sales |
|
|
24,855 |
|
|
|
25,775 |
|
% nominal increase |
|
|
3 |
|
|
|
4 |
|
% comparable increase |
|
|
8 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
EBIT |
|
|
1,156 |
|
|
|
1,472 |
|
as a % of sales |
|
|
4.6 |
|
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
4,524 |
|
|
|
5,679 |
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
2,757 |
|
|
|
2,828 |
|
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
161,586 |
|
|
|
159,226 |
|
of which discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
Sales
In percentage terms the composition of the growth in sales of 2005 compared with 2004 was as
follows:
Sales growth composition 2005 1) versus 2004 1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consoli- |
|
|
com- |
|
|
|
nominal |
|
|
currency |
|
|
dation |
|
|
parable |
|
in % |
|
growth |
|
|
effects |
|
|
changes |
|
|
growth |
|
Medical Systems |
|
|
7.8 |
|
|
|
(0.5 |
) |
|
|
(0.6 |
) |
|
|
6.7 |
|
DAP |
|
|
7.4 |
|
|
|
(1.5 |
) |
|
|
|
|
|
|
5.9 |
|
Consumer Electronics |
|
|
5.1 |
|
|
|
(1.6 |
) |
|
|
1.2 |
|
|
|
4.7 |
|
Lighting |
|
|
5.5 |
|
|
|
(1.1 |
) |
|
|
(0.4 |
) |
|
|
4.0 |
|
Other Activities |
|
|
(17.8 |
) |
|
|
(0.2 |
) |
|
|
12.8 |
|
|
|
(5.2 |
) |
Philips Group |
|
|
3.7 |
|
|
|
(1.1 |
) |
|
|
1.7 |
|
|
|
4.3 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
11
Sales in 2005 grew 4%, on both a nominal and comparable basis, to EUR 25,775 million. The
appreciation of the US dollar and other currencies as compared to the euro had a positive net
impact of 1% on sales, which was offset by consolidation changes. Comparable sales growth in 2005
was particularly strong at Medical Systems and DAP. The 7% growth at Medical Systems was driven by
all businesses except MedQuist and Medical IT. Double-digit growth was visible in Computed
Tomography, Ultrasound, X-ray and Cardiac & Monitoring Systems. The 6% growth at DAP was mainly
attributable to Food & Beverage and Shaving & Beauty, following a large number of new product
launches across all businesses. CE grew nearly 5%, driven by Connected Displays (strong growth in
FlatTVs) and Home Entertainment Networks. Optical Licenses sales declined. In the Lighting
division, Lighting Electronics and Luminaires were the main drivers of the 4% growth. Other
Activities sales declined almost 18% in nominal terms due to the divestment of certain
non-strategic activities within the Corporate Investments portfolio.
Earnings before interest and tax
The following overview aggregates sales and EBIT.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005 1) |
|
|
|
|
|
|
|
|
|
|
|
as a % of |
|
in millions of euros |
|
sales |
|
|
EBIT |
|
|
sales |
|
Medical Systems |
|
|
6,343 |
|
|
|
679 |
|
|
|
10.7 |
|
DAP |
|
|
2,194 |
|
|
|
358 |
|
|
|
16.3 |
|
Consumer Electronics |
|
|
10,422 |
|
|
|
506 |
|
|
|
4.9 |
|
Lighting |
|
|
4,775 |
|
|
|
556 |
|
|
|
11.6 |
|
Other Activities |
|
|
2,041 |
|
|
|
(156 |
) |
|
|
(7.6 |
) |
Unallocated |
|
|
|
|
|
|
(471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,775 |
|
|
|
1,472 |
|
|
|
5.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 1) |
|
|
|
|
|
|
|
|
|
|
|
as a % of |
|
|
|
sales |
|
|
EBIT |
|
|
sales |
|
Medical Systems |
|
|
5,884 |
|
|
|
35 |
|
|
|
0.6 |
|
DAP |
|
|
2,044 |
|
|
|
332 |
|
|
|
16.2 |
|
Consumer Electronics |
|
|
9,919 |
|
|
|
370 |
|
|
|
3.7 |
|
Lighting |
|
|
4,526 |
|
|
|
593 |
|
|
|
13.1 |
|
Other Activities |
|
|
2,482 |
|
|
|
366 |
|
|
|
14.7 |
|
Unallocated |
|
|
|
|
|
|
(540 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,855 |
|
|
|
1,156 |
|
|
|
4.6 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
Total EBIT increased from 4.6% to 5.7% of sales in 2005 from 2004.
In 2005, Medical Systems EBIT of EUR 679 million was above 2004. 2004 included impairment charges
of EUR 590 million for MedQuist and EUR 133 million for the Volumetrics litigation settlement. The
growth in sales in 2005 was not fully reflected in EBIT margins mainly due to increased
expenditures in research and development and the loss of EUR 87 million for MedQuist.
In 2005, DAP improved its EBIT primarily as a result of strong sales growth driven by new products.
Profitability improved to 16.3% of sales, slightly above both 2004s 16.2% and the divisions
target of 15%.
The EBIT of CEs operational business, which excludes Optical Licenses, improved significantly in
2005 due to higher sales, the positive impact of its Business Renewal Program, EUR 73 million lower
restructuring charges and the EUR 136 million gain on the TPV transaction.
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning before interest and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
tax for Optical Licenses |
|
2001 |
|
|
2002 |
|
|
2003 |
|
|
2004 |
|
|
2005 |
|
in millions of euros |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current use |
|
|
258 |
|
|
|
149 |
|
|
|
176 |
|
|
|
226 |
|
|
|
140 |
|
Past use |
|
|
93 |
|
|
|
39 |
|
|
|
121 |
|
|
|
252 |
|
|
|
50 |
|
Total |
|
|
351 |
|
|
|
188 |
|
|
|
297 |
|
|
|
478 |
|
|
|
190 |
|
|
Optical Licenses, which is part of CE, saw income from optical patents decline, from EUR 478
million in 2004 to EUR 190 million in 2005 following an exceptionally strong contribution to income
generated by past-use licenses and general settlements in 2004. Current-use license income
decreased by EUR 86 million, mainly as a result of lower proceeds from CD and DVD-related programs.
Lightings EBIT declined from EUR 593 million in 2004 to EUR 556 million, mainly as a result of
increased research and development expenditures for new products, lower demand for UHP applications
and costs related to the acquisition in November 2005 of a further 47.25% stake in Lumileds.
Philips stake in Lumileds was 96.5% at the end of 2005.
Earnings before interest and tax for Other Activities
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
Corporate Technologies |
|
|
(323 |
) |
|
|
(219 |
) |
Corporate Investments |
|
|
102 |
|
|
|
(58 |
) |
Other |
|
|
587 |
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
366 |
|
|
|
(156 |
) |
|
The results of Other Activities in 2005 included improvements at Corporate Technologies (due to the
closure of Liquid Crystal on Silicon (LCoS) and the divestment of PolyLED) and the Global Service
Units (as a result of gains on real estate transactions). At Corporate Investments, income fell
mainly due to the weak operational performance of Assembléon, as well as impairment and
restructuring charges. The 2004 EBIT at Other Activities benefited from the initial public offering
of NAVTEQ, which resulted in a gain of EUR 635 million.
The Unallocated sector consists mainly of costs of the corporate and regional organizations,
pension costs not allocated to the sectors and costs for the global brand campaign. The total loss
of Unallocated was reduced by EUR 69 million to a loss of EUR 471 million in 2005.
Pension costs in 2005 for Unallocated were EUR 18 million lower than in 2004 as a result of reduced
costs in The Netherlands. Higher expenditures were made for the global brand campaign (EUR 138
million in 2005 compared to EUR 80 million in 2004).
Postretirement benefits costs in Unallocated included EUR 116 million income from a total provision
release of EUR 187 million. The latter was triggered by a change in Dutch law relating to the
treatment of medical insurance costs.
Financial income and expenses
Financial income and expenses consist of:
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
Interest expenses (net) |
|
|
(258 |
) |
|
|
(197 |
) |
Sales of securities |
|
|
440 |
|
|
|
233 |
|
Other |
|
|
34 |
|
|
|
72 |
|
|
|
|
|
|
|
|
|
|
|
216 |
|
|
|
108 |
|
|
Net interest expenses were EUR 61 million lower than in 2004, mainly as a result of the higher
average cash position of the Company during 2005 compared to 2004.
Income from the sale of securities reported under financial income and expenses contained the
following main items:
13
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
Income from the sale of securities: |
|
|
|
|
|
|
|
|
Gain on sale of Atos Origin shares |
|
|
|
|
|
|
185 |
|
Gain on sale of Great Nordic shares |
|
|
|
|
|
|
48 |
|
Gain on sale of ASML shares |
|
|
140 |
|
|
|
|
|
Gain on sale of Vivendi Universal shares |
|
|
300 |
|
|
|
|
|
Total |
|
|
440 |
|
|
|
233 |
|
|
The sale of the remaining shares in Atos Origin and Great Nordic, which were accounted for under
available-for-sale securities, resulted in gains of EUR 185 million and EUR 48 million
respectively. In 2004, the remaining shares in Vivendi Universal and ASML were sold.
Other financial income of EUR 72 million mainly related to a fair value gain on a share option (EUR
53 million) within the convertible bond received in connection with the sale and transfer of
certain activities within Philips monitors and entry-level flat TV business to TPV.
Other financial income in 2004 primarily related to the recognition of interest (EUR 46 million)
resulting from a favourable resolution of fiscal audits.
Income taxes
Income taxes amounted to EUR 506 million in 2005, compared to EUR 230 million in 2004. Income
taxes in 2005 included an amount of EUR 240 million related to the transfer of shares of TSMC to
the Company from its fully owned subsidiary Philips Electronics Industries Taiwan. This was partly
offset by tax gains of EUR 109 million relating to final agreements on prior-year taxes in various
jurisdictions.
The tax burden in 2005 corresponded to an effective tax rate of 32.0% on the pre-tax income,
compared to an effective tax rate in 2004 of 16.8%. The effective tax rate in 2005 was affected by
tax-exempt items such as a total gain of EUR 233 million from the sale of shares in Atos Origin and
Great Nordic, as well as part of the gain from the sale and transfer of certain activities within
Philips monitors and entry-level flat TV business to TPV. Non taxable items in 2004 were the gains
on the initial public offering of
NAVTEQ (EUR 635 million) and the sale of shares of Vivendi Universal and ASML (EUR 440 million)
offset by the impairment charges of MedQuist of EUR 590 million.
Results relating to unconsolidated companies
The results from unconsolidated companies increased in 2005 by EUR 290 million to EUR 1,754
million:
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 1) |
|
|
2005 1) |
|
Companys participation in income |
|
|
1,033 |
|
|
|
513 |
|
Results on sales of shares |
|
|
185 |
|
|
|
1,545 |
|
Gains arising from dilution effects |
|
|
254 |
|
|
|
165 |
|
Investment impairment and guarantee charges |
|
|
(8 |
) |
|
|
(469 |
) |
|
|
|
|
|
|
|
|
|
|
1,464 |
|
|
|
1,754 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
The Companys participation in the net income of unconsolidated companies declined from EUR
1,033 million in 2004 to EUR 513 million in 2005, primarily as a result of lower results at
LG.Philips LCD. In addition, the sale of stakes led to reduced shareholdings in the unconsolidated
companies and, consequently, a reduction in Philips share in their net income.
For LG.Philips LCD, the trend to replace cathode-ray tube (CRT) displays with flat displays was the
key driver leading to sales growth of 21% in 2005. As a result of strong price erosion and the
reduced shareholding, the Companys share in LG.Philips LCDs operational result was EUR 146
million in 2005, EUR 429 million below 2004.
14
In 2005, the Company had a share in income and losses of various other companies, primarily TSMC
and InterTrust.
In 2004, the license agreement between InterTrust Technologies and Microsoft to settle all their
outstanding litigation contributed a net gain of EUR 100 million.
Results on the sale of shares in 2005 are primarily attributable to the EUR 753 million gain on the
sale of the remaining 33 million shares in NAVTEQ. Additionally, 568 million shares in TSMC (EUR
460 million gain) were sold, reducing the shareholding from 19.0% to 16.4%. Furthermore, in 2005
the Company sold 27.4 million shares in LG.Philips LCD, resulting in a gain of EUR 332 million and
a 7.6% reduction in the shareholding from 40.5% to 32.9%.
Gains and losses arising from dilution effects in 2005 were mainly due to a EUR 189 million
dilution gain recorded for LG.Philips LCD as a result of the secondary offering of shares in 2005.
As a consequence, the Companys shareholding in LG.Philips LCD decreased from 44.6% to 40.5%. This
dilution gain increased the book value of Philips investment in LG.Philips LCD.
In 2005 and 2004, new shares were issued in grants to employees and as a stock dividend. Because
Philips only participated in the stock dividend distribution, its shareholding in TSMC was diluted
as a result of shares issued to employees. Accordingly, Philips recorded a dilution loss of EUR 24
million in 2005. This dilution loss decreased the book value of Philips investment in TSMC and was
charged to results relating to unconsolidated companies.
On December 21, 2005, Philips announced the write-off of the book value of LG.Philips Displays due
to the increased pressure from flat displays on demand and prices for CRTs. The write-off of the
remaining book value at the end of November amounted to EUR 126 million for the investment and EUR
290 million for the accumulated currency translation losses related to the investment previously
accounted for directly in Philips stockholders equity. The impairment charges totaled EUR 416
million and were of a non-cash nature. Philips also fully provided for the existing guarantee of
EUR 42 million provided to LG.Philips Displays banks. All amounts above were reported to Results
relating to unconsolidated companies in December 2005.
Minority interests
The share of minority interests in the income of group companies in 2005 increased income by
EUR 3 million, compared to a reduction of EUR 22 million in 2004. The main drivers behind the
increase were a share in the loss of MedQuist due to its deteriorating results (largely impacted by
a charge of some EUR 50 million related to certain customer accommodation payments) as well as the
impact of the deconsolidation of NAVTEQ.
Net income
In 2005, net income amounted to EUR 2,868 million (EUR 2.29 per common share basic),
compared to EUR 2,836 million (EUR 2.22 per common share basic) in 2004.
15
Performance by sector
Medical Systems
Key data
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
2005 |
|
Sales |
|
|
5,884 |
|
|
|
6,343 |
|
|
|
|
|
|
|
|
|
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(2 |
) |
|
|
8 |
|
% increase, comparable |
|
|
4 |
|
|
|
7 |
|
|
|
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
35 |
|
|
|
679 |
|
as a % of sales |
|
|
0.6 |
|
|
|
10.7 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
2,862 |
|
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
677 |
|
|
|
566 |
|
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
30,790 |
|
|
|
30,978 |
|
|
Total currency-comparable order intake in 2005 was very strong, with 14% growth compared to 2004,
and included solid order intake for the new iSite® PACS from Stentor.
In 2005, sales increased compared to 2004, showing nominal growth of 8% and comparable growth of
7%, driven by all businesses except MedQuist and Medical IT (which was partly impacted by the
Stentor acquisition due to the revenue delay in anticipation of the new iSite® PACS from Stentor).
Double-digit growth was visible in Computed Tomography (due to strong demand for new products such
as the Brilliance CT 40- and 64-slice), Ultrasound (due to strong demand for the new products iE33,
HD11 and HD3), X-ray and Cardiac & Monitoring Systems. All regions contributed to this sales
growth, especially Asia Pacific and Latin America.
EBIT of Medical Systems in 2005 was negatively impacted by higher research and development
expenditures (specifically in the areas of molecular medicine and new sensor technologies) and
additional costs related to the acquisition of Stentor. Research and development expenditures as a
percentage of sales increased from 8.1% in 2004 to 8.3% in 2005.
MedQuist posted a negative EBIT of EUR 87 million in 2005 (2004: profit of EUR 12 million), of
which some EUR 50 million was attributable to certain customer accommodation payments.
EBIT in 2004 was negatively impacted by the EUR 590 million impairment charge at MedQuist and the
EUR 133 million net litigation settlement for Volumetrics. Adjusted for MedQuist in 2004 and 2005,
and Volumetrics in 2004, EBIT of Medical Systems increased by EUR 20 million in 2005.
Cash flow before financing activities decreased by EUR 111 million and was impacted by the
acquisition related cash outflow for Stentor of EUR 194 million.
16
Domestic Appliances and Personal Care
Key data
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
2005 |
|
Sales |
|
|
2,044 |
|
|
|
2,194 |
|
|
|
|
|
|
|
|
|
|
Sales growth |
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
(4 |
) |
|
|
7 |
|
% increase (decrease), comparable |
|
|
(1 |
) |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
332 |
|
|
|
358 |
|
as a % of sales |
|
|
16.2 |
|
|
|
16.3 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
393 |
|
|
|
370 |
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
393 |
|
|
|
418 |
|
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
8,205 |
|
|
|
8,203 |
|
|
In 2005, full-year sales grew by 7% on a nominal basis, and 6% on a comparable basis from 2004.
Nominal sales growth was mainly driven by a 7% increase at Shaving & Beauty (attributable to new
SmartTouch/Speed-XL shavers and new hair care products) and a 15% increase at Food & Beverage
(driven by Senseo, food appliances and PerfectDraft). Home Environment Care posted 5% growth,
driven by the new vacuum cleaner line. In spite of a growing market share in the US, Oral
Healthcare sales declined by 1%, mainly due to strong competition in Europe.
Research and development expenditures increased in the Consumer Health & Wellness group. In 2005,
EBIT amounted to EUR 358 million, or 16.3% of sales, slightly above 2004s level and the divisions
target of 15%.
Consumer Electronics
Key data
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
2005 |
|
Sales |
|
|
9,919 |
|
|
|
10,422 |
|
|
|
|
|
|
|
|
|
|
Sales growth |
|
|
|
|
|
|
|
|
% increase, nominal |
|
|
8 |
|
|
|
5 |
|
% increase, comparable |
|
|
11 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
370 |
|
|
|
506 |
|
as a % of sales |
|
|
3.7 |
|
|
|
4.9 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
(161 |
) |
|
|
(296 |
) |
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
503 |
|
|
|
650 |
|
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
16,993 |
|
|
|
15,537 |
|
|
Compared to 2004, CE achieved strong sales growth of 5% in 2005 on both a nominal and comparable
basis. In value terms, sales exceeded EUR 10 billion. Connected Displays (strong increase in
FlatTV) and Home Entertainment Networks (increase in DVD recorders) drove the growth, whereas
Optical Licenses and Mobile Infotainment (decrease in mobile phone sales) showed a decline.
Excluding Optical Licenses, nominal and comparable sales growth was 8%.
17
Compared to 2004, EBIT improved by EUR 136 million to EUR 506 million in 2005, including the EUR
136 million gain related to the TPV transaction. In 2005, restructuring charges were EUR 73 million
lower than in 2004. Optical Licenses EBIT of EUR 190 million was EUR 288 million lower than in
2004; of this decline, 70% was due to lower past-use fees, the remainder to lower current-use fees
from CD and DVD-related patents. The change in EBIT was affected by Optical Licenses, the TPV gain
and restructuring costs. Adjusted for those, EBIT was EUR 247 million in 2005, or 2.4% of sales, an
improvement of EUR 215 million compared to 2004.
In 2005, net operating capital ended at EUR 296 million negative (2004: negative EUR 161 million),
reflecting the ongoing success of the divisions asset-light strategy.
Lighting
Key data
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
2005 |
|
Sales |
|
|
4,526 |
|
|
|
4,775 |
|
|
|
|
|
|
|
|
|
|
Sales growth |
|
|
|
|
|
|
|
|
% increase , nominal |
|
|
0 |
|
|
|
6 |
|
% increase, comparable |
|
|
5 |
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
593 |
|
|
|
556 |
|
as a % of sales |
|
|
13.1 |
|
|
|
11.6 |
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
1,493 |
|
|
|
2,491 |
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
625 |
|
|
|
(180 |
) |
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
44,004 |
|
|
|
45,649 |
|
|
In 2005, nominal sales increased 6% over 2004, with changes in the value of the dollar and
dollar-related currencies and the consolidation of Lumileds having a positive impact of 2%.
Lumileds was consolidated at the end of November 2005, with only a marginal impact on the
divisions sales. Comparable sales increased by 4% in 2005. Lamps, Luminaires and Lighting
Electronics, with comparable growth of 4%, 6% and 6% respectively, were the main drivers. Nominal
growth was 5%, 7% and negative 3% respectively, the latter influenced by the transfer of part of
the Lighting Electronics activities to the Automotive, Special Lighting, UHP & LCD Backlighting
group. With comparable growth of just 1% (nominal sales growth was 12%), the Automotive, Special
Lighting, UHP & LCD Backlighting activities were impacted primarily by lower demand for UHP
applications, in particular those related to the rear projection television and front projector
markets. In 2005, sales in Asia Pacific and Europe were strong, with nominal growth of 9% and 6%
respectively.
EBIT decreased from EUR 593 million in 2004 to EUR 556 million in 2005. The decrease was mainly due
to increased research and development expenditures for new products, lower demand for UHP
applications and costs related to the consolidation of Lumileds. Restructuring and impairment
charges in 2005 amounted to EUR 32 million, compared to EUR 63 million in 2004.
Cash flow before financing activities decreased by EUR 805 million in 2005, mainly due to the cash
outflow of EUR 788 million for the Lumileds acquisition.
18
Other Activities
Key data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
|
|
|
|
2005 |
|
Sales |
|
|
2,482 |
|
|
|
|
|
|
|
2,041 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales growth |
|
|
|
|
|
|
|
|
|
|
|
|
% increase (decrease), nominal |
|
|
12 |
|
|
|
|
|
|
|
(18 |
) |
% increase (decrease), comparable |
|
|
18 |
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT Corporate Technologies |
|
|
(323 |
) |
|
|
|
|
|
|
(219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT Corporate Investments |
|
|
102 |
|
|
|
|
|
|
|
(58 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT Other |
|
|
587 |
|
|
|
|
|
|
|
121 |
|
|
|
|
|
|
|
|
|
|
|
|
Total Earnings before interest and tax |
|
|
366 |
|
|
|
|
|
|
|
(156 |
) |
as a % of sales |
|
|
14.7 |
|
|
|
|
|
|
|
(7.6 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating capital (NOC) |
|
|
117 |
|
|
|
|
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
741 |
|
|
|
|
|
|
|
2,584 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employees (FTEs) |
|
|
23,869 |
|
|
|
|
|
|
|
19,050 |
|
|
|
Corporate Technologies
EBIT of Corporate Technologies in 2005 amounted to a loss of EUR 219 million, compared to a loss of
EUR 323 million in 2004. The closure of Liquid Crystal on Silicon (LCoS) activities in the fourth
quarter of 2004 and the divestment of PolyLED in the third quarter of 2005 reduced costs by EUR 77
million compared to 2004. The Technology Incubator initiated a number of new products whose
development accelerated during 2005, resulting in higher costs. New incubators for healthcare and
lifestyle were established.
Corporate Investments
EBIT showed a loss of EUR 58 million in 2005, compared to earnings of EUR 102 million in 2004. This
was due to lower earnings at the main businesses as well as restructuring and impairment charges
(totaling EUR 28 million) in connection with the repositioning of activities.
Sales of the main businesses Assembléon and Philips Enabling Technologies Group decreased in 2005
by 12% and 17% respectively on both a nominal and comparable basis. Sales and earnings at
Assembléon were negatively impacted by quality problems, since resolved, with the introduction of a
new system. Sales of Philips Enabling Technologies Group decreased in line with market
developments.
In 2005, HTP Automotive, Philips Aerospace and CMS Louviers were successfully divested, resulting
in a positive cash flow of EUR 19 million and a transaction loss of EUR 5 million.
Other
The Finance Shared Services, People Services, Purchasing Services, Real Estate Services and IT
Services organizations were key contributors to the efficiencies achieved in 2005.
EBIT fell from EUR 587 million in 2004 to EUR 121 million in 2005. The decline is primarily due to
the net book gain in 2004 of EUR 635 million relating to the initial public offering of NAVTEQ.
EBIT in 2005 was positively impacted by the result of the Real Estate Service Unit, with various
gains on real estate transactions amounting to EUR 122 million. The sale of the Philips Pension
Competence Center in 2005 resulted in a gain of EUR 42 million, which was offset by lower EBIT from
Optical Storage, which decreased from EUR 68 million in 2004 to EUR 4 million in 2005.
19
Unallocated
Key data
|
|
|
|
|
|
|
|
|
|
|
in millions of euros, except for FTE data |
|
2004 |
|
|
2005 |
|
Corporate and regional overheads |
|
|
(309 |
) |
|
|
(317 |
) |
Global brand campaign |
|
|
(80 |
) |
|
|
(138 |
) |
Pensions/postretirement benefit costs |
|
|
(151 |
) |
|
|
(16 |
) |
|
|
|
|
|
|
|
Earnings before interest and tax |
|
|
(540 |
) |
|
|
(471 |
) |
Net operating capital (NOC) |
|
|
(180 |
) |
|
|
(558 |
) |
|
|
|
|
|
|
Cash flows before financing |
|
|
(182 |
) |
|
|
(1,210 |
) |
|
|
|
|
|
|
Number of employees (FTEs) |
|
|
2,609 |
|
|
|
2,392 |
|
|
|
Corporate & Regional Overheads
Corporate and regional overhead costs in 2005 were higher than in 2004, primarily as a result of
spending on certain corporate projects in the fields of Human Resources Management, Finance
Excellence and Sarbanes-Oxley compliance. In addition, 2004 included some incidental provision
releases.
The extension of the global brand campaign activities in 2005 resulted in a corresponding increase
in expenditure.
The EUR 16 million costs under pensions/postretirement benefit costs included a gain of EUR 116
million from a total provision release of EUR 187 million. The latter was triggered by a change in
Dutch law relating to the treatment of medical insurance costs.
Performance by region
Key data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 1) |
|
|
2005 1) |
|
|
|
|
|
|
|
earnings |
|
|
|
|
|
|
Earnings |
|
|
|
|
|
|
|
before |
|
|
|
|
|
|
before |
|
|
|
|
|
|
|
interest |
|
|
|
|
|
|
interest |
|
in millions of euros |
|
sales |
|
|
and tax |
|
|
sales |
|
|
and tax |
|
Europe and Africa |
|
|
11,703 |
|
|
|
884 |
|
|
|
11,520 |
|
|
|
1,089 |
|
North America |
|
|
6,944 |
|
|
|
38 |
|
|
|
7,502 |
|
|
|
153 |
|
Latin America |
|
|
1,376 |
|
|
|
51 |
|
|
|
1,804 |
|
|
|
92 |
|
Asia Pacific |
|
|
4,832 |
|
|
|
183 |
|
|
|
4,949 |
|
|
|
138 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24,855 |
|
|
|
1,156 |
|
|
|
25,775 |
|
|
|
1,472 |
|
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
Compared to 2004, Sales in Europe and Africa declined by 2% in 2005, with divestments having a
downward effect of 1%. The decline was mainly visible in Other Activities, whereas Medical Systems,
DAP and Lighting showed a nominal sales increase of 3%, 6% and 6% respectively.
Sales in North America showed a strong increase of 8% in 2005, both nominally and comparably, and
were particularly strong in CE, which benefited from the positive impact of the Business Renewal
Program and strong demand for FlatTV and DVD recorders with hard-disk functionality.
20
Sales in Asia Pacific increased by 2% in 2005. Growth was visible in all divisions except CE, which
benefited from past-use license agreements in 2004. Double-digit growth was visible at Medical
Systems and DAP on a nominal basis.
Latin America posted exceptional sales growth of 31% nominal in 2005, attributable in part to the
positive effects of currency movements. Excluding these currency effects, the region nevertheless
showed strong comparable growth of 19%. All divisions, except Lighting (12% nominal; 5% comparable)
and Other Activities (3% nominal decrease; 4% comparable decrease), returned double-digit growth on
a nominal and comparable basis. EBIT improved in all regions except Asia Pacific in 2005, as 2004
EBIT in Asia Pacific was positively influenced by past-use license agreements.
Research and development expenditures
In 2005 research and development expenditures totalled EUR 1.6 billion, or 6.2% of sales,
compared to 6.5% in 2004.
During 2005 and 2004, total expenditure on research and development has remained relatively stable,
while sales have shown consistent year-on-year growth. Consequently, research and development
expenditure as a percentage of sales has fallen to a low in 2005 of 6.2%.
In 2005, Medical Systems saw an increased research and development spend in the areas of molecular
medicine and new sensor technologies, Lighting in LCD backlighting and DAP in Consumer Health &
Wellness. Research and development expenditure was also aligned to the healthcare, lifestyle and
technology focus areas, including the establishment in late 2005 of two new research incubators for
healthcare and lifestyle (breeding grounds for new, innovative product concepts). As a result, the
relative amount of research invested in the more traditional areas was reduced.
Employment
Change in number of employees
|
|
|
|
|
|
|
|
|
|
|
in FTEs |
|
2004 |
|
|
2005 |
|
Position at beginning of year |
|
|
164,438 |
|
|
|
161,586 |
|
Consolidation changes: |
|
|
|
|
|
|
|
|
- new consolidations |
|
|
2,374 |
|
|
|
1,795 |
|
- deconsolidations |
|
|
(2,792 |
) |
|
|
(2,552 |
) |
Comparable change |
|
|
(2,434 |
) |
|
|
(1,603 |
) |
|
|
|
|
|
|
|
Position at year-end |
|
|
161,586 |
|
|
|
159,226 |
|
At the end of December 2005, the total number of employees of the Philips Group was 159,226, a
decline of 2,360 compared to December 31, 2004.
Employees by sector
|
|
|
|
|
|
|
|
|
|
|
|
|
at the end of |
|
in FTEs |
|
2004 1) |
|
|
2005 1) |
|
Medical Systems |
|
|
30,790 |
|
|
|
30,978 |
|
DAP |
|
|
8,205 |
|
|
|
8,203 |
|
Consumer Electronics |
|
|
16,993 |
|
|
|
15,537 |
|
Lighting |
|
|
44,004 |
|
|
|
45,649 |
|
Other Activities |
|
|
23,869 |
|
|
|
19,050 |
|
Unallocated |
|
|
2,609 |
|
|
|
2,392 |
|
Discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
|
|
|
Total |
|
|
161,586 |
|
|
|
159,226 |
|
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
21
The largest employment reductions in 2005 occurred at Other Activities (due to divestments and
a lower activity level) and at CE (due to the sale and transfer of certain activities within
Philips monitors and entry-level flat TV business to TPV). The number of employees increased at
Lighting due to the consolidation of Lumileds.
Employees by geographic area
|
|
|
|
|
|
|
|
|
|
|
|
at the end of |
|
in FTEs |
|
2004 1) |
|
|
2005 1) |
|
Netherlands |
|
|
20,476 |
|
|
|
20,068 |
|
Europe (excl. Netherlands) |
|
|
35,492 |
|
|
|
34,860 |
|
USA and Canada |
|
|
25,172 |
|
|
|
25,362 |
|
Latin America |
|
|
13,497 |
|
|
|
13,692 |
|
Africa |
|
|
409 |
|
|
|
404 |
|
Asia Pacific |
|
|
31,424 |
|
|
|
27,423 |
|
|
|
|
|
|
|
|
|
|
|
126,470 |
|
|
|
121,809 |
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
35,116 |
|
|
|
37,417 |
|
|
|
|
|
|
|
|
Total |
|
|
161,586 |
|
|
|
159,226 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
|
|
|
|
|
|
|
|
|
|
Average sale per employee |
|
|
|
|
|
|
(excluding Semiconductors) |
|
2004 1) |
|
|
2005 1) |
|
In thousand of euros |
|
|
191 |
|
|
|
209 |
|
|
|
|
1) |
|
Excluding the Semiconductors division, which has been restated and presented as a
discontinued operation. |
Sales per employee grew from EUR 191,000 in 2004 to EUR 209,000 in 2005, an increase of 9%. A
double-digit improvement was visible at CE, resulting from both strong sales growth and the
transfer of the monitors/low-end flat TV production and supply activities to TPV. The remaining
sectors posted increases in sales per employee.
Liquidity and capital resources
Cash flows
Condensed consolidated statements of cash flows for the years ended December 31, 2005 and 2004 are
presented below:
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 1) |
|
|
2005 1) |
|
Cash flow from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
|
2,836 |
|
|
|
2,868 |
|
Income discontinued operations |
|
|
(252 |
) |
|
|
(37 |
) |
Adjustments to reconcile net income to net cash used
for operating activities |
|
|
(1,149 |
) |
|
|
(1,690 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
1,435 |
|
|
|
1,141 |
|
Net cash provided by investing activities |
|
|
1,322 |
|
|
|
1,687 |
|
|
|
|
|
|
|
|
Cash flows before financing activities |
|
|
2,757 |
|
|
|
2,828 |
|
Net cash used for financing activities |
|
|
(2,145 |
) |
|
|
(2,589 |
) |
|
|
|
|
|
|
|
Cash provided by continuing operations |
|
|
612 |
|
|
|
239 |
|
Effect on changes in exchange rates on cash positions |
|
|
(45 |
) |
|
|
159 |
|
Net cash provided by discontinued operations |
|
|
710 |
|
|
|
546 |
|
Cash and cash equivalents at beginning of year |
|
|
3,072 |
|
|
|
4,349 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
|
4,349 |
|
|
|
5,293 |
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
22
Cash flows from operating activities
In 2005, net cash provided by operating activities amounted to EUR 1,141 million, compared to EUR
1,435 million in 2004, mainly reflecting higher working capital needs, particularly in Medical
Systems and Lighting. Inventories as a percentage of sales at the end of 2005 increased to 10.9%,
0.8% above the level of the previous year. During 2005, the lower amount of cash generated from the
movement in working capital was driven by a lower increase in payables than in receivables and
inventories.
Cash flows from investing activities
Net cash provided by investing activities of EUR 1,687 million in 2005 (2004: EUR 1,322 million)
mainly consisted of:
|
§ |
|
Net capital expenditures of EUR 506 million, EUR 119 million below the level of 2004. |
|
|
§ |
|
Acquisitions totalling EUR 1,107 million, mainly the acquisition of the additional
47.25% share in Lumileds which had a cash impact of EUR 788 million. Stentor was acquired
for EUR 194 million. In addition, cash payments of EUR 46 million were made for maturing
currency hedges. |
|
|
§ |
|
Cash proceeds from divestments of EUR 3,346 million,
mainly related to the sale of
shares in NAVTEQ (EUR 932 million), TSMC (EUR 770 million), Atos Origin (EUR 554 million),
LG.Philips LCD (EUR 938 million) and Great Nordic (EUR 67 million). |
As a result of the items mentioned above, cash flows before financing activities were positive EUR
2,828 million in 2005, compared to EUR 2,757 million in 2004.
Cash flows from financing activities
Net cash used for financing activities in 2005 amounted to EUR 2,589 million. The impact of changes
in debt was a reduction of EUR 324 million, including EUR 251 million of scheduled bond repayments.
Philips shareholders were paid EUR 504 million in dividend. Additionally, EUR 1,836 million was
used to acquire approximately 84 million shares as a part of the Companys share repurchase
programs. Offsetting this amounts in part was a cash inflow due to the exercise of stock options
for an amount of EUR 75 million.
Net cash used for financing activities in 2004 amounted to EUR 2,145 million. During the year,
Philips repaid EUR 1,227 million of maturing bonds and repurchased EUR 300 million of notes that
otherwise would have matured on August 30, 2005. Additionally, Philips shareholders were paid EUR
460 million in dividend. Treasury stock transactions led to a cash outflow of EUR 18 million. Cash
outflow for shares acquired (EUR 96 million) was partly offset by cash inflow due to the exercise
of stock options (EUR 78 million).
23
Financing
Condensed balance sheet
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 1) |
|
|
2005 1) |
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
Receivables |
|
|
8,136 |
|
|
|
8,976 |
|
Assets of discontinued operations |
|
|
4,198 |
|
|
|
3,973 |
|
Inventories |
|
|
2,500 |
|
|
|
2,797 |
|
Unconsolidated companies |
|
|
5,284 |
|
|
|
5,342 |
|
Other non-current financial assets |
|
|
956 |
|
|
|
730 |
|
Property, plant and equipment |
|
|
2,792 |
|
|
|
3,019 |
|
Intangible assets |
|
|
2,524 |
|
|
|
3,775 |
|
|
|
|
|
|
|
|
Total assets |
|
|
30,739 |
|
|
|
33,905 |
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 1) |
|
|
2005 1) |
|
Accounts payables and other liabilities |
|
|
7,188 |
|
|
|
8,498 |
|
Liabilities of discontinued operations |
|
|
1,346 |
|
|
|
1,385 |
|
Provisions |
|
|
2,673 |
|
|
|
2,710 |
|
Debt |
|
|
4,513 |
|
|
|
4,487 |
|
Minority interests |
|
|
159 |
|
|
|
159 |
|
Stockholders equity |
|
|
14,860 |
|
|
|
16,666 |
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
|
30,739 |
|
|
|
33,905 |
|
|
|
|
|
|
|
|
|
|
|
1) |
|
Restated to present the Semiconductors division as a discontinued operation. |
Cash and cash equivalents
In 2005, cash and cash equivalents increased by EUR 944 million to EUR 5,293 million at year-end.
Cash proceeds from divestments amounted to EUR 3,346 million, while the share repurchase programs
led to a cash outflow of EUR 1,836 million. There were further cash outflows for acquisitions of
EUR 1,107 million, including Stentor and Lumileds for a total of EUR 982 million. Currency changes
during 2005 increased cash and cash equivalents by EUR 159 million.
In 2004, cash and cash equivalents increased by EUR 1,277 million to EUR 4,349 million at year-end.
Currency changes during 2004 reduced cash and cash equivalents by EUR 45 million.
Debt position
Total debt outstanding at the end of 2005 was EUR 4,487 million, compared with EUR 4,513 million at
the end of 2004.
Changes in debt are as follows:
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
New borrowings |
|
|
258 |
|
|
|
74 |
|
Repayments |
|
|
(1,925 |
) |
|
|
(398 |
) |
Consolidation and currency effects |
|
|
304 |
|
|
|
298 |
|
|
|
|
|
|
|
|
Total changes in debt |
|
|
(1,363 |
) |
|
|
(26 |
) |
|
In 2005, total debt decreased by EUR 26 million to EUR 4,487 million. Philips repaid EUR 251
million in scheduled bond repayments. A further EUR 53 million was repaid or converted under
convertible personnel debentures and staff savings plans, repayments of bank facilities and capital
lease transactions were EUR 78 million and the remaining repayments of EUR 16 million resulted from
reductions in other debt. New borrowings of EUR 74 million included EUR 35 million for convertible
personnel debentures and staff savings plans, a further EUR 24 million for capital lease
transactions with the remaining EUR 15 million split over other types of debt.
In 2004, total debt decreased by EUR 1,363 million to EUR 4,513 million. Philips reduced the
outstanding bonds by EUR 1,527 million, due to a EUR 1,227 million repayment of maturing bonds and
a EUR 300 million early redemption of a note. Currency effects reduced total debt by EUR 105
million.
Long-term debt as a proportion of the total debt stood at 74% at the end of 2005, compared to 79%
at the end of 2004.
24
Net debt
The Company had a net cash position (cash and cash equivalents, net of debt) of EUR 806 million at
the end of 2005, compared to a net debt position at the end of 2004 of EUR 164 million.
Stockholders equity
Stockholders equity increased by EUR 1,806 million to EUR 16,666 million at December 31, 2005. Net
income contributed EUR 2,868 million, whereas other comprehensive income had an increasing effect
of EUR 1,137 million, mainly due to the positive change of currency translation differences (EUR
1,521 million), partly offset by the effect of the sale of available-for-sale securities (EUR 184
million), a negative change in the deferred result of forward exchange rate contracts (EUR 84
million) and additional minimum pension liabilities (EUR 116 million). Furthermore, stockholders
equity was reduced by EUR 504 million due to the dividend payment to shareholders in 2005, and by
EUR 1,836 million due to the share repurchase programs for capital reduction purposes and the
hedging of long term incentive and employee stock purchase programs.
In 2004, stockholders equity increased by EUR 2,097 million to EUR 14,860 million. The increase
was primarily driven by net income of EUR 2,836 million. This was partly offset by decreases of EUR
242 million related to available-for-sale securities, EUR 43 million in negative currency
translation differences and the dividend payment of EUR 460 million.
The number of outstanding common shares of Royal Philips Electronics at December 31, 2005 was 1,201
million (2004: 1,282 million).
At the end of 2005, the Group held 43.0 million shares in treasury to cover the future delivery of
shares in conjunction with the 69.0 million rights outstanding at year-end 2005 under the Companys
long-term incentive plan and convertible personnel debentures. At the end of 2005, the Company held
71.7 million shares for cancellation. Treasury shares are accounted for as a reduction of
stockholders equity.
Liquidity position
The fair value of the Companys listed available-for-sale securities, based on quoted market prices
at December 31, 2005, amounted to EUR 113 million, of which EUR 78 million related to JDS Uniphase
and EUR 35 million related to D&M Holdings. Philips shareholding in its main listed unconsolidated
companies had a fair value of EUR 11,139 million based on quoted market prices at December 31,
2005, and consisted primarily of the Companys holdings in TSMC, TPV and LG.Philips LCD with values
of EUR 6,531 million, EUR 218 million and EUR 4,244 million respectively. The Company has lock-up
periods associated with the sale of shares in some of its shareholdings in listed unconsolidated
companies. These lock-up periods, with their associated expiry dates, exist for LG.Philips LCD
(February 2006), FEI Company (February 2006), TSMC (December 2006) and TPV (September 2008).
Furthermore, the LG.Philips LCD shareholders agreement with LG Electronics includes an agreement
that both companies will maintain a holding of at least 30% each until July 2007.
Including the Companys net cash position, listed available-for-sale securities and listed
unconsolidated companies, as well as its USD 2.5 billion revolving credit facility, the Company had
access to net available liquidity resources of EUR 14,167 million as of December 31, 2005, compared
to EUR 12,624 million one year earlier.
|
|
|
|
|
|
|
|
|
|
in millions of euros |
|
2004 |
|
|
2005 |
|
Cash and cash equivalents |
|
|
4,349 |
|
|
|
5,293 |
|
Long-term debt |
|
|
(3,552 |
) |
|
|
(3,320 |
) |
Short-term debt |
|
|
(961 |
) |
|
|
(1,167 |
) |
|
|
|
|
|
|
|
Net debt/cash |
|
|
(164 |
) |
|
|
806 |
|
Available-for-sale securities at market value |
|
|
662 |
|
|
|
113 |
|
Main listed unconsolidated companies at market value |
|
|
10,288 |
|
|
|
11,139 |
|
|
|
|
|
|
|
|
Net available liquidity |
|
|
10,786 |
|
|
|
12,058 |
|
Revolving credit facility/CP program |
|
|
1,838 |
|
|
|
2,109 |
|
|
|
|
|
|
|
|
Net available liquidity resources |
|
|
12,624 |
|
|
|
14,167 |
|
|
25
Critical accounting policies
The preparation of Philips financial statements requires us to make estimates and judgments
that affect the reported amounts of assets and liabilities at the date of our financial statements.
The policies that management considers both to be most important to the presentation of Philips
financial condition and results of operations and to make the most significant demands on
managements judgments and estimates about matters that are inherently uncertain are discussed
below. Management cautions that future events often vary from forecasts and that estimates
routinely require adjustment.
A complete description of Philips accounting policies appears on pages 124 through 129 under the
heading Accounting Policies of the 2006 Annual Report, and is incorporated herein by reference.
Accounting for pensions and other postretirement benefits
Retirement benefits represent obligations that will be settled in the future and require
assumptions to project benefit obligations and fair values of plan assets. Retirement benefit
accounting is intended to reflect the recognition of future benefit costs over the employees
approximate service period, based on the terms of the plans and the investment and funding
decisions made by the Company. The accounting requires management to make assumptions regarding
variables such as discount rate, rate of compensation increase, return on assets, and future
healthcare costs. Pension assumptions are set centrally by the management in consultation with its
local, regional or country management and locally appointed actuaries at least once a year. If
reasonably practical, the Company uses the full yield curve. If not, the Company sets a single
point discount rate, which corresponds to the maturity of the pension plans liabilities. Discount
rates are preferably derived from the swap curve, unless the bylaws or plan rules of a particular
pension plans and/or the local regulator explicitly permits and Trustees agree to value their
pension plans liabilities against the yield on corporate AA bonds. If the swap curve is not
available in a particular market, the discount rate is dependent on the sovereign bond curve.
Relevant data regarding various local swap curves, sovereign bond curves and/or corporate AA bonds
are sourced from Bloomberg.
Changes in the key assumptions can have a significant impact on the projected benefit obligations,
funding requirements and periodic cost incurred. For a discussion of the current funded status and
a sensitivity analysis with respect to pension plan assumptions, please refer to note 20 on pages
148 through 152 of the 2006 Annual Report incorporated herein by reference. For a sensitivity
analysis with respect to changes in the assumptions used for postretirement benefits other than
pensions, please refer to note 21 on pages 153 through 155 of 2006 Annual Report incorporated
herein by reference.
Contingent liabilities
Legal proceedings covering a range of matters are pending in various jurisdictions against the
Company and its subsidiaries. Due to the uncertainty inherent in litigation, it is often difficult
to predict the final outcome. The cases and claims against the Company often raise difficult and
complex factual and legal issues which are subject to many uncertainties and complexities,
including but not limited to the facts and circumstances of each particular case and claim, the
jurisdiction in which each suit is brought and the differences in applicable law. In the normal
course of business, management consults with legal counsel and certain other experts on matters
related to litigation.
The Company accrues a liability when it is determined that an adverse outcome is probable and the
amount of the loss can be reasonably estimated. If either the likelihood of an adverse outcome is
only reasonably possible or an estimate is not determinable, the matter is disclosed provided it is
material.
The Company and its subsidiaries are subject to environmental laws and regulations. Under these
laws, the Company and its subsidiaries may be required to remediate the effects of the release or
disposal of certain chemicals on the environment. The methodology for determining the level of
liability requires a significant amount of judgment regarding assumptions and estimates. In
determining the accrual for losses associated with environmental remediation obligations, such
significant judgments relate to the extent and types of hazardous substances at a site, the various
technologies that may be used for remediation, the standards of what constitutes acceptable
remediation, the relative risk of the environmental condition, the number and financial condition
of other potentially responsible parties, and the extent of the Companys and/or its subsidiaries
involvement. The Company utilizes experts in the estimation process. However, these judgments, by
their nature, may result in variances between actual losses and estimates. Accruals for estimated
losses from environmental remediation obligations are recognized when information becomes available
that allows a reasonable estimate of the liability, or a component (i.e. particular tasks) thereof.
The accruals are adjusted as further information becomes available.
Please refer to note 27 of the 2006 Annual Report incorporated herein by reference for a discussion
of contingent liabilities.
Accounting for income taxes
As part of the process of preparing consolidated financial statements, the Company is required to
estimate income taxes in each of the jurisdictions in which it conducts business. This process
involves estimating actual current tax expense and temporary differences between tax and financial
reporting. Temporary differences result in deferred tax assets and liabilities, which are included
in the consolidated balance sheet. The Company must assess the likelihood that deferred tax assets
will be recovered from future taxable income. A valuation allowance is recognized to reduce
deferred tax assets if, and to the extent that, it is more likely than not that all or some portion
of the deferred tax assets will not be realized. In the event that actual results differ from
estimates in future periods,
26
and depending on the tax strategies that the Company may be able to implement, changes to the
valuation allowance could be required, which could impact the Companys financial position and net
income.
Impairment
Goodwill and indefinite-lived intangibles are not amortized but tested for impairment annually in
the second quarter and whenever impairment indicators require so. The Company reviews long-lived
assets other than goodwill and indefinite-lived intangibles for impairment when events or
circumstances indicate that carrying amounts may not be recoverable.
Assets subject to this review include equity and security investments, intangible assets and
tangible fixed assets. Impairment of equity and security investments results in a charge to income
when a loss in the value of an investment is deemed to be other than temporary. Management
regularly reviews each equity and security investment for impairment based on the extent to which
cost exceeds market value, the duration of decline in market value and the financial condition of
the issuer. In determining impairments of intangible assets, tangible fixed assets and goodwill,
management must make significant judgments and estimates to determine whether the cash flows
generated by those assets are less than their carrying value. Determining cash flows requires the
use of judgments and estimates that have been included in the Companys strategic plans and
long-range forecasts. The data necessary for the execution of the impairment tests are based on
managements estimates of future cash flows, which require estimating revenue growth rates and
profit margins. Assets other than goodwill are written down to their fair value when the
undiscounted cash flows are less than the carrying value of the assets. The fair value of impaired
assets is generally determined by taking into account these estimated cash flows and using a
present value technique for discounting these cash flows based on the business specific Weighted
Average Cost of Capital (WACC), which ranged between 7.7% and 14.1% in 2006. Goodwill is evaluated
annually for impairment at business unit level, and written down to its implied fair value, in the
case of impairment. The determination of such implied fair value involves significant judgement and
estimates from management. Changes in assumptions and estimates included within the impairment
reviews could result in significantly different results than those recorded in the consolidated
financial statements.
Valuation allowances for certain assets
The Company records its inventories at cost and provides for the risk of obsolescence using the
lower of cost or market principle. The expected future use of inventory is based on estimates about
future demand and past experience with similar inventories and their usage.
The risk of uncollectibility of accounts receivable is primarily estimated based on prior
experience with, and the past due status of, doubtful debtors, while large accounts are assessed
individually based on factors that include ability to pay, bankruptcy and payment history. In
addition, debtors in certain countries are subject to a higher collectibility risk, which is taken
into account when assessing the overall risk of uncollectibility. Should the outcome differ from
the assumptions and estimates, revisions to the estimated valuation allowances would be required.
Warranty costs
The Company provides for warranty costs based on historical trends in product return rates and the
expected material and labor costs to provide warranty services. If it were to experience an
increase in warranty claims compared with historical experience, or costs of servicing warranty
claims were greater than the expectations on which the accrual had been based, income could be
adversely affected.
Intangible assets acquired in business combinations
The Company has acquired several entities in business combinations that have been accounted for by
the purchase method, resulting in recognition of substantial amounts of in-process research and
development, goodwill and other intangible assets. The amounts assigned to the acquired assets and
liabilities are based on assumptions and estimates about their fair values. In making these
estimates, management typically consults independent qualified appraisers. A change in assumptions
and estimates would change the purchase price allocation, which could affect the amount or timing
of charges to the income statement, such as write-offs of in-process research and development and
amortization of intangible assets. In-process research and development is written off immediately
upon acquisition, whereas intangible assets other than goodwill are amortized over their economic
lives.
New Accounting Standards
For a description of new accounting pronouncements, reference is made to page 129 of the 2006
Annual Report, incorporated herein by reference.
Off-balance sheet arrangements
The information on pages 48 and 49 under the heading Guarantees and note 27 on pages 157 and
158 of the 2006 Annual Report is incorporated herein by reference.
Contractual obligations and commercial commitments
The information on page 49 under the heading Contractual Cash
Obligations, note 26 on page 157 and note 36 on pages 170 and 171 of the 2006 Annual Report is incorporated herein by reference.
27
Trading activities that include non-exchange traded contracts accounted for at fair value
Philips does not engage in trading activities in non-exchange traded contracts.
Research and Development
The information on pages 78 through 81 under the heading
Corporate Technologies and page 136
under the heading Research and development expenses of the 2006 Annual Report is incorporated
herein by reference.
Item 6. Directors, senior management and employees
The information on pages 14 through 19 under the heading Our Leadership, pages 100 through
109 under the heading Report of the Supervisory Board, page 136 under the heading Employees,
note 20 and 21 on pages 148 through 155 and note 34 on pages 166 through 169 of the 2006 Annual
Report is incorporated herein by reference.
Directors and senior management
The information required by the Item Directors and Senior Management is included on pages 14
through 19 of the 2006 Annual Report, which is incorporated herein by reference. In line with
regulatory requirements, the Companys policy forbids personal loans to and guarantees on behalf of
members of the Board of Management, the Supervisory Board or the Group Management Committee, and no
loans and guarantees have been granted and issued, respectively, to such members in 2006, nor are
any loans or guarantees outstanding as of the date of this Annual Report on Form 20-F.
Compensation
For information on the remuneration of the Board of Management and the Supervisory Board,
required by this Item, see pages 102 through 107 of the 2006 Annual Report, which is incorporated
herein by reference, with respect to information on bonus and profit sharing plans, note 33
Share-based compensation beginning on page 161 and note 34 Information on remuneration of the
individual members of the Board of Management and the Supervisory Board beginning on page 166 of
the 2006 Annual Report, which are incorporated herein by reference, with respect to information on
an individual basis for aggregate compensation, stock options and restricted share grants and
pensions.
Board practices
For information on office terms for the Supervisory Board and the Board of Management,
required by this Item, see pages 14 through 19 under the heading Our Leadership, pages 102
through 107 under the heading Report of the Remuneration
Committee, pages 226 through 228 under the heading
Board of Management and pages 228 through 231 under the heading Supervisory Board of the 2006 Annual Report,
each of which is incorporated herein by reference. For information on service contracts of the
Board of Management providing for termination benefits, see page 107 under the heading Contracts
of employment of the 2006 Annual Report, which is incorporated herein by reference. Information on
the members of the Audit Committee and Remuneration Committee is provided on pages 18 and 19 of the
2006 Annual Report, which is incorporated herein by reference. The terms of reference under which
the Supervisory Board and the Audit Committee and Remuneration Committee thereof operate are
described on pages 228 through 231 of the 2006 Annual Report, which are incorporated herein by
reference.
Employees
Information about the number of employees, including by geography and category of activity, is
set forth under the heading Employment on page 43 and Employees on page 136 of the 2006 Annual
Report, which is incorporated herein by reference.
Share ownership
For information on shares, restricted shares and options granted to members of the Board of
Management and the Supervisory Board, as required by this Item, reference is made to notes 33 and
34 on pages 161 through 169 of the 2006 Annual Report, incorporated herein by reference. The
aggregate share ownership of the members of the Board of Management and the Supervisory Board
represents less than 1% of the outstanding ordinary shares in the Company.
For a discussion of the options, restricted shares and the employee debentures of Philips, see note
23 Short-term debt, note 28 Stockholders equity and note 33 Share-based compensation of
Notes to the Consolidated Financial Statements on pages 155 through 165 of the 2006 Annual
Report, incorporated herein by reference.
The members of the Board of the Stichting Preferente Aandelen Philips are Messrs S.D. de Bree,
F.J.G.M. Cremers, M.W. den Boogert, W. de Kleuver and G.J. Kleisterlee. Messrs de Kleuver and
Kleisterlee are members of the Board ex officio and are not entitled to vote. The Stichting
Preferente Aandelen Philips has the right to acquire preference shares in the Company. The mere
notification that the Stichting Preferente Aandelen Philips wishes to exercise its rights, should a
third party ever seem likely, in the
28
judgment of the Stichting Preferente Aandelen Philips, to gain a controlling interest in the
Company, will result in the shares being effectively issued. The Stichting Preferente Aandelen
Philips may exercise its right for as many preference shares as there are ordinary shares in the
Company at that time. For more information see Item 7 Major shareholders and related party
transactions.
Item 7. Major shareholders and related party transactions
Major shareholders
As of December 31, 2006, no person or group is known to the Company to be the owner of more
than 5% of its Common Shares. For information required by this Item, reference is made to Item 9
The offer and listing.
Related party transactions
For a description of related party transactions see page 157
Guarantees and page 161
Related-party transactions of the 2006 Annual Report, incorporated herein by reference. During
2006 no personal loans or guarantees were outstanding to members of the Board of Management, Group
Management Committee or the Supervisory Board.
Item 8. Financial information
For consolidated statements and other financial information see Item 18 Financial
Statements.
Legal proceedings
For a description of legal proceedings see pages 158 through 160 of the 2006 Annual Report
(Litigation), which is incorporated herein by reference.
Dividend policy
Philips aims for a sustainable dividend reflecting, over time, a distribution of 40 to 50% of
continuing net income.
Significant changes
For information required by this Item, reference is made to page 51, Share repurchase
programs and page 171, Subsequent events, of the 2006 Annual Report which is incorporated herein
by reference.
29
Item 9. The offer and listing
The Common Shares of the Company are listed on the stock market of Euronext Amsterdam and on
the New York Stock Exchange. The principal markets for the Common Shares are the Amsterdam and New
York Stock Exchanges.
The following table shows the high and low sales prices of the Common Shares on the stock market of
Euronext Amsterdam as reported in the Official Price List and the high and low sales prices on the
New York Stock Exchange:
|
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|
|
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|
|
|
|
|
|
|
|
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|
|
|
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Euronext |
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|
|
|
|
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New York |
|
|
|
|
|
Amsterdam (EUR) |
|
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stock exchange (US$) |
|
|
|
|
|
high |
|
|
low |
|
|
high |
|
|
low |
|
2002 |
|
|
|
|
36.20 |
|
|
|
12.61 |
|
|
|
33.00 |
|
|
|
12.75 |
|
2003 |
|
|
|
|
25.27 |
|
|
|
12.45 |
|
|
|
30.14 |
|
|
|
13.80 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004 |
|
1st quarter |
|
|
26.30 |
|
|
|
21.68 |
|
|
|
33.38 |
|
|
|
26.65 |
|
|
|
2nd quarter |
|
|
25.44 |
|
|
|
20.67 |
|
|
|
30.57 |
|
|
|
25.08 |
|
|
|
3rd quarter |
|
|
22.66 |
|
|
|
17.79 |
|
|
|
27.41 |
|
|
|
21.97 |
|
|
|
4th quarter |
|
|
20.40 |
|
|
|
17.81 |
|
|
|
27.17 |
|
|
|
22.14 |
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
1st quarter |
|
|
21.83 |
|
|
|
18.35 |
|
|
|
28.84 |
|
|
|
23.97 |
|
|
|
2nd quarter |
|
|
22.90 |
|
|
|
18.77 |
|
|
|
27.37 |
|
|
|
24.29 |
|
|
|
3rd quarter |
|
|
23.00 |
|
|
|
20.53 |
|
|
|
27.78 |
|
|
|
25.00 |
|
|
|
4th quarter |
|
|
26.90 |
|
|
|
21.01 |
|
|
|
32.21 |
|
|
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25.12 |
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|
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|
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|
2006 |
|
1st quarter |
|
|
28.65 |
|
|
|
25.02 |
|
|
|
34.72 |
|
|
|
30.48 |
|
|
|
2nd quarter |
|
|
28.42 |
|
|
|
21.56 |
|
|
|
35.07 |
|
|
|
27.36 |
|
|
|
3rd quarter |
|
|
27.97 |
|
|
|
22.11 |
|
|
|
35.42 |
|
|
|
27.98 |
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|
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4th quarter |
|
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29.46 |
|
|
|
26.94 |
|
|
|
37.96 |
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|
|
33.80 |
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|
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August 2006 |
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|
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27.02 |
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|
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25.03 |
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|
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34.52 |
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|
|
32.01 |
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September 2006 |
|
|
|
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27.97 |
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|
|
26.24 |
|
|
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35.42 |
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|
|
33.40 |
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October 2006 |
|
|
|
|
28.53 |
|
|
|
26.94 |
|
|
|
36.35 |
|
|
|
33.80 |
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November 2006 |
|
|
|
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29.46 |
|
|
|
27.02 |
|
|
|
37.96 |
|
|
|
34.50 |
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December 2006 |
|
|
|
|
28.79 |
|
|
|
27.41 |
|
|
|
37.94 |
|
|
|
36.33 |
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January 2007 |
|
|
|
|
30.45 |
|
|
|
27.97 |
|
|
|
39.25 |
|
|
|
36.33 |
|
The Common Shares are held by shareholders worldwide in bearer and registered form. Outside the
United States, shares are held primarily in bearer form. As of December 31, 2006, approximately 87%
of the total number of outstanding 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 for which Citibank,
N.A., 111 Wall Street, New York, New York 10043 is the transfer agent and registrar. As of December
31, 2006, approximately 13% of the total number of outstanding Common Shares were represented by
Shares of New York Registry issued in the name of approximately 1,553 holders of record.
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.
For further information on Preference shares, a reference is made to the sections entitled
Stockholders Equity on page 160 and Preference Shares and the Stichting Preferente Aandelen
Philips on page 232 of the 2006 Annual Report, which is incorporated herein by reference. As of
December 31, 2006, there were 2,500,000,000 Preference shares authorized, of which none were
issued.
30
Item 10. Additional information
Articles of association
The English translation of Philips Articles of
Association is filed herewith as Exhibit 1.
Preference shares
For a description of Preference Shares, see page 160 under the heading Preference Shares and
page 232 of the 2006 Annual Report Preference Shares and the Stichting Preferente Aandelen
Philips, which is incorporated herein by reference.
Material contracts
For a description of the material provisions of the employment agreements with members of the
Board of Management, refer to Item 6: Directors, Senior Management and Employees.
In September 2006, the Company entered into a Stock Purchase Agreement with Kaslion Acquisition
B.V. and Philips Semiconductors International B.V. for the sale of the majority stake in Philips
Semiconductors division. The Stock Purchase Agreement, dated September 28, 2006 among Koninklijke
Philips Electronics N.V., NXP B.V. and Kaslion B.V., is filed herewith as Exhibit 4(h).
The terms and conditions of the employment agreements entered into by members of the Board of
Management, are filed herewith as Exhibit 4.
Exchange controls
There are currently no limitations, either under the laws of the Netherlands or in the
Articles of Association of the Company, to the rights of non-residents to hold or vote Common
Shares of the Company. Cash dividends payable in Euros on Netherlands registered shares and bearer
shares may be officially transferred from the Netherlands and converted into any other currency
without Dutch legal restrictions, except that for statistical purposes such payments and
transactions must be reported to the Dutch Central Bank, and furthermore, no payments, including
dividend payments, may be made to jurisdictions subject to sanctions adopted by the government of
the Netherlands and implementing resolutions of the Security Council of the United Nations.
The Articles of Association of the Company provide that cash distributions on Shares of New York
Registry shall be paid in US dollars, converted at the rate of exchange on the stock market of
Euronext Amsterdam at the close of business on the day fixed and announced for that purpose by the
Board of Management.
Netherlands Taxation
The statements below are only a summary of the present Netherlands tax laws and the Tax
Convention of December 18, 1992, as amended by the protocol that entered into force on December 28,
2004, between the United States of America and the Kingdom of the Netherlands (the US Tax Treaty)
and are not to be read as extending by implication to matters not specifically referred to herein.
As to individual tax consequences, investors in the Common Shares should consult their own tax
advisors.
Withholding tax
In general, a distribution to shareholders by a company resident in the Netherlands (such as
the Company) is subject to a withholding tax imposed by the Netherlands at a rate of 15%. Stock
dividends paid out of the Companys paid-in share premium recognized for Netherlands tax purposes
are not subject to the above mentioned withholding tax. Stock dividends paid out of the Companys
retained earnings are subject to dividend withholding tax on the nominal value of the shares
issued. Pursuant to the provisions of the US Tax Treaty, dividends paid by the Company to a
beneficial owner of shares (as defined in Dutch Dividend Tax Act) who is a resident of the United
States (as defined in the US Tax Treaty), are generally eligible for the rate of Dutch withholding
tax of 15%, unless (i) the beneficial owner of the dividends carries on business in the Netherlands
through a permanent establishment, or performs independent personal services in the Netherlands
from a fixed base, and the Common Shares form part of the business property of such permanent
establishment or pertain to such fixed base, or (ii) the beneficial owner of the dividends is not
entitled to the benefits of the US Tax Treaty under the treaty-shopping provisions thereof.
Special rules apply to the rate of withholding tax applied to dividends paid to beneficial owners
that own 10% or more of the voting power of the Company. Dividends paid to qualifying exempt US
pension trusts and qualifying exempt US organizations are exempt from Dutch withholding tax under
the US Tax Treaty.
However, for qualifying exempt US organizations no exemption at source upon payment of the dividend
can be applied for; such exempt US organizations should apply for a refund of the 15% withholding
tax.
Capital gains
Capital gains upon the sale or exchange of Common Shares by a non-resident individual or by a
non-resident corporation of the Netherlands are exempt from Dutch income tax, corporation tax or
withholding tax, unless (i) such gains are effectively connected
31
with a permanent establishment in the Netherlands of the shareholders trade or business or (ii)
are derived from a direct, indirect or deemed substantial participation in the share capital of a
company (such substantial participation not being a business asset).
In general, an individual has a substantial participation if he holds either directly or indirectly
and either independently or jointly with his spouse or steady partner, at least 5% of the total
issued share capital or particular class of shares of a company. For determining a substantial
participation, other shares held by close relatives are taken into account. The same applies to
options to buy shares. A deemed substantial participation amongst others exists if (part of) a
substantial participation has been disposed of, or is deemed to have been disposed of, on a
non-recognition basis. Under the US Tax Treaty, however, the Netherlands may only tax a capital
gain that is derived by an alienator who is an US resident under the US Tax Treaty and is not
disqualified from treaty benefits under the treaty-shopping rules from a substantial participation
and that is not effectively connected with a permanent establishment in the Netherlands if the
alienator has been a resident of the Netherlands at any time during the five-year period preceding
the alienation, and owned at the time of alienation either alone or together with his relatives, at
least 25% of any class of shares.
Net wealth tax
As of January 1, 2001, the net wealth tax was abolished in the Netherlands.
Estate and gift taxes
No estate, inheritance or gift taxes are imposed by the Netherlands on the transfer of Common
Shares if, at the time of the death of the shareholder or the transfer of the Common Shares (as the
case may be), such shareholder or transferor is not a resident of the Netherlands, unless such
Common Shares are attributable to a permanent establishment or permanent representative of the
shareholder in the Netherlands.
Inheritance or gift taxes (as the case may be) are due, however, if such shareholder or transferor:
(a) |
|
has Dutch nationality and has been a resident of the Netherlands at any time during the ten
years preceding the time of the death or transfer; or |
(b) |
|
has no Dutch nationality but has been a resident of the Netherlands at any time during the
twelve months preceding the time of transfer (for Netherlands gift taxes only). |
United States Federal Taxation
This section describes the material United States federal income and tax consequences to a
U.S. holder (as defined below) of owning Common Shares. It applies only if the Common Shares are
held as capital assets for tax purposes. This section does not apply to a member of a special
class of holders subject to special rules, including:
|
|
a dealer in securities, |
|
|
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, |
|
|
a tax-exempt organization, |
|
|
a life insurance company, |
|
|
a person liable for alternative minimum tax, |
|
|
a person that actually or constructively owns 10% or more of our voting stock, |
|
|
a person that holds Common Shares as part of a straddle or a hedging or conversion transaction, or |
|
|
a person whose functional currency is not the U.S. dollar. |
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history,
existing and proposed regulations, published rulings and court decisions, all as currently in
effect, as well as on the US Tax Treaty. These laws are subject to change, possibly on a
retroactive basis.
A U.S.
holder is a beneficial owner of Common Shares that is:
|
|
a citizen or resident of the United States, |
|
|
a domestic corporation, |
|
|
an estate whose income is subject to United States federal income tax regardless of its source, or |
|
|
a trust if a United States court can exercise primary supervision over the trusts administration
and one or more United States persons are authorized to control all substantial decisions of the
trust. |
32
A US holder should consult their own tax advisor regarding the United States federal, state and
local and other tax consequences of owning and disposing of Common Shares in their particular
circumstances.
This discussion addresses only United States federal income taxation.
Taxation of Dividends
Under the United States federal income tax laws, the gross amount of any dividend paid out of our
current or accumulated earnings and profits (as determined for United States federal income tax
purposes) is subject to United States federal income taxation. For a noncorporate U.S.
holder, dividends paid in taxable years beginning after December 31, 2002 and before January 1,
2011 that constitute qualified dividend income will be taxable at a maximum tax rate of 15%
provided that the noncorporate US holder holds the Common Shares for more than 60 days during the
121-day period beginning 60 days before the ex-dividend date and meets other holding period
requirements. Dividends paid with respect to the Common Shares generally will be qualified
dividend income. A US holder must include any Dutch tax withheld from the dividend payment in this
gross amount even though it does not in fact receive it. The dividend is taxable to a US holder
when it receives the dividend, actually or constructively. The dividend will not be eligible for
the dividends-received deduction generally allowed to United States corporations in respect of
dividends received from other United States corporations. The amount of the dividend distribution
that a US holder must include in its income will be the U.S. dollar value of the Euro payments
made, determined at the spot Euro/U.S. dollar rate on the date the dividend distribution is
includible in its income, regardless of whether the payment is in fact converted into U.S. dollars.
Generally, any gain or loss resulting from currency exchange fluctuations during the period from
the date a US holder includes the dividend payment in income to the date as US holder converts the
payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for
the special tax rate applicable to qualified dividend income. The gain or loss generally will be
income or loss from sources within the United States for foreign tax credit limitation purposes.
Distributions in excess of current and accumulated earnings and profits, as determined for United
States federal income tax purposes, will be treated as a non-taxable return of capital to the
extent of a US holders basis in the Common Shares and thereafter as capital gain.
Subject to certain limitations, the Dutch tax withheld in accordance with the Treaty and paid over
to the Netherlands will be creditable or deductible against a US holder United States federal
income tax liability. Special rules apply in determining the foreign tax credit limitation with
respect to dividends that are subject to the maximum 15% tax rate. To the extent a refund of the
tax withheld is available under Dutch law or under the US Tax Treaty, the amount of tax withheld
that is refundable will not be eligible for credit against United States federal income tax
liability. Dividends will be income from sources outside the United States, but dividends paid in
taxable years beginning before January 1, 2007 generally will be passive or financial services
income, and dividends paid in taxable years beginning after December 31, 2006 will, depending on a
holders circumstances, be passive or general income which, in either case, is treated
separately from other types of income for purposes of computing the foreign tax credit allowable to
the holder.
Taxation of Capital Gains
A U.S. holder that sells or otherwise disposes of Common Shares will recognize capital gain or loss
for United States federal income tax purposes equal to the difference between the U.S. dollar value
of the amount that it realize and its tax basis, determined in U.S. dollars, in its Common Shares.
Capital gain of a noncorporate U.S. holder that is recognized on or after May 6, 2003 and in
taxable years beginning before January 1, 2011 is generally taxed at a maximum rate of 15% where
the holder has a holding period greater than one year. The gain or loss will generally be income
or loss from sources within the United States for foreign tax credit limitation purposes.
Documents on display
It is possible to read and copy documents referred to in this annual report on Form 20-F that
have been filed with the SEC at the SECs public reference room located at 450 Fifth Street, NW,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms and their copy charges. The Companys SEC filings are also publicly available
through the SECs website at http://www.sec.gov.
Item 11. Quantitative and qualitative disclosure about market risk
The information required by this Item is incorporated by reference herein on pages 92 through
99 under the heading Details of Financial Risks and page
170 and 171 under the heading Other financial
instruments, derivatives and currency risk of the 2006 Annual Report.
Item 12. Description of securities other than equity securities
Not applicable.
33
Item 13. Defaults, dividend arrearages and delinquencies
None.
Item 14. Material modifications to the rights of security holders and use of proceeds
None.
Item 15. Controls and procedures
The Companys Chief Executive Officer and Chief Financial Officer have evaluated the
effectiveness of the design and operation of the Companys disclosure controls and procedures (as
defined in Rules 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934) as of the end
of the period covered by the Annual Report. Based on that evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that these disclosure controls and procedures are
effective.
Managements report on internal control over financial reporting and the report of independent
registered public accounting firm on page 112 and 113 of the 2006 Annual Report are incorporated
herein by reference.
Item 16A. Audit Committee Financial Expert
The Company does not have an Audit Committee financial expert as defined under the regulations
of the US Securities and Exchange Commission serving on its Audit Committee. The information
required by this Item is incorporated herein by reference from page
230 and 231 of the 2006 Annual Report
under the heading The Audit Committee.
Item 16B. Code of Ethics
The Company recognizes that its businesses have responsibilities within the communities in
which they operate. The Company has a Financial Code of Ethics which applies to the CEO (the
principal executive officer) and CFO (the principal financial and principal accounting officer),
and to the heads of the Corporate Control, Corporate Treasury, Corporate Fiscal and Corporate
Internal Audit departments of the Company. The Company has published its Financial Code of Ethics
within the investor section of its website located at www.philips.com. No changes have been
made to the Code of Ethics since its adoption and no waivers have been granted therefrom to the
officers mentioned above in 2006.
Item 16C. Principal Accountant Fees and Services
The Company has instituted a comprehensive auditor independence policy that regulates the
relation between the Company and its external auditors and is available on the Companys website
(www.philips.com). The policy includes rules for the pre-approval by the Audit Committee of
all services to be provided by the external auditor. The policy also describes the prohibited
services that may never be provided. Proposed services may be pre-approved at the beginning of the
year by the Audit Committee (annual pre-approval) or may be pre-approved during the year by the
Audit Committee in respect of a particular engagement (specific pre-approval). The annual
pre-approval is based on a detailed, itemized list of services to be provided, designed to ensure
that there is no management discretion in determining whether a service has been approved and to
ensure the Audit Committee is informed of each service it is pre-approving. Unless pre-approval
with respect to a specific service has been given at the beginning of the year, each proposed
service requires specific pre-approval during the year. Any annually pre-approved services where
the fee for the engagement is expected to exceed pre-approved cost levels or budgeted amounts will
also require specific pre-approval. The term of any annual pre-approval is 12 months from the date
of the pre-approval unless the Audit Committee states otherwise. During 2006, there were no
services provided to the Company by the external auditors which were not pre-approved by the Audit
Committee.
Audit Fees
The information required by this Item is incorporated by reference herein on pages 107 through 108
under the heading Report of the Audit Committee of the 2006 Annual Report.
34
Audit-Related Fees
The information required by this Item is incorporated by reference herein on pages 107 through 108
under the heading Report of the Audit Committee of the 2006 Annual Report.
Tax Fees
The information required by this Item is incorporated by reference herein on pages 107 through 108
under the heading Report of the Audit Committee of the 2006 Annual Report.
All Other Fees
The information required by this Item is incorporated by reference herein on pages 107 through 108
under the heading Report of the Audit Committee of the 2006 Annual Report.
Item 16D.
Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In the following table, the information is specified with respect to purchases made by Philips
of its own shares.
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Total number of |
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Maximum EUR |
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|
|
|
|
|
|
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shares purchased |
|
|
amount of shares |
|
|
|
|
|
|
|
|
|
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as part of publicly |
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|
that may yet be |
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Total number of |
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|
Average price paid |
|
|
announced |
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|
purchased under |
|
Period |
|
shares purchased |
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|
per share in EUR |
|
|
programs |
|
|
the programs |
|
|
January 2006 |
|
|
5,861,908 |
|
|
|
26.85 |
|
|
|
5,833,000 |
|
|
|
257,051,777 |
|
February 2006 |
|
|
9,261,219 |
|
|
|
27.79 |
|
|
|
9,258,513 |
|
|
|
|
|
March 2006 |
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|
1,923 |
|
|
|
26.97 |
|
|
|
|
|
|
|
|
|
April 2006 |
|
|
3,927,151 |
|
|
|
27.33 |
|
|
|
|
|
|
|
|
|
May 2006 |
|
|
388,922 |
|
|
|
27.11 |
|
|
|
|
|
|
|
|
|
June 2006 |
|
|
320 |
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|
|
23.63 |
|
|
|
|
|
|
|
|
|
July 2006 |
|
|
7,540,425 |
|
|
|
24.62 |
|
|
|
7,540,000 |
|
|
|
3,814,366,219 |
|
August 2006 |
|
|
9,456,500 |
|
|
|
26.01 |
|
|
|
9,456,500 |
|
|
|
3,568,434,098 |
|
September 2006 |
|
|
15,370,018 |
|
|
|
27.13 |
|
|
|
15,367,500 |
|
|
|
3,151,578,573 |
|
October 2006 |
|
|
26,037,187 |
|
|
|
27.69 |
|
|
|
26,032,747 |
|
|
|
2,430,666,521 |
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November 2006 |
|
|
20,069,803 |
|
|
|
28.54 |
|
|
|
20,048,500 |
|
|
|
1,858,396,184 |
|
December 2006 |
|
|
8,033,929 |
|
|
|
28.07 |
|
|
|
8,027,247 |
|
|
|
1,633,069,420 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Total |
|
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105,949,305 |
|
|
|
27.38 |
|
|
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101,564,007 |
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|
Pursuant to the authorization given at the Companys Annual General Meeting of Shareholders
referred to below to purchase shares in the Company, the Company has purchased shares for (i)
capital reduction purposes and (ii) delivery under convertible personnel debentures, restricted
share programs, employee stock purchase plans and stock options in order to avoid dilution from new
issuances. When shares are delivered, they are removed from treasury stock. In 2006, Philips
acquired a total of 105,949,305 shares. A total of 35,933,526 shares were held in treasury by the
Company at December 31, 2006 (2005: 114,736,942 shares). As of that date, a total of 65,456,296
rights to acquire shares (under convertible personnel debentures, restricted share programs,
employee stock purchase plans and stock options) were outstanding (2005:68,994,091).
For information on the share repurchase programs, reference is made to the section on share
repurchase program in Other information on page 51 of the 2006 Annual Report and is incorporated
herein by reference.
The General Meeting of Shareholders, at their meeting of October 25, 2006 authorized the Board of
Management, subject to the approval of the Supervisory Board, for a period until April 26, 2008,
within the limits of the law and the Articles of Association, to acquire for valuable
consideration, on the Amsterdam Stock Exchange or otherwise, shares in the Company, provided the
Company does not hold more than 10% of its issued share capital.
Item 17. Financial statements
35
Philips is furnishing the Financial Statements pursuant to the instructions of Item 18 of Form
20-F.
Item 18. Financial statements
The following portions of the Companys 2006 Annual Report as set forth on pages 112 through
171 are incorporated herein by reference and constitute the Companys response to this Item:
Consolidated statements of income of the Philips Group
Consolidated balance sheets of the Philips Group
Consolidated statements of cash flows of the Philips Group
Consolidated statements of changes in stockholders equity of the Philips Group
Information by sectors and main countries
Accounting policies
New accounting standards
Notes to the group financial statements of the Philips Group
Report of independent registered public accounting firm
Schedules:
Schedules are omitted as they are either not required or the required information is included in
the consolidated financial statements.
As a result of Philips holding in LG.Philips LCD meeting in 2004 the requirements of SEC Rule 3-09
under Regulation S-X for the provision of separate audited financial statements, the unaudited
financial statements for the year 2005 and 2006 of LG.Philips LCD are required to be filed as part
of this Annual Report. In response to this requirement Philips will file an amendment to this
Annual Report on or before June 30, 2007, as required by the SEC Rule.
36
Item 19. Exhibits
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Index of exhibits |
Exhibit 1
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English translation of the Articles of Association of the Company. |
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Exhibit 2 (b) (1)
|
|
The total amount of long-term debt securities of the Company and its subsidiaries
authorized under any one instrument does not exceed 10% of the total assets of Philips and its
subsidiaries on a consolidated basis. Philips agrees to furnish copies of any or all such
instruments to the Securities and Exchange Commission upon request. |
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|
|
Exhibit 4
|
|
Employment contracts of the members of the Board of Management (incorporated by reference
to Exhibit 4 of the Companys Annual Report on Form 20-F for the fiscal year ended December
31, 2003) (File No. 001-05146-01). |
|
|
|
Exhibit 4 (a)
|
|
Employment contract between the Company and G.J. Kleisterlee (incorporated by
reference to Exhibit 4(a) of the Companys Annual Report on Form 20-F for the fiscal year
ended December 31, 2004, file No. 001-05146-01). |
|
|
|
Exhibit 4 (b)
|
|
Employment contract between the Company and P-J. Sivignon (incorporated by reference
to Exhibit 4(b) of the Companys Annual Report on Form 20-F for the fiscal year ended December
31, 2004, file No. 001-05146-01). |
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|
|
Exhibit 4 (c)
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Employment contract between the Company and J.A. Karvinen. |
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|
Exhibit 4 (d)
|
|
Employment contract between the Company and R.S. Provoost. |
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|
Exhibit 4 (e)
|
|
Employment contract between the Company and A. Ragnetti. |
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|
|
Exhibit 4 (f)
|
|
Employment contract between the Company and T.W.H.P. van Deursen. |
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|
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Exhibit 4 (g)
|
|
Employment contract between the Company and F.A. van Houten. |
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|
|
Exhibit 4 (h)
|
|
Stock Purchase Agreement among Koninklijke Philips Electronics N.V., Philips
Semiconductors International B.V. and Kaslion Acquisition B.V. dated
September 28, 2006. |
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|
|
Exhibit 8
|
|
List of Significant Subsidiaries. |
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|
|
Exhibit 12 (a)
|
|
Certification of G.J. Kleisterlee filed pursuant to 17 CFR 240. 13a-14(a). |
|
|
|
Exhibit 12 (b)
|
|
Certification of P-J. Sivignon filed pursuant to 17 CFR 240. 13a-14(a). |
|
|
|
Exhibit 13 (a)
|
|
Certification of G.J. Kleisterlee furnished pursuant to 17 CFR 240. 13a-14(b). |
|
|
|
Exhibit 13 (b)
|
|
Certification of P-J. Sivignon furnished pursuant to 17 CFR 240. 13a-14(b). |
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|
|
Exhibit 15 (a)
|
|
Consent of independent registered public accounting firm. |
37
|
|
|
Exhibit 15 (b)
|
|
The Annual Report to Shareholders for 2006 (except for the omitted portions thereof
identified below) is furnished hereby as an exhibit to the Securities and
Exchange Commission for information only. The Annual Report to Shareholders for 2006 is not filed
except for such specific portions that are expressly incorporated by reference in this Report
on Form 20-F. Furthermore, the International Financial Reporting Standards (IFRS) information,
including the financial statements and related notes on pages 172 through 217 of the Annual
Report to Shareholders for 2006, and the unconsolidated Company financial statements, including the
Notes thereto, also prepared on the basis of IFRS, on pages 218 through 223 of the Annual
Report to Shareholders for 2006, have been omitted from the version of such Report being furnished as
an exhibit to this Report on Form 20-F. The IFRS information and Company statements have been
omitted because Philips primary consolidated accounts are prepared in accordance with
accounting principles generally accepted in the United States and Philips is not required to
include in this Report on Form 20-F the IFRS information and Company statements. |
|
|
|
Exhibit 15 (c)
|
|
Description of industry terms. |
38
SIGNATURES
The registrant hereby certifies that it meets all of the
requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on its behalf.
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KONINKLIJKE PHILIPS ELECTRONICS N.V.
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(Registrant)
|
/s/ G.J. Kleisterlee
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|
|
|
/s/ P-J. Sivignon |
|
|
|
|
|
G.J. Kleisterlee
|
|
|
|
P-J. Sivignon |
(President, Chairman
|
|
|
|
(Executive Vice-President |
of the Board of Management and
|
|
|
|
and Chief Financial Officer) |
the Group Management Committee) |
|
|
|
|
Date: February 19, 2007
39
Exhibits
|
|
|
Exhibit 1
|
|
English translation of the Articles of Association of the Company. |
|
|
|
Exhibit 2 (b) (1)
|
|
The total amount of long-term debt securities of the Company and its subsidiaries
authorized under any one instrument does not exceed 10% of the total assets of Philips and its
subsidiaries on a consolidated basis. Philips agrees to furnish copies of any or all such
instruments to the Securities and Exchange Commission upon request. |
|
|
|
Exhibit 4
|
|
Employment contracts of the members of the Board of Management (incorporated by reference
to Exhibit 4 of the Companys Annual Report on Form 20-F for the fiscal year ended December
31, 2003) (File No. 001-05146-01). |
|
|
|
Exhibit 4 (a)
|
|
Employment contract between the Company and G.J. Kleisterlee (incorporated by
reference to Exhibit 4(a) of the Companys Annual Report on Form 20-F for the fiscal year
ended December 31, 2004, file No. 001-05146-01). |
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|
|
Exhibit 4 (b)
|
|
Employment contract between the Company and P-J. Sivignon (incorporated by reference
to Exhibit 4(b) of the Companys Annual Report on Form 20-F for the fiscal year ended December
31, 2004, file No. 001-05146-01). |
|
|
|
Exhibit 4 (c)
|
|
Employment contract between the Company and J.A. Karvinen. |
|
|
|
Exhibit 4 (d)
|
|
Employment contract between the Company and R.S. Provoost. |
|
|
|
Exhibit 4 (e)
|
|
Employment contract between the Company and A. Ragnetti. |
|
|
|
Exhibit 4 (f)
|
|
Employment contract between the Company and T.W.H.P. van Deursen. |
|
|
|
Exhibit 4 (g)
|
|
Employment contract between the Company and F.A. van Houten. |
|
|
|
Exhibit 4 (h)
|
|
Stock Purchase Agreement among Koninklijke Philips Electronics N.V., Philips
Semiconductors International B.V. and Kaslion Acquisition B.V. dated
September 28, 2006. |
|
|
|
Exhibit 8
|
|
List of Significant Subsidiaries. |
|
|
|
Exhibit 12 (a)
|
|
Certification of G.J. Kleisterlee filed pursuant to 17 CFR 240. 13a-14(a). |
|
|
|
Exhibit 12 (b)
|
|
Certification of P-J. Sivignon filed pursuant to 17 CFR 240. 13a-14(a). |
|
|
|
Exhibit 13 (a)
|
|
Certification of G.J. Kleisterlee furnished pursuant to 17 CFR 240. 13a-14(b). |
|
|
|
Exhibit 13 (b)
|
|
Certification of P-J. Sivignon furnished pursuant to 17 CFR 240. 13a-14(b). |
|
|
|
Exhibit 15 (a)
|
|
Consent of independent registered public accounting firm. |
40
|
|
|
Exhibit 15 (b)
|
|
The Annual Report to Shareholders for 2006 (except for the omitted portions thereof
identified below) is furnished to the Securities and Exchange Commission
for information only. The Annual Report to Shareholders for 2006 is not filed except for such specific
portions that are expressly incorporated by reference in this Report on Form 20-F.
Furthermore, the International Financial Reporting Standards (IFRS) information, including the
financial statements and related notes on pages 172 through 217 of the Annual Report to
Shareholders for 2006, and the unconsolidated Company financial statements, including the Notes
thereto, also prepared on the basis of IFRS, on pages 218 through 223 of the Annual Report to
Shareholders for 2006, have been omitted from the version of such Report being furnished as an exhibit
to this Report on Form 20-F. The IFRS information and Company statements have been omitted
because Philips primary consolidated accounts are prepared in accordance with accounting
principles generally accepted in the United States and Philips is not required to include in
this Report on Form 20-F the IFRS information and Company statements. |
|
|
|
Exhibit 15 (c)
|
|
Description of industry terms. |
41